Terms of Service

These Terms of Service (this “Agreement”) are entered into between Forge Drive, Inc. (“Forge”) and the entity that engages Forge to provide the Services (“Customer”). By executing an order form, statement of work, or similar ordering document that references this Agreement (an “Order Form”), accepting a quote or proposal that references this Agreement, providing Forge with access credentials for the purpose of receiving the Services, or otherwise engaging Forge to provide the Services, Customer agrees to be bound by this Agreement.

If Customer has more than one dealership location or operates through affiliates, this Agreement binds only the legal entity named on the Order Form (and any locations of that entity listed on the Order Form), unless an affiliate separately executes an Order Form. Credentials, Fees, and Customer Data for each Order Form are scoped to that Order Form.

This Agreement prevails over any terms in Customer’s purchase orders or other Customer documents. If there is a conflict between this Agreement and an Order Form, the Order Form controls for Fees, Term length, Service scope, and any expressly stated commercial terms; this Agreement controls for all other matters.

“Services” means Forge’s warranty claim processing services, including use of software, automation, and human review as Forge determines appropriate, together with related implementation, onboarding, or configuration services (“Implementation Services”).

Section 9 (Website Use) applies to visitors of the Site whether or not they are a Customer. The rest of this Agreement applies only to Customers.

1.1 Subject to this Agreement, Forge will use commercially reasonable efforts to provide Customer the Services. The Services consist of preparing warranty claims from Customer’s repair orders and related information (including documents Customer uploads or that Forge retrieves from Customer’s dealer management system (“DMS”) where Customer has authorized that access), submitting them to the applicable vehicle manufacturer (the “Manufacturer”) through Customer’s Manufacturer warranty system under Customer’s own dealer-issued account, correcting and resubmitting claims the Manufacturer rejects or returns, and, on request, providing claim documentation Forge holds to assist Customer with Manufacturer audits and chargebacks. Forge submits claims that meet Forge’s pre-submission criteria. Claims that require additional information from Customer are held until Customer provides it. Forge accesses Customer’s DMS on a read-only basis unless the Order Form authorizes Forge to update DMS records, in which case Forge will make only the updates the Order Form describes. Forge does not automate Manufacturer portal sign-in end to end; a person completes single sign-on and multi-factor authentication steps using access Customer provides. Forge may change how it delivers the Services (including tools, workflows, and subprocessors) so long as the change does not materially reduce the core claim-preparation and submission functionality described in this Section, except as required by law, Manufacturer program rules, or third-party system changes.

Customer appoints Forge as its limited agent solely to (a) access Customer’s Manufacturer warranty system and, where authorized, Customer’s DMS (on a read-only basis unless the Order Form authorizes DMS updates) using credentials or access methods Customer provides, and (b) prepare, submit, correct, and resubmit warranty claims on Customer’s behalf as described above. This appointment does not authorize Forge to settle audits, accept chargebacks, waive Customer’s rights, or bind Customer to any agreement with the Manufacturer or any other third party beyond claim preparation and submission. Customer remains responsible for Manufacturer relationships and program compliance.

1.2 Forge will provide Customer with reasonable technical support in accordance with Forge’s standard support practices in effect from time to time. Any service levels, turnaround targets, or dedicated support commitments apply only if stated in an Order Form.

1.3 If Forge provides Customer with access to a Forge web application or other account credentials, Customer is responsible for maintaining the security of those credentials and for all activity under Customer’s account. Forge may refuse registration of, or revoke, credentials it deems inappropriate or insecure.

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 Forge or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party (other than Customer’s own dealership operations covered by an Order Form); or remove any proprietary notices or labels.

2.2 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with all applicable laws and regulations and with the rules of the applicable Manufacturer warranty program. Customer will indemnify, defend, and hold harmless Forge against any damages, losses, liabilities, settlements, and expenses (including reasonable attorneys’ fees) arising from: (a) an alleged violation of the foregoing; (b) information Customer provides to Forge; (c) repairs performed by Customer; (d) Customer’s lack of authority to grant the access described in Section 2.3; (e) any claim by the Manufacturer or DMS provider relating to Forge’s use of the credentials or access Customer provides; or (f) Customer’s use of the Services. Although Forge has no obligation to monitor Customer’s use of the Services, Forge may do so and may prohibit any use it believes may be (or is alleged to be) in violation of the foregoing.

