Terms and Conditions

The following Terms and Conditions (“Terms and Conditions”) govern the subscription to and use ofwww.forest.app and www.forestadmin.com and any related sites (the “Site”), software, documentation, and content (collectively, the “Services”).

These Terms and Conditions together with any Order submitted by Customer online on the Site (the “Order Form”) together form a binding “Agreement” between Forest Admin and Customer and take effect when Customer enters into the Order (the “Effective Date”).

If Customer registers for a Free or Trial version of the Services, the applicable provisions of the Agreement will govern the Free or Trial version and by accessing or using the Services, Customer accepts and agrees to the Agreement.

Customer is deemed to accept and agree to be bound by any changes to the Agreement when Customer uses the Services after the effective date of those changes. Notwithstanding the foregoing, in the event that Forest Admin and Customer enter into, or have entered into a separate formal written subscription agreement, the terms of that agreement shall control over the terms of the Agreement unless the parties expressly agree to supersede such agreement with this Agreement.

If you are an individual using the Services for your own purposes: (1) all references to “Customer” are to you, and (2) you represent that you are legally permitted and competent to enter into this Agreement. If you are using the Services on behalf of an entity or organization: (1) all references to “Customer” are to that entity or organization, and (2) you represent that you have the right, power and authority to enter into this Agreement on behalf of Customer.

“Forest Admin” means Forest Admin, Inc., with a mailing address at 490 Post Street, Suite 640, San Francisco, CA 94102 (United States).

1.  SERVICES AND SUPPORT

1.1  Subject to the terms of the Agreement, Company will use commercially reasonable efforts to provide Customer the Services.

1.2  Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with market practice.

1.3  Company may offer a free or trial versions of the Services (“Free Services”) from time to time. If Customer registers at Site for Free Services,

Company will make such Free Services available to Customer free of charge until the earlier of (a) the start date of any paid subscription for a paid version of such Free Services, if applicable, or (b) termination of the Free Services by Company at its sole discretion.

ALL FREE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND. FREE SERVICES MAY BE SUSPENDED, TERMINATED, OR DISCONTINUED AT ANY TIME AND FOR ANY REASON (OR NO REASON). COMPANY DISCLAIMS ALL OBLIGATION AND LIABILITY UNDER THE AGREEMENT (INCLUDING LIABILITY OTHERWISE PROVIDED FOR UNDER SECTION 8 (LIMITATION OF LIABILITY)) FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH A FREE SERVICE, INCLUDING ANY OBLIGATION OR LIABILITY WITH RESPECT TO CUSTOMER DATA. ANY CONFIGURATIONS OR CUSTOMER DATA ENTERED INTO A FREE SERVICE, AND ANY CUSTOMIZATIONS MADE TO A FREE SERVICE BY OR FOR CUSTOMER, MAY BE PERMANENTLY LOST IF THE FREE SERVICE IS SUSPENDED, TERMINATED, OR DISCONTINUED. COMPANY’S INDEMNITY OBLIGATIONS UNDER SECTION 7 (INDEMNITY) DO NOT APPLY TO FREE SERVICES.

2.  RESTRICTIONS AND RESPONSIBILITIES

2.1  Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use of the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.

With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.

2.2  Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof to the extent any of the foregoing would be in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation”.

2.3  Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Acceptable Use Policy” available at https://forest.app/legal/acceptable-use-policy) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

2.4  Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

2.5  As part of the registration process, Customer will identify an administrative user email and password for Customer’s Company account.

2.6  Customer will identify a user email and password for each User account requiring access to the Services. User Account and Credentials are personal and specific to each User and may not be shared with or transferred to any other person. Users are solely responsible for maintaining the confidentiality of their Credentials and will be held responsible for any harm caused by disclosing or resulting from any unauthorized use of their Credentials. Users will not permit any other person to use their Account or Credentials, and will immediately notify Company if they know or suspect that their Account or Credentials have been used by any other person. Users shall not use or access an Account that is not their own.

3.  CONFIDENTIALITY; PROPRIETARY RIGHTS

3.1  Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

3.2  By submitting Customer Data to the Services, Customer hereby grants to Company the right, and is expressly instructing Company, to Process Customer Data in order to provide and support the Services as described in the Agreement, the Order Form and the Data Processing Addendum (available at https://forest.app/legal/data-processing-addendum). Company’s Processing of Customer Data shall at all times be subject to Company’s obligations under the Agreement, the Data Processing Addendum and the Privacy Policy (available at https://forest.app/legal/privacy-policy).

3.3  Customer shall own all right, title and interest in and to the Customer Data. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support (except for any custom software development solely by Customer that does not include any software provided by Company), and (c) all intellectual property rights related to any of the foregoing.

