This agreement governs Customer's access to and use of ForgeStop's software-as-a-service platform and related services.
By accessing the Dashboard at dashboard.forgestop.com, executing an Order Form, or using the Services, Customer acknowledges that it has read, understood, and agrees to be bound by this Agreement, and the policies referenced herein.
This Master Subscription Agreement ("Agreement") is between ForgeStop Technology Corp, a Delaware corporation ("ForgeStop," "we," "us," or "our") and you (if you act in your individual capacity) or the company, organization, or other legal entity on behalf of which you act as an authorized representative (in either case, "Customer").
This Agreement governs Customer's access to and use of ForgeStop's software-as-a-service platform and related services, including all related application programming interfaces, mobile applications, integrations, and add-ons (collectively, the "Services") under the applicable service plan selected by Customer and described in the Order Form, at forgestop.com, or as otherwise agreed between the parties (the "Service Plan").
BY USING THE SERVICES, SELECTING A SERVICE PLAN, ENTERING INTO AN ORDER FORM, OR OTHERWISE SUBSCRIBING TO THE SERVICES, CUSTOMER AGREES TO BE LEGALLY BOUND BY THIS AGREEMENT.
1.1 "Affiliate" means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with such party.
1.2 "Authorized User" means an individual who is: (i) an employee of Customer; (ii) an authorized agent or contractor of Customer; or (iii) an End User, to whom access credentials have been issued and whose access has not been terminated or suspended.
1.3 "Confidential Information" means any proprietary information relating to a party's business, including all data, materials, products, technology, computer programs, specifications, manuals, business plans, software, trade secrets, workflows, source code, data models, marketing plans, financial information, and other information disclosed pursuant to this Agreement that is marked confidential or would reasonably be considered confidential.
1.4 "Customer Data" means all data, content, and information that Customer, its Authorized Users, or End Users submit, upload, or otherwise provide to the Services.
1.5 "Documentation" means the user guides, manuals, and other documentation relating to the Services made available by ForgeStop at forgestop.com or within the App or defined Services.
1.6 "End User" means individual customers or consumers of Customer that Customer permits to interact with the Services through Product Authentication.
1.7 "NFC Tag" means Near Field Communication technology integrated into Customer's products that enables smartphone interaction with the Services.
1.8 "Order Form" means the ordering document entered into between the parties that references this Agreement and specifies the Services, pricing, and other commercial terms. For free or trial services, the "Order Form" may be the online registration or account creation process accessed through the Dashboard.
1.9 "Service Plan" means the service tier, feature set, usage limits, and commercial terms applicable to Customer's use of the Services, which may be a paid subscription, free tier, trial, or partner arrangement.
1.10 "Product Authentication" means the process by which End Users verify product authenticity using NFC Tags or other ForgeStop technology.
1.11 "Services" means ForgeStop's product authentication, anti-counterfeiting, and customer engagement platform, including the Dashboard, hosted software, mobile applications, APIs, analytics, and related services.
1.12 "System Data" means data generated by or obtained through use of the Services, excluding Customer Data.
1.13 "Usage Data" means data relating to Customer's and Authorized Users' access to and use of the Services, including configuration, performance metrics, and interaction data.
Subject to the terms of this Agreement and Customer's compliance herewith, ForgeStop will provide Customer access to the Services during the Term based on Customer's Service Plan, including any applicable usage limits, feature restrictions, or service levels.
ForgeStop grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Term to:
ForgeStop will use commercially reasonable efforts to make the Services available 24/7, except for: planned maintenance (with advance notice when practicable), emergency maintenance, Force Majeure Events, and circumstances beyond ForgeStop's reasonable control.
ForgeStop may modify the Services to maintain or enhance service quality and performance, comply with applicable law, or improve security or functionality. If modifications materially reduce core functionality, Customer may terminate within 30 days and receive a pro-rated refund of prepaid fees.
ForgeStop will provide standard customer support as described in the Documentation. Additional support tiers may be available under separate agreement or upgraded Service Plans. Contact: help@forgestop.com.
Customer shall: provide accurate, complete, and current information; maintain compatible systems and internet connectivity; use the Services in compliance with this Agreement and applicable law; and promptly notify ForgeStop of any security breaches or unauthorized access.
Customer must: maintain the confidentiality of access credentials; immediately notify ForgeStop of unauthorized access; assume responsibility for all activities under Customer's account; and regularly review and manage Authorized User access.
Customer may not and will not permit others to: reverse engineer, decompile, or disassemble the Services; use the Services to develop competing products; share access credentials with unauthorized parties; upload malicious code or engage in harmful activities; access the Services beyond the scope of granted rights; or remove or modify proprietary notices.
Customer represents and warrants that: Customer owns or has rights to all Customer Data; Customer Data does not violate third-party rights; Customer Data complies with applicable laws and regulations; and Customer will maintain appropriate data security measures.
Customer is responsible for: procuring compatible NFC Tags and labeling materials; ensuring proper integration with Customer's products; meeting technical specifications provided by ForgeStop; and managing product lifecycle and authentication requirements.
Customer acknowledges and agrees that: access to or use of the Dashboard constitutes acceptance of this Agreement; all activities within the Dashboard are subject to this Agreement; Customer is responsible for ensuring all Authorized Users comply with this Agreement; and Dashboard access may be logged and monitored for security and compliance purposes.
