Forge Master Subscription Agreement
VERSION 1.0 · SEPTEMBER 2026 · FORGE SOLUTIONS, CORP.
This Forge Master Subscription Agreement (this "Agreement") is entered into between Forge Solutions, Corp., a Delaware corporation ("Forge"), and the customer identified in the applicable Order Form ("Customer"). Forge and Customer are each a "Party" and together the "Parties." This Agreement is incorporated by reference into, and governs, each Order Form that references it. Capitalized terms not defined in an Order Form have the meanings given in this Agreement.
1. Definitions
1.1 Service. "Service" means the Forge jobsite documentation and estimating platform made available by Forge at forge.equipment and related applications, together with any updates Forge provides during the Term.
1.2 Seat. "Seat" means a single named user authorized to access the Service under Customer's account.
1.3 Customer Data. "Customer Data" means the data, files, photos, jobsite documentation, measurements, scopes, estimates, and other content that Customer or its users submit to or generate in the Service.
1.4 Order Form. "Order Form" means an ordering document that references this Agreement, sets out the plan, Seats, Fees, Effective Date, and Term, and is signed or otherwise accepted by both Parties. Each Order Form incorporates this Agreement by reference.
1.5 Term. "Term" means the Initial Term stated in the applicable Order Form, together with any Renewal Terms.
1.6 Sub Seat. "Sub Seat" means a named user, typically a subcontractor, with access limited to the tasks assigned to it and its own submitted pricing, without visibility into the job's full scope, estimates, or other users' pricing.
2. Subscription and License Grant
2.1 Access. Subject to this Agreement and payment of the Fees, Forge grants Customer a non-exclusive, non-transferable, revocable right to access and use the Service during the Term for Customer's internal business purposes, limited to the number of Seats purchased under the applicable Order Form.
2.2 Restrictions. Customer will not, and will not permit any third party to: (a) resell, sublicense, or make the Service available to any third party except Customer's authorized users; (b) copy, modify, or create derivative works of the Service; (c) reverse engineer or attempt to derive the source code of the Service, except as permitted by law; (d) use the Service to build a competing product; or (e) remove or obscure any proprietary notices.
2.3 Named Users. Each Seat is for one named user and may not be shared. Customer is responsible for all activity under its account and for maintaining the confidentiality of its credentials.
3. Seats and Additional Seats
3.1 Included Seats. The applicable Order Form states the plan, the number of included Seats, and the Base Subscription Fee.
3.2 Adding Seats. Customer may add Seats at any time during the Term at the Additional Seat Fee stated in the Order Form. Added Seats are billed on a prorated basis for the remainder of the then-current billing month and at the full monthly rate thereafter, for the remainder of the Term.
3.3 Reducing Seats. Seat reductions take effect at the start of the next Renewal Term. Customer remains responsible for Fees for all purchased Seats through the end of the then-current Term.
3.4 Sub Seats. A Sub Seat may occupy any of the Included Seats, and Customer's administrator may change any Included Seat between a full Seat and a Sub Seat at any time. Sub Seats beyond the Included Seats may be added at the Sub Seat Fee stated in the Order Form and are billed and administered the same as Additional Seats under Sections 3.2 and 3.3. A Sub Seat added at the Sub Seat Fee keeps the access limits in Section 1.6 and cannot be changed to a full Seat.
4. Term and Renewal
4.1 Initial Term. Each Order Form begins on its stated Effective Date and continues for the Initial Term stated in that Order Form.
4.2 Renewal. Each Order Form automatically renews for successive Renewal Terms of the same length as its Initial Term unless either Party gives written notice of non-renewal at least 30 days before the end of the then-current Term.
4.3 Price on Renewal. Fees for a Renewal Term will be the same as the prior Term unless Forge gives Customer at least 30 days' written notice of a price change before the Renewal Term begins.
5. Fees and Payment
5.1 Fees. Customer will pay the Base Subscription Fee, and any Additional Seat Fees and Sub Seat Fees, stated in the applicable Order Form. Fees are billed monthly in advance unless the Order Form specifies that Customer will pay annually in advance. Where Customer elects to pay annually in advance, the Order Form reflects a discounted rate; that rate is fixed for the Initial Term and any Renewal Term for which Customer continues to pay annually in advance, subject to Section 4.3. Onboarding under Section 10.3 is included regardless of billing cycle.
5.2 Payment Method. Customer authorizes Forge (or its payment processor) to charge Customer's payment method on file for all Fees when due.
5.3 Committed Term; No Refunds. The Initial Term and each Renewal Term stated in an Order Form are non-cancelable commitments except as expressly stated in Section 15. Fees are non-refundable except where required by law. If Customer stops using the Service before the end of a Term, Customer remains obligated to pay the Fees for the full Term.
5.4 Late Payments. Fees not paid when due accrue interest at 1.5% per month (or the maximum rate permitted by law, if lower) from the due date until paid. Customer will reimburse Forge for reasonable costs of collection.
5.5 Taxes. Fees are exclusive of taxes. Customer is responsible for all sales, use, and similar taxes, excluding taxes on Forge's net income.
6. Customer Responsibilities and Acceptable Use
6.1 Responsibility. Customer is responsible for its users' compliance with this Agreement and for the accuracy and legality of Customer Data.
6.2 Acceptable Use. Customer will not use the Service to store or transmit unlawful, infringing, or harmful material, or in a way that interferes with the Service or other customers.
7. Customer Data; Data Ownership and Use
7.1 Ownership. As between the Parties, Customer owns all right, title, and interest in Customer Data.
7.2 License to Forge. Customer grants Forge a non-exclusive, worldwide license to host, copy, process, transmit, and display Customer Data solely to provide and support the Service and as otherwise permitted in this Agreement.