2.3 Customer will provide Forge with active credentials or other agreed access methods for its Manufacturer warranty system and, where DMS access is authorized, for its DMS, keep them active and authorized, and promptly notify Forge of password changes, revocations, MFA resets, or access failures. Customer represents that it has the right under its agreements with the Manufacturer and its DMS provider to grant Forge that access. Customer is responsible for the accuracy and completeness of its repair orders, technician stories, time records, and other information Forge relies on; for performing repairs as documented; and for retaining parts, documentation, and records as the Manufacturer requires. Customer remains responsible for any Manufacturer or DMS account consequences of that access (including lockouts or program findings), except to the extent caused by Forge’s willful misconduct.

2.4 Customer is the party of record for every warranty claim Forge prepares or submits. Customer certifies that the repairs described in each repair order were actually performed as documented and that each claim Forge submits on Customer’s behalf is accurate and supported. Forge prepares claims from the information Customer provides and does not independently verify that repairs were performed. Customer will review claim activity available to it and promptly notify Forge of any error. Forge may decline to prepare or submit any claim that Forge believes is inaccurate, unsupported, or non-compliant, without liability to Customer.

3.1 Each party (the “Receiving Party”) may receive business, technical, or financial information relating to the other party’s business (“Proprietary Information” of the “Disclosing Party”). Proprietary Information of Forge includes non-public information regarding features, functionality, and performance of the Services. Proprietary Information of Customer includes non-public data provided by Customer to Forge to enable the Services (“Customer Data”). The Receiving Party will (i) take reasonable precautions to protect Proprietary Information, and (ii) not use it except to perform under this Agreement or as otherwise permitted herein, or disclose it to any third party except to employees, contractors, and Subprocessors who need it for that purpose and are bound by confidentiality obligations no less protective than those here. These obligations last for five (5) years after disclosure, except that Customer Data and each party’s trade secrets remain protected for so long as they qualify as such (for trade secrets) or as required by Section 5.4 (for Customer Data). The obligations do not apply to information the Receiving Party can document (a) is or becomes generally available to the public other than through a breach of this Agreement, (b) was in its possession or known by it before receipt from the Disclosing Party without confidentiality duty, (c) was rightfully disclosed to it without restriction by a third party, (d) was independently developed without use of the Disclosing Party’s Proprietary Information, or (e) is required to be disclosed by law, provided that (to the extent legally permitted) the Receiving Party gives the Disclosing Party prompt notice and reasonable cooperation, at the Disclosing Party’s expense, so the Disclosing Party may seek a protective order or other remedy.

3.2 Customer owns all right, title, and interest in and to Customer Data. Forge owns and retains all right, title, and interest in and to (a) the Services and Software, and all improvements, enhancements, and modifications thereto; (b) any software, applications, inventions, models, automations, workflows, prompts, templates, or other technology developed in connection with Implementation Services, support, or delivery of the Services; (c) aggregated, anonymized, or de-identified data and insights derived from Customer Data or Service usage that do not identify Customer or any individual; and (d) all intellectual property rights in the foregoing. For clarity, output Forge delivers to Customer that consists of Customer’s own claim content and supporting records remains Customer Data; Forge’s underlying tools, models, and know-how do not.

3.3 Forge may collect and analyze data relating to the provision, use, and performance of the Services and related systems (including information concerning Customer Data and data derived from it), and may (during and after the Term) (i) use such information to improve and enhance the Services, including to train, test, and evaluate Forge’s own models and automations, and for development, diagnostic, and corrective purposes in connection with the Services and other Forge offerings, and (ii) disclose such data solely in aggregate or other de-identified form that does not identify Customer or any individual. No other rights or licenses are granted except as expressly set forth in this Agreement.

3.4 Forge uses third-party service providers to deliver the Services, including hosting, data storage, communications, and artificial-intelligence model providers (each a “Subprocessor”). Customer authorizes Forge to disclose Customer Data to Subprocessors as needed to provide the Services. Forge remains responsible for its Subprocessors’ performance under this Agreement and will bind each Subprocessor to confidentiality obligations no less protective than those in Section 3.1. Forge will configure its artificial-intelligence Subprocessors so that Customer Data is not used to train those providers’ generally available models. A current list of Subprocessor categories is published at forgewarranty.com/security; that page describes how Forge operates as of its stated review date, is provided for information only, and is not a warranty.