4.1 Customer retains all rights to Customer Data. ForgeStop will not access or use Customer Data except as necessary to provide the Services or as expressly permitted herein.
To the extent ForgeStop processes personal data on Customer's behalf, the parties will execute ForgeStop's Data Processing Agreement, incorporated herein by reference. The current list of sub-processors is available at forgestop.com/subprocessors. Customer's use of the Services is also subject to ForgeStop's policies available at the ForgeStop Legal Hub, including:
ForgeStop owns all System Data and Usage Data. ForgeStop may use such data to: operate, maintain, and improve the Services; generate aggregated, anonymized analytics and insights; and develop new features and services.
ForgeStop will maintain appropriate technical and organizational measures to protect Customer Data, including: encryption of data in transit (TLS 1.2+) and at rest (AES-256); access controls and authentication; regular security assessments; and incident response procedures.
ForgeStop will notify Customer within 72 hours of becoming aware of any security incident affecting Customer Data and will cooperate in investigation and remediation efforts.
ForgeStop retains all rights to the Services, including all intellectual property rights. This Agreement grants only the limited access rights expressly stated herein.
Customer retains all rights to Customer Data and Customer's pre-existing intellectual property.
Any feedback, suggestions, or improvements provided by Customer regarding the Services may be used by ForgeStop without restriction or compensation.
During the Term, each party may use the other's name and logo for marketing purposes, subject to brand guidelines and prior approval for press releases.
Customer will pay the fees specified in the Order Form or Service Plan. For paid services, fees are non-refundable except as expressly stated herein. Free and trial services are provided at no charge subject to applicable usage limits and restrictions.
For paid Service Plans: fees are due in advance of each billing period; payment by credit card or ACH as specified in the Order Form; late payments subject to 1.5% monthly interest; Customer responsible for all taxes except ForgeStop's income taxes.
ForgeStop may modify fees for paid services with 60 days' prior notice. For free services, ForgeStop may change terms or convert to paid services with 30 days' notice.
All Service Plans include usage limits. If Customer exceeds limits: free/trial users may have service suspended or restricted; paid users will either upgrade the plan or pay overage fees as specified.
This Agreement begins on the Effective Date and continues for the Initial Term specified in the Order Form. The Agreement will automatically renew for successive renewal periods unless either party provides written notice of non-renewal at least 30 days prior to the end of the then-current term.
Either party may terminate this Agreement immediately upon written notice if the other party: materially breaches this Agreement and fails to cure within 30 days after notice; becomes insolvent or makes an assignment for the benefit of creditors; or ceases to do business in the ordinary course.
Upon termination: all access rights immediately cease; ForgeStop will provide Customer Data export for 60 days; accrued payment obligations survive termination; and confidentiality obligations survive termination.
Each party represents and warrants that: it has the authority to enter into this Agreement; this Agreement constitutes a valid, binding obligation; and its performance will not violate any other agreement or law.
ForgeStop warrants that: the Services will perform substantially in accordance with the Documentation; ForgeStop will use industry-standard security measures; and ForgeStop has the right to provide the Services.
EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. FORGESTOP DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
FORGESTOP DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR WILL PREVENT ALL COUNTERFEITING OR UNAUTHORIZED USE OF CUSTOMER'S PRODUCTS.
FORGESTOP'S TOTAL LIABILITY ARISING FROM THIS AGREEMENT WILL NOT EXCEED THE AMOUNT PAID BY CUSTOMER IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR DATA.
The limitations above do not apply to: either party's indemnification obligations; willful misconduct or gross negligence; breaches of confidentiality; or violations of intellectual property rights.
ForgeStop will defend Customer against third-party claims that the Services infringe intellectual property rights and will pay resulting damages, provided Customer promptly notifies ForgeStop and cooperates in the defense.
Customer will defend ForgeStop against third-party claims arising from: Customer Data or Customer's use of the Services; Customer's breach of this Agreement; Customer's violation of applicable law; or integration of the Services with Customer's products.
This Agreement is governed by Delaware law, excluding conflict of law principles.
Disputes will be resolved through binding arbitration under AAA Commercial Arbitration Rules, with proceedings in Delaware.
Neither party will be liable for delays or failures due to circumstances beyond its reasonable control.
Customer may not assign this Agreement without ForgeStop's consent. ForgeStop may assign this Agreement with notice to Customer.
This Agreement, together with any Order Forms and referenced policies, constitutes the entire agreement between the parties.
This Agreement may only be amended by written agreement signed by both parties, except that ForgeStop may update this Agreement with 30 days' notice for material changes.
If any provision is unenforceable, the remainder of the Agreement will remain in effect.
Notices must be in writing and sent to the addresses specified in the Order Form or Customer's account settings. General inquiries: help@forgestop.com.
This Agreement is supplemented by the following policies, which are incorporated herein by reference:
Customer's continued use of the Services constitutes acceptance of any updates to these policies. All policies are available at the ForgeStop Legal Hub.
By accessing the Dashboard at dashboard.forgestop.com, executing an Order Form, or using the Services, Customer acknowledges that it has read, understood, and agrees to be bound by this Agreement.
← Back to Legal · Version 1.1 · Last revised: March 2026 · help@forgestop.com
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