7.3 Aggregated Data. Forge may collect and use aggregated and de-identified data derived from use of the Service (data that does not identify Customer or any individual) to operate, improve, and develop its products and services.
7.4 Security. Forge will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Data.
7.5 Export and Deletion. On termination or expiration, Forge will make Customer Data available for export in a commonly used format (such as CSV) for 30 days, after which Forge may delete Customer Data in the ordinary course.
8. Confidentiality
8.1 Definition. "Confidential Information" means non-public information disclosed by one Party that is marked confidential or that a reasonable person would understand to be confidential, including the Service, pricing, and Customer Data.
8.2 Obligations. The receiving Party will protect Confidential Information with at least reasonable care, use it only to perform under this Agreement, and not disclose it except to those who need to know and are bound by similar obligations. These obligations do not apply to information that is public through no fault of the receiving Party, independently developed, or rightfully received from a third party.
9. Intellectual Property
9.1 Forge IP. Forge owns all right, title, and interest in the Service and all related software, technology, and intellectual property. Except for the limited rights granted here, no rights are transferred to Customer.
9.2 Feedback. If Customer provides feedback or suggestions, Forge may use them without restriction or obligation.
10. Service Availability and Support
10.1 Availability and Support. Forge will use commercially reasonable efforts to make the Service available and to provide support during normal business hours.
10.2 Changes. Forge may modify or update the Service from time to time, provided it does not materially reduce core functionality during the Term. Planned maintenance and factors outside Forge's reasonable control may affect availability.
10.3 Onboarding. Forge will provide Customer up to three (3) onboarding sessions with the Forge team within the first 60 days of the Initial Term, covering account and team setup, adoption support, and integration with Customer's existing tools. Additional sessions are available by mutual agreement.
11. Warranties and Disclaimers
11.1 Authority. Each Party warrants that it has the authority to enter into this Agreement.
11.2 Limited Service Warranty. Forge warrants that the Service will perform materially in accordance with its then-current documentation. Customer's exclusive remedy for a breach of this warranty is for Forge to use reasonable efforts to correct the non-conformity or, if it cannot, to terminate the affected subscription and refund any prepaid, unused Fees for the affected period.
11.3 Estimates and AI Output. The Service assists with documentation and generates draft scopes and estimates based on inputs provided by Customer. Such output is provided for Customer's convenience and is not a substitute for Customer's own professional judgment. Customer is solely responsible for reviewing, verifying, and confirming the accuracy and completeness of all scopes, measurements, pricing, and estimates before relying on them or presenting them to any third party. Forge is not liable for any bids, contracts, or business decisions Customer makes based on Service output.
11.4 Disclaimer. Except as expressly stated in this Section 11, the Service is provided "AS IS" and Forge disclaims all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
12. Limitation of Liability
12.1 Excluded Damages. Neither Party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or data, even if advised of the possibility.
12.2 Cap. Except for Customer's payment obligations, each Party's total liability arising out of a given Order Form will not exceed the total Fees paid or payable by Customer under that Order Form in the 12 months before the event giving rise to the claim.
13. Indemnification
13.1 By Forge. Forge will defend Customer against third-party claims that the Service, as provided by Forge, infringes that third party's intellectual property rights, and will pay resulting damages finally awarded, provided Customer promptly notifies Forge and allows Forge to control the defense.
13.2 By Customer. Customer will defend Forge against third-party claims arising from Customer Data or Customer's use of the Service in breach of this Agreement, and will pay resulting damages finally awarded.
14. Suspension
14.1 Suspension. Forge may suspend Customer's access to the Service if Customer's account is more than 10 days past due, or if Customer's use poses a security risk or violates Section 6, after providing notice where practicable. Suspension does not relieve Customer of its payment obligations.
15. Termination
15.1 For Cause. Either Party may terminate the applicable Order Form if the other Party materially breaches this Agreement and does not cure the breach within 30 days after written notice (or immediately, in the case of non-payment not cured within 10 days after notice).
15.2 Effect. On termination or expiration, Customer's right to use the Service ends, and all Fees accrued through the effective date of termination become due. Sections that by their nature should survive (including Fees owed, Confidentiality, Intellectual Property, Disclaimers, Limitation of Liability, and Indemnification) survive termination.
15.3 No Termination for Convenience. Except as stated in this Section 15, neither Party may terminate an Order Form for convenience during its Term, and early cessation of use does not reduce Customer's payment obligations for the Term.
16. General Provisions
16.1 Governing Law. This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws rules. The Parties consent to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware.
16.2 Independent Contractors. The Parties are independent contractors; nothing here creates a partnership, agency, or employment relationship.
16.3 Assignment. Neither Party may assign this Agreement without the other's consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets, on notice.
16.4 Notices. Notices must be in writing and sent to the contact addresses in the applicable Order Form (or by email to the address associated with the account) and are effective on receipt.
16.5 Force Majeure. Neither Party is liable for delays or failures caused by events beyond its reasonable control.
16.6 Entire Agreement; Amendment. This Agreement, together with each Order Form that references it, is the entire agreement between the Parties on its subject and supersedes prior discussions. Except as stated in Section 16.8, it may be amended only in a writing signed by both Parties. If any provision is unenforceable, the rest remains in effect.
16.7 Counterparts; Electronic Signature. An Order Form may be signed in counterparts and by electronic signature, each of which is an original and together one agreement.
16.8 Updates to this Agreement. Forge may revise this Agreement from time to time by posting an updated version at this URL with a new effective date and version number. The version of this Agreement in effect on an Order Form's Effective Date governs that Order Form for its Initial Term. A material revision applies to an existing Order Form only from that Order Form's next Renewal Term, and only after Forge gives Customer at least 30 days' written notice (email is sufficient) of the change. Forge will archive prior versions and make them available to Customer on request.