3.4  Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies, and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

4.  PAYMENT OF FEES

4.1  Customer will pay Company the then applicable fees described in the Order Form or, for subscriptions taken online, displayed at the time of subscription, for the Services and Implementation Services in accordance with the terms therein (the “Fees”). Unless otherwise stated in the Order Form or at the time of online subscription, Fees for each Service Term are invoiced in advance and are non-cancellable and non-refundable except as expressly provided in Section 5.2 and Section 7. For the avoidance of doubt, Fees paid in advance are not refunded where the Service Term ends early as a result of a Switching Request under Section 5.4; they are retained in satisfaction of the early termination fee set out in Section 5.4. If Customer’s use of the Services exceeds the Included Users or the Included Audit Events set forth on the Order Form or displayed at the time of subscription, or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer does not agree to these changes, Customer must give notice of its intent to not renew the Agreement for such renewal term and stop using the Service on or before the effective date of renewal. If Customer fails to give notice of non-renewal, Customer’s payment information on file will be charged at the new Fees thereafter. If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department at billing@forestadmin.com.

4.2  Company reserves the right to increase fees as of the renewal date of the Agreement by the amount of the increase in the Consumer Price Index - All Urban Consumers of the Bureau of Labor Statistics of the U.S. Department of Labor for U.S. for All Items with Base Years 1982-1984=100. Those increases will be measured applying the twelve (12) month period ending in the month for which the most recent index results are available as of the renewal date of the Agreement.

4.3 Company may choose to bill through an invoice, in which case, all invoiced amounts are due and payable upon receipt of the invoice. Amounts remaining unpaid ten (10) days after the due date are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service.

4.4  Customer shall be responsible for all taxes associated with Services other than taxes based on Company’s net income. Additionally, Customer shall be responsible for any payment provider fees incurred upon remitting payment for the fees for the Services.

5.  TERM AND TERMINATION

5.1  Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as specified in the Order Form (collectively, the “Term”), unless either party requests termination in writing at least thirty (30) days prior to the end of the then-current term.

5.2  In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. If Customer terminates this Agreement for Company’s uncured material breach, Company will refund any prepaid Fees covering the period after the effective date of termination. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

5.3  In the event of the transition by or for Customer from the Services to a new, alternative or related service, Customer may request transition services to be provided by Company (the “Transition Assistance Services”), which Transition Assistance Services and costs therefor, applicable for a period of time reasonably required to complete the Transition Assistance Services (the “Transition Assistance Period”), shall be discussed and agreed upon in good faith in writing between the parties by means of an addendum to this Agreement. Without limiting the generality of the foregoing, during the agreed-upon Transition Assistance Period Company will perform the Services with at least the same degree of accuracy, quality, completeness, timeliness, responsiveness and cost-effectiveness as it provided and was required to provide the same or similar Services prior to the Transition Assistance Period.

5.4 Switching under Regulation (EU) 2023/2854. This Section 5.4 applies only where Customer qualifies as a “customer” under Regulation (EU) 2023/2854 (the “Data Act”).

5.4.a Customer may at any time during the Term notify Company of its decision to switch to another provider of data processing services or to on-premises infrastructure, or to erase its Customer Data, by written notice to billing@forestadmin.com or through the subscription settings of the Services, subject to a notice period of two (2) months from Company’s receipt of a complete request (the “Switching Request”).

5.4.b Within thirty (30) calendar days after the end of the notice period (the “Transition Period”), Company will make Customer Data, including Customer’s Forest Admin User Interface data, available for export in a structured, commonly used and machine-readable format through the standard export functionality of the Services, and will provide the information reasonably necessary for the switch. Customer may extend the Transition Period once, for a period of its choosing. Where completion within thirty (30) days is technically unfeasible, Company will notify Customer within fourteen (14) working days of the Switching Request with a justification and an alternative period not exceeding seven (7) months.

5.4.c This Agreement and the affected Service terminate on the earlier of Customer’s written confirmation that the export is complete or the end of the Transition Period, or, for an erasure request, at the end of the notice period. Customer Data remains retrievable for thirty (30) days after termination and is then deleted in accordance with the Data Processing Addendum.

5.4.d Company charges no fees for the switching process described in this Section. Assistance beyond the obligations in this Section is provided as Transition Assistance Services under Section 5.3.

5.4.e Where termination under this Section occurs before the end of the then-current Service Term, Customer shall pay, as a proportionate early termination fee within the meaning of the Data Act and of which Customer was informed before entering into this Agreement, the unpaid Fees for the remainder of that Service Term. Fees already paid for that period are retained in satisfaction of this fee. Company will charge no other fee or penalty in connection with switching.

5.4.f Trial, beta and sandbox services are excluded from this Section.

6.  WARRANTY AND DISCLAIMER

Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OFTHE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

7.  INDEMNITY

Company shall hold Customer harmless from liability to third parties resulting from infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service(i) not supplied by Company, (ii) made in whole or in part in accordance withCustomer specifications, (iii) that are modified after delivery by Company,(iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Service is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service.

8.  LIMITATION OF LIABILITY

NOT WITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OFUSE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.  MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. Notwithstanding the above, Company may transfer and assign any of its rights and obligations under this Agreement to a successor by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law without Customer consent, provided that the successor is not a competitor of the Customer. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions. The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with Company to serve as a reference account upon request.