The Works from Forceworks Subscription Agreement

THIS THE WORKS FROM FORCEWORKS SUBSCRIPTION AGREEMENT (THE “AGREEMENT”) SETS FORTH THE LEGALLY BINDING TERMS FOR OUR SUBSCRIPTION SERVICE (THE “SERVICE”). BY ACCEPTING THIS AGREEMENT UPON OUR RECEIPT OF YOUR FIRST PAYMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. THE CUSTOMER SHOULD CAREFULLY READ THE FOLLOWING TERMS BEFORE MAKING THE FIRST PAYMENT.

This Agreement was last updated on August 31, 2022. It is effective between Customer and Forceworks LLC as of the date Customer accepts this Agreement which acceptance shall occur on the date of the First Payment received by Forceworks from Customer (the “Effective Date”).  A copy of this Agreement shall be added by Forceworks to the Customer’s Account record as of the Effective Date, the Customer is advised to also print and retain a copy.

Forceworks and Customer hereby agree as follows:

1. Subscription Service. Subject to the terms and conditions of this Agreement, and during the Term, Forceworks hereby grants to Customer a non-exclusive, terminable, non-transferable right and license to access and use the Services pursuant to the Agreement, in and under Forceworks’ intellectual property rights, solely for Customer’s internal business operations and for no other use or purpose.  Forceworks shall provide the service defined as “The Works from Forceworks” as set forth in this Agreement. Forceworks may update the Service from time to time in its sole discretion and in accordance with this Agreement as part of its ongoing mission to improve the Service and Customer’s use of the Service.

1.2 Services Included for Products Selected by Customer on Quote

1.2.1 Strategic Advice and Consulting. The Customer can seek advice from their Dedicated Customer Success Manager at any time during normal working hours. In addition, one time each month, the Customer may request a dedicated Strategy call with our two principals.

1.2.2 Design. The Customer is entitled to unlimited design sessions with their Dedicated Customer Success Manager during normal working hours.

1.2.3 Support. The Customer and any of their internal users are entitled to submit unlimited Support Tickets into our Ticketing System.

1.2.4 Training. The Customer and any of their internal users are entitled to unlimited Training calls with their Dedicated Customer Success Manager during normal working hours.

1.2.5 Monitoring. Our team will periodically review various aspects of the Customers environment for performance issues at least once a month.

1.2.6 Data Management. The Customer is entitled to unlimited guidance from their Dedicated Customer Success Manager regarding the Customers importing of data.

1.2.7 Administration. In response to Customer submitted tickets, their Dedicated Customer Success Manager will add or remove users and assign or unassign roles.

1.2.8 Deployment. For a new deployment, the Customer’s Dedicated Customer Success Manager will oversee our team’s execution of a standard deployment.

1.2.9 Reporting. The Customer is entitled to unlimited report-building services for Native Charts and Dashboards and Power BI if a Selected Product.

1.2.10 Customizations. The Customer is entitled to unlimited Customizations that can be performed from the UI without development code.

1.2.11 Automation. The Customer is entitled to unlimited Automations using our discretionary choice of either Power Automate or Native workflows.

1.2.12 Security. The Customer is entitled to unlimited modifications to or the creation of Security roles.

1.2.13 Cost Management. Our team will periodically review various aspects of the Customers environment for cost-impacting issues at least once a month.

1.3 Excluded Services

1.3.1 Any task that requires “development code” is expressly excluded from this service. Our Support by Blocks model can be utilized for these tasks. Examples include but are not limited to: Any work outside of the Microsoft Power Platform boundaries, Plugins development, Actions development, writing advanced expressions or formulas, writing javascript, logic apps, writing css, writing html, writing PHP, writing xaml, creating variables, creating controls, using the command line interface, using Visual Studio or similar development tools, or working directly with APIs.

1.3.2 Accelerated tasks. This service assumes a normal pace of work for tasks. If the Customer desires an accelerated timeline, our Support by Blocks model can be utilized for these tasks.

1.3.3 Unlimited Services are available up to the team’s working capacity during any given month. For tasks that will exceed the working capacity, they can be deferred to the following month, or our Support by Blocks model can be utilized to add temporary additional resources.

1.3.4 Microsoft Terms. Our Team will not knowingly perform any services or provide any assistance that would cause the Customer to be in violation of any Microsoft Terms of Services.

1.4 Your Team.

1.4.1 A Customer Success Team for a Customer will include a Dedicated Success Manager, supported by one Analyst, one general Specialist, and one additional Specific Specialist for each Premium product the Customer selected.

1.4.2 Service Access. In order to perform the services under this agreement, our Team will require access to the Customer environments. The Customer shall provide the minimum level of access required for the Team to perform the Services at the Customer’s expense.

1.4.3 Service Classes. In order to provide the lowest cost possible, yet still allow flexibility for differing Customer needs, we utilize Service Classes based on the total monthly cost. The classes are Coach Class, Business Class and First Class. This will be indicated on the Quote, and Customers can upgrade to a higher class at their discretion.

1.5 User, for the purposes of this Agreement, is any Named User Account (excluding our Team members) who is licensed for and has login access to the Supported Products.

The Service is purchased as a subscription under the foregoing license.

3. Term, Fees, Payment & Taxes.

3.1 Term of Agreement. The Term of this Agreement shall be for twelve (12) months commencing on the Effective Date (the “Initial Term”).  The Term shall be automatically extended for successive Renewal Terms of twelve (12) months each, at the then current terms, unless either party provides written notice of non-renewal to the other at least thirty (30) days before the end of a term.

3.2 Fees and Payment. The Customer shall pay Forceworks the fees for the Service (“Subscription Fees”), as agreed. All payments shall be made in United States Dollars (USD). If the Customer requests (and Forceworks agrees) for Forceworks to accept payments denominated in a foreign currency, a minimum surcharge of 5% will apply to each invoice. Subscription Fees on each subsequent Renewal shall be adjusted upward by the trailing 12-month Average Change in the US Consumer Price Index on the renewal date. The Subscription Fees shall accrue and will be invoiced and due monthly in advance for electronic payment only.

3.3 Pre-Payment Option. The Customer can elect to pay the entire annual subscription in advance for the discounted cost indicated on the Quote. If changes occur during the term, like adding a Premium Product, or additional users, the customer will pay the additional monthly cost times the remaining months in the term.

3.4 Taxes. Subscription Fees do not include any local, state, federal or foreign taxes, levies, or duties of any nature, including value-added, sale, use, or withholding taxes (“Taxes”). The Customer is responsible for paying all Taxes, excluding only taxes based on Forceworks net income. If Forceworks has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides Forceworks with a valid tax exemption certificate authorized by the relevant taxing authority.

3.5 Late Payments. Late payments shall be subject to a service charge equal to 1.5% of the amount due (calculated monthly) or the maximum amount allowed by law, whichever is less.

4. Termination. Either party may immediately terminate this Agreement if the other party commits a material breach of any provision of this Agreement or the Terms of Service, which breach is not cured within thirty (30) days of written notice from the non-breaching party. Such notice by the complaining party shall expressly state all of the reasons for the claimed breach in sufficient detail to provide the allegedly breaching party a meaningful opportunity to cure such alleged breach. Upon termination or expiration of this Agreement for any reason, Customer and its Affiliate(s) shall have no rights to continue to use the Service. If Customer terminates this Agreement for any reason other than a material breach by Forceworks, Customer agrees that Forceworks shall be entitled to all of the fees, including, without limitation, the Subscription Fees, due under this Agreement for the then-current Term. If this Agreement is terminated due to a material breach on Forceworks’ part, Forceworks shall refund the pro-rata portion of any Subscription Fees paid by Customer to Forceworks under this Agreement for the terminated portion of the Term.

4.2 Forceworks Prior I.P. on Termination. At the end of the term, if the Customer is not renewing, or in the case of early termination for any reason, any Forceworks-owned I.P., including Addons, shall either be removed from all Customer environments, or the Customer may continue to use the I.P. by converting the I.P to subscription(s) at the then-current pricing for the I.P.  at the time of termination.

5. Professional Development Services. Customer may contract additionally with Forceworks for Professional Development Services under Forceworks’ Support by Blocks model, under a separate Agreement. The Terms of that Agreement will supersede the terms of this Agreement for the portions of work performed under that Agreement.

5.2 Intellectual Property. All recommendations, ideas, techniques, know-how, designs, programs, code, enhancements, software, and other technical information provided to Customer by Forceworks in the course of performing the Services hereunder (Intellectual Property) are the property of Forceworks and Forceworks shall retain title to such collateral and software, but Customer shall have a perpetual, royalty-free right to use such collateral and software, which shall not be affected by the termination of this Agreement. Without the prior written consent of Forceworks, Customer agrees, that it shall not re-sell, or make available to any third-party, the Intellectual Property of Forceworks, in whole or in part. Customer agrees that such a release would cause irreparable harm to Forceworks and Customer shall be financially liable to Forceworks for knowingly or unknowingly releasing said Intellectual Property.

6. Warranties.

6.1 Services Warranty. Forceworks warrants that (a) it and each of its employees, consultants, and subcontractors, if any, Forceworks used to provide and perform Services have the necessary knowledge, skills, experience, qualifications, and resources to provide and perform the Services in accordance with this Agreement, and (b) the Services will be performed for and delivered to Customer in a good, diligent, workmanlike manner in accordance with industry standards and applicable laws and governmental regulations. If through no fault or delay of Customer the Services do not conform to the foregoing warranty, and Customer notifies Forceworks within sixty (60) days of Forceworks’ delivery of the Services, Customer’s sole and exclusive remedy is to have Forceworks re-perform the non-conforming portion(s) of the Services.

7. Business Associate Agreement. If required for HIPAA compliance, the parties shall comply with the terms and conditions of a Business Associate Agreement (“BAA”), made by and between the parties once signed. The parties shall further negotiate in good faith any amendments to the BAA to the extent necessary to comply with any changes to applicable laws and regulations.

8. Screening for Viruses and Malicious Code. Forceworks will use commercially reasonable measures, including generally accepted virus screening software, to protect the Service or software used from viruses and other malicious code. If any viruses and other malicious code are discovered, they will be corrected pursuant to the provisions of this Agreement relating to support.

9. Disclaimer of Warranties. FORCEWORKS DOES NOT REPRESENT THAT CUSTOMER’S USE OF THE SERVICE OR TRANSMISSION OF CUSTOMER DATA TO/FROM THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE OR THAT THE SERVICE WILL MEET THE CUSTOMER’S REQUIREMENTS. FURTHERMORE, FORCEWORKS DOES NOT REPRESENT THE ACCURACY OF THE INFORMATION OR DATA IN THE SERVICE, OR THAT ALL ERRORS IN THE SERVICE AND DOCUMENTATION WILL BE CORRECTED, OR THAT THE OVERALL SYSTEM THAT MAKES THE SERVICE AVAILABLE (INCLUDING BUT NOT LIMITED TO THE INTERNET, THE MICROSOFT CLOUD, OTHER TRANSMISSION NETWORKS, AND CUSTOMER’S LOCAL NETWORK AND EQUIPMENT) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE WARRANTIES STATED HEREIN ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY FORCEWORKS. THERE ARE NO OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.

EXCEPT AS OTHERWISE STATED HEREIN, THE SERVICES AND DELIVERABLES PROVIDED TO THE CUSTOMER ARE PROVIDED TO THE CUSTOMER ON AN “AS IS” AND “AS AVAILABLE” BASIS AND FOR COMMERCIAL USE ONLY. THE CUSTOMER ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICE AND DELIVERABLE(S) OR THE INFORMATION GENERATED THEREBY IS ACCURATE OR SUFFICIENT FOR THE CUSTOMER’S PURPOSES. THE WARRANTIES STATED IN SECTION 6.1 ABOVE ARE THE SOLE REMEDIES FOR THE CUSTOMER AND EXCLUSIVE OBLIGATIONS OF FORCEWORKS RELATED TO THE SERVICES AND DELIVERABLES TO BE PERFORMED FOR AND DELIVERED TO THE CUSTOMER PURSUANT TO THIS AGREEMENT.

10. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO ANYONE FOR LOST PROFITS OR REVENUE OR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, COVER, SPECIAL, RELIANCE OR EXEMPLARY DAMAGES, OR INDIRECT DAMAGES OF ANY TYPE OR KIND HOWEVER CAUSED, WHETHER FROM BREACH OF WARRANTY, BREACH OR REPUDIATION OF CONTRACT, NEGLIGENCE, GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR ANY OTHER LEGAL CAUSE OF ACTION FROM OR IN CONNECTION WITH THIS AGREEMENT OR THE BAA (AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) TO THE MAXIMUM EXTENT PERMITTED BY LAW AND SHALL IN NO EVENT EXCEED THE DIRECT DAMAGE LIMITATIONS AS SET FORTH IN THIS SECTION 10 BELOW.

Except with regard to amounts due under this Agreement, liability arising out of or in connection with the Service, or Deliverables, liability resulting from gross negligence or willful misconduct, or claims subject to indemnification as set forth in Section 11 hereof, the maximum liability one party may have to the other party whatsoever arising out of or in connection with any license, use or other employment of the Service, whether such liability arises from any claim based on breach or repudiation of the contract, breach of warranty, negligence, tort, or otherwise, shall in no case exceed One Million Dollars ($1,000,000). The maximum liability of Forceworks to any person, firm, or corporation arising out of or in connection with any Services or Deliverables shall be the amount paid by Customer for the Services giving rise to the liability. The parties acknowledge that the limitations set forth in this Section 10 are integral to the amount of fees charged in connection with making the Service available to Customer and providing Services and that, were Forceworks to assume any further liability other than as set forth herein, such fees would of necessity be set substantially higher.

11. Indemnification.

11.1 Infringement. Forceworks shall, at its own expense and subject to the limitations set forth in this Section, defend Customer from and against any allegations, threats, claims, suits, and proceedings brought by third parties (collectively “Claims”) alleging that the Services, as used in accordance with this Agreement, infringes third party copyrights, trade secrets or trademarks and shall indemnify and hold Customer harmless from and against liability, damages and costs finally awarded or entered into in settlement (including, without limitation, reasonable attorneys’ fees) (collectively, “Losses”) to the extent based upon such a Claim. If a Claim of infringement is brought or threatened, Forceworks shall, at its sole option and expense, use commercially reasonable efforts either (a) to procure a license that will protect Customer against such Claim without cost to Customer, (b) to modify or replace all or portions of the Service as needed to avoid the alleged infringement, such update or replacement having substantially similar or better capabilities, or (c) if (a) and (b) are not commercially feasible, terminate this Agreement and refund to Customer a pro-rata refund of the Subscription Fees paid for under the Agreement for the terminated portion of the Term. The rights and remedies granted to Customer under this Section 11.1 state Forceworks’ entire liability and Customer’s exclusive remedy regarding any claim of infringement of the intellectual property rights of a third party.

11.2 Customer’s Indemnity. Customer shall, at its own expense and subject to the limitations set forth in this Section, defend Forceworks from and against any Claims (a) alleging that the Customer Data or any trademarks or service marks, or any use thereof, infringes the intellectual property rights or other rights, or has caused harm to a third party, or (b) arising out of Customer’s breach of Sections 1.4 (Customer’s Lawful Conduct), 1.8 (Confidentiality) or 1.11 (Restrictions) of the Terms of Service, and shall indemnify and hold Forceworks harmless from and against liability for any Losses to the extent based upon such Claims.

11.3 Indemnification Procedures and Survival. In the event of a potential indemnity obligation under this Section, the indemnified party shall (a) promptly notify the indemnifying party in writing of such Claim, (b) allow the indemnifying party to have sole control of its defense and settlement (provided that the indemnifying party shall make no admission of fault or wrongdoing or other statement reflecting negatively on the indemnified party without the indemnified party’s prior express written consent), and (c) upon request of the indemnifying party, cooperate in all reasonable respects, at the indemnifying party’s cost and expense, with the indemnifying party in the investigation, trial, and defense of such Claim and any appeal arising therefrom. The indemnification obligations under this Section are expressly conditioned upon the indemnified party’s compliance with this Section 11.3, except that failure to notify the indemnifying party of such Claim shall not relieve that party of its obligations under this Section, but such Claim shall be reduced to the extent of any damages attributable to such failure. The indemnification obligations contained in this Section shall survive termination of this Agreement for one (1) year.

12. General Provisions.

12.1 Assignment. Neither party may assign this Agreement without the written consent of the other; provided, however, that Forceworks may assign this Agreement and delegate its obligations hereunder to any of its affiliates, or a successor, by way of merger or consolidation or the acquisition of substantially all of the business or assets relating to the subject matter of this Agreement, without Customer’s prior written consent. Subject to the foregoing, this Agreement shall be binding on and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

12.2 Governing Law; Jurisdiction; Venue. This Agreement shall be governed by the laws of the State of Florida and any controlling U.S. federal law and excluding the Uniform Computer Information Transactions Act (UCITA) and the United Nations Convention on Contracts for the International Sale of Goods (CISG). Any disputes, actions, claims, or causes of action arising out of or in connection with this Agreement (or the Service) shall be subject to the exclusive jurisdiction of the state and federal courts located in the Judicial District 11: Hillsborough County Florida.

12.3 Attorneys’ Fees and Costs. The prevailing party in any action to enforce this Agreement will be entitled to recover its attorneys’ fees and costs in connection with such action. In the event of any litigation or any controversy or dispute arising out of or in connection with this Agreement, its interpretations, its performance, or the like, the prevailing party shall be awarded reasonable attorneys’ fees and costs. If any provision is held by a court of competent jurisdiction to be contrary to law, such provision shall be eliminated or limited to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.

12.4 Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to the Customer will be addressed to the relevant billing contact designated by the Customer. All other notices to Customer will be addressed to the appropriate Service administrator designated by Customer.

12.5 Amendments; Waivers. No supplement, modification, or amendment of this Agreement will be binding unless executed in writing by a duly authorized representative of each party to this Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in writing signed by a duly authorized representative on behalf of the party claimed to have waived. No provision of any purchase order or other business form employed by Customer will supersede the terms and conditions of this Agreement. Any such document relating to this Agreement will be for administrative purposes only and have no legal effect.

12.6 Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement. This Agreement does not create any joint venture, partnership, agency, or employment relationship between the parties, although Forceworks reserves the right to name Customer as a User of the Service.

12.7 Non-Solicitation/Non-Hire. During the Term, the Customer will not directly or indirectly solicit, employ or engage the services of any of the employees and contractors of Forceworks who were involved in providing Professional Services under or relating to this Agreement without prior written permission of Forceworks.

12.8 Force Majeure. Neither party shall be liable for any loss or delay (including failure to meet the service response time commitments) resulting from any force majeure event, including, but not limited to, acts of God, fire, natural disaster, terrorism, labor stoppage (other than those involving Forceworks employees), Internet service provider failures or delays, civil unrest, war or military hostilities or criminal acts of third parties (collectively, a “Force Majeure Event”), and any payment date or delivery of Service date shall be extended to the extent of any delay resulting from any Force Majeure Event.

12.9 Entire Agreement. This Agreement shall constitute the entire understanding between Customer and Forceworks and is intended to be the final and complete expression of their agreement. The parties expressly disclaim any reliance on any prior discussions, emails, Requests for Proposals, or understandings between the parties. There are no other verbal agreements, representations, warranties, undertakings, or other agreements between the parties. Under no circumstances will the terms, conditions, or provisions of any purchase order, invoice, or other administrative document issued by Customer in connection to this Agreement be deemed to modify, alter or expand the rights, duties, or obligations of the parties under, or otherwise modify this Agreement, regardless of any failure of Forceworks to object to such terms, provisions or conditions. This Agreement shall not be modified or amended, except as expressly set forth herein or in the Terms of Service, or in writing and signed or accepted electronically by the party against whom the modification, amendment, or waiver is to be asserted. Any provisions that are by their nature intended to survive termination of this Agreement will continue to survive following termination.