3.5 Forge will maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Data, including customer information subject to the FTC Standards for Safeguarding Customer Information (16 C.F.R. Part 314) to the extent applicable to Forge as a service provider. Forge will notify Customer without undue delay after discovering any unauthorized access to Customer Data, and will provide information reasonably available to Forge about the incident as needed for Customer’s own notification obligations. Forge processes personal information as described in the Privacy Policy at forgewarranty.com/privacy, which is incorporated into this Agreement by reference. With respect to personal information governed by applicable state privacy laws, Forge acts as Customer’s service provider or processor and will not sell that information or use it for any purpose other than providing the Services and the purposes described in Section 3.3.

4.1 Customer will pay Forge the fees described in the Order Form for the Services and Implementation Services in accordance with the terms therein (the “Fees”). Unless the Order Form states otherwise, Forge may change the Fees or institute new charges upon thirty (30) days’ prior notice to Customer (which may be sent by email); if Customer does not agree, Customer may terminate under Section 5.1 before the change takes effect. If Customer believes Forge billed incorrectly, Customer must contact Forge no later than sixty (60) days after the invoice or billing statement date on which the error first appeared, or waive the right to an adjustment for that error (without limiting Customer’s obligation to pay undisputed amounts). Billing inquiries should be directed to Forge’s customer support contacts.

4.2 Unless the Order Form states otherwise, invoices are due thirty (30) days after the invoice date. Customer will pay all undisputed amounts when due and may withhold only the portion it disputes in good faith after timely notice to Forge stating the basis of the dispute. Unpaid undisputed amounts 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 reasonable expenses of collection, and may result in suspension or termination of the Services. Customer is responsible for all taxes associated with the Services other than U.S. taxes based on Forge’s net income.

5.1 This Agreement begins on the earlier of the date Forge first provides the Services or Customer executes an Order Form (the “Effective Date”), and continues on a month-to-month basis until terminated, unless the Order Form states a different Term (the “Term”). Either party may terminate this Agreement for convenience upon thirty (30) days’ prior written notice, unless the Order Form requires a longer notice or a fixed Term without convenience termination.

5.2 Either party may terminate this Agreement upon thirty (30) days’ notice if the other party materially breaches this Agreement and fails to cure within that period (or without notice in the case of Customer’s nonpayment of undisputed Fees). Customer will pay in full for the Services through the last day the Services are provided. Sections that by their nature should survive termination will survive, including accrued payment rights, confidentiality, ownership, warranty disclaimers, indemnities, and limitations of liability.

5.3 Forge may suspend the Services, in whole or in part, without liability, if (a) any undisputed Fees are more than ten (10) days overdue, (b) the credentials or access Customer provides stop working, are revoked, or are no longer authorized, (c) Forge reasonably believes continued performance would violate applicable law, Manufacturer program rules, or the rights of a third party, or (d) Customer’s use threatens the security or integrity of the Services. Forge will give notice where practicable and will restore the Services promptly after the cause of suspension is resolved. Suspension does not relieve Customer of its obligation to pay Fees.

5.4 Upon termination, Customer’s right to use the Services ends and Forge will stop accessing Customer’s Manufacturer warranty system and DMS. On Customer’s written request made within fifteen (15) days after termination, Forge will provide Customer an export of Customer Data in a commercially reasonable electronic format within fifteen (15) days after receiving the request. Forge will delete or de-identify Customer Data within thirty (30) days after termination, except for (a) copies in routine backups, which are deleted within thirty (30) days after termination, (b) records Forge is required by law to retain, and (c) data used as permitted by Section 3.3.

Forge will perform the Services and the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable or delayed because of outages of the Manufacturer’s or DMS provider’s systems, scheduled or emergency maintenance, internet or power failures, labor disputes, acts of God, governmental action, or other causes beyond Forge’s reasonable control (“Force Majeure”). Forge is not a law firm or an accounting firm and does not provide legal, tax, regulatory, or compliance advice; nothing Forge provides is a substitute for Customer’s own review or for advice from Customer’s advisors.

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, FORGE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY PARTICULAR RESULT WILL BE OBTAINED FROM THE SERVICES, INCLUDING WHETHER THE MANUFACTURER WILL APPROVE OR PAY ANY CLAIM OR ACCEPT ANY CLAIM ON AUDIT. THE SERVICES AND IMPLEMENTATION SERVICES ARE 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.