ADDITIONAL TERMS

13 Third-Party Products and Services. Forceworks may offer Third-Party Applications from third parties for sale under separate Orders or as links or integrations to the Service. Any purchase and use of such Third-Party Applications by Customer shall be subject to the terms specified by such third parties in connection with such Third-Party Applications. Forceworks does not provide any warranties concerning any such Third-Party Applications. Any purchase by Customer of any Third-Party Applications is solely between Customer and the applicable third-party provider. Forceworks is not responsible for the availability or the quality, accuracy, integrity, fitness, safety, reliability, legality, or any other aspect of such Third-Party Applications or any descriptions, promises, or other information related to the foregoing. If Customer installs or enables Third-Party Applications for use with Applications covered by the Service, Customer agrees that Forceworks shall not have any responsibility for these Third-Party applications.

14 Confidentiality. For purposes of this Agreement, “Confidential Information” shall include the terms of the Agreement, Customer Data, each party’s proprietary technology, intellectual property, trade secrets, business processes and product information, designs and issues, and any information (whether or not reduced to writing or designated as confidential). Confidential Information shall not include (a) information that is known publicly; (b) information that is generally known in the industry before the disclosure; (c) information that has become known publicly, without fault of the receiving party, subsequent to disclosure by the disclosing party; (d) information which the receiving party receives from a third party without a duty of confidentiality, where such third party had the lawful right to disclose such information to the receiving party; or (e) De-Identified Data. Each receiving party agrees (a) to keep confidential all Confidential Information, (b) not to use or disclose Confidential Information, except to the extent necessary to perform its obligations or exercise its rights under the Agreement or as directed by the disclosing party, (c) to protect the confidentiality thereof in the same manner as it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of such Confidential Information), and (d) to only make Confidential Information available to authorized persons of the receiving party on a “need to know” basis. Receiving party may disclose Confidential Information on a need-to-know basis to its contractors and service providers who have executed written agreements requiring them to maintain such information in strict confidence and use it only to facilitate the performance of their services in connection with the performance of the Agreement. Notwithstanding the foregoing, this Section will not prohibit the disclosure of Confidential Information to the extent that such disclosure is required by law or order of a court or other governmental authority or regulation.

15 Ownership of Customer Data. All title and intellectual property rights in and to the Customer Data are owned exclusively by the Customer. Customer service marks, logos, and product and service names are marks of the Customer (the “Customer Marks”). Customer grants Forceworks during the Term and up to (12) months following the conclusion of the Term, the right to display the Customer Marks on its websites and marketing and other promotional materials.

16 Modification; Discontinuation of the Service.

16.1    To the Service. Forceworks may make modifications to the Service or particular components of the Service from time to time and will use commercially reasonable efforts to notify the Customer of any material changes. Forceworks reserves the right to discontinue offering the Service at any time for any reason. Forceworks shall not be liable to Customer nor any third party for any modification of the Service.

16.2    To Applicable Terms. If Forceworks makes a material change to these Terms, then Forceworks will notify the Customer by either sending an email to the notification email address or posting a notice in the Customer’s account. If the change has a material adverse impact on the Customer and the Customer does not agree to the change, the Customer shall notify Forceworks via support@forceworks.com within thirty (30) days after receiving notice of the change. If Customer notifies Forceworks, Customer will remain governed by the Terms of Agreement immediately before the change until the end of the then-current Term for the affected Service. If the affected Service is renewed, it will be renewed under Forceworks’ then-current Terms.

SERVICE RESPONSE TIMES

Support Hours 9 am – 5 pm, Eastern Time, Business Days
Submission Channels: Email, Microsoft Teams, Customer Online Portal
Response Time*
All issues. During Working Hours, maximum of four hours response time, Outside of Working Hours maximum of twelve hours response time

*Response time begins when Forceworks receives the Customer inquiry via any Submission Channel.

By subscribing or renewing, you expressly agree to these terms and conditions.