7.1 Forge will defend Customer against any third-party claim alleging that the Services, as provided by Forge and used in accordance with this Agreement, infringe that third party’s United States patent, copyright, or trade secret rights, and will pay amounts finally awarded against Customer by a court of competent jurisdiction or agreed in settlement by Forge. This obligation does not apply to any claim arising from Customer Data, Customer’s repair orders or other information Customer provides, the combination of the Services with products or services Forge did not supply, or Customer’s use of the Services in breach of this Agreement. If such a claim is made or is reasonably likely, Forge may modify the Services, procure the right for Customer to continue using them, or terminate the affected Services and refund any prepaid, unused Fees for those Services. This Section 7.1 states Forge’s entire liability and Customer’s exclusive remedy for infringement claims.

7.2 Customer’s indemnification obligations are set forth in Section 2.2.

7.3 The party seeking indemnity must promptly notify the other party of the claim, give that party sole control of the defense and settlement (provided that no settlement may admit liability of, or impose any non-monetary obligation on, the indemnified party without its prior written consent, not to be unreasonably withheld), and provide reasonable cooperation at the indemnifying party’s expense. Amounts payable by Forge under this Section 7, including under Section 7.1, are subject to Section 8.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR (I) BODILY INJURY OF A PERSON CAUSED BY A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (II) A PARTY’S WILLFUL MISCONDUCT OR FRAUD, (III) CUSTOMER’S PAYMENT OBLIGATIONS, AND (IV) CUSTOMER’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 2.2:

(A) NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF BUSINESS, LOST PROFITS, OR COST OF SUBSTITUTE SERVICES, WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;

(B) FORGE WILL NOT BE LIABLE FOR ERROR OR INTERRUPTION OF USE; LOSS, INACCURACY, OR CORRUPTION OF DATA; MATTERS BEYOND FORGE’S REASONABLE CONTROL (INCLUDING FORCE MAJEURE); OR ANY DENIED, REJECTED, REDUCED, OR CHARGED-BACK CLAIM AMOUNTS, OR ANY AUDIT FINDINGS, DEBITS, OR PENALTIES ASSESSED BY ANY MANUFACTURER, WHETHER OR NOT FORGE PREPARED OR SUBMITTED THE CLAIM; AND

(C) EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO FORGE FOR THE SERVICES UNDER THIS AGREEMENT IN THE THREE (3) MONTHS BEFORE THE ACT GIVING RISE TO THE LIABILITY.

The forgewarranty.com website (formerly forgedrive.ai) and related marketing pages (the “Site”) are provided for general information. This Section 9 applies to all Site visitors. Visitors may not: use any robot, scraper, or other automated means to access the Site, except for search-engine indexing consistent with the Site’s robots.txt; attempt to gain unauthorized access to the Site or any related system; use the Site to send unsolicited commercial communications; or copy, frame, mirror, or republish Site content for a competing product or service. Site content is provided without warranty of any kind and may change or be removed at any time. Notices of claimed copyright infringement may be sent to stephen@forgewarranty.com.

Forge may update this Agreement from time to time. Forge will post the updated Agreement at forgewarranty.com/terms and update the “Last updated” date above. If an update materially reduces Customer’s rights or increases Customer’s obligations under an active Order Form, Forge will give Customer at least thirty (30) days’ prior notice (which may be sent by email), and the update takes effect at the end of that notice period. Customer’s continued use of the Services after an update takes effect constitutes acceptance; if Customer does not agree, Customer may terminate under Section 5.1 before the update takes effect. Changes to Fees are governed by Section 4.1. Updates do not apply retroactively to resolve a dispute that arose before the update’s effective date.

If any provision of this Agreement is found unenforceable, it will be limited to the minimum extent necessary so the remainder remains in effect. Customer may not assign this Agreement without Forge’s prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets of the business receiving the Services, provided the successor is not a Forge competitor and assumes this Agreement in writing. Forge may assign this Agreement without consent. This Agreement is the complete and exclusive statement of the parties’ understanding on its subject matter and supersedes prior agreements and discussions relating to that subject matter. Waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein (including Section 10). Except for the limited agency in Section 1.1, no agency, partnership, joint venture, or employment is created by this Agreement, and neither party has authority to bind the other. Customer agrees that Forge may identify Customer as a customer (including by name and logo) and agrees to reasonably cooperate with Forge to serve as a reference account upon request. During the Term and for twelve (12) months after, Customer will not solicit for employment or hire any Forge employee or contractor who performed the Services, without Forge’s prior written consent. In any action to enforce rights under this Agreement, the prevailing party is entitled to recover costs and reasonable attorneys’ fees. All notices under this Agreement must be in writing and are deemed given when received if personally delivered; when delivery is electronically confirmed if sent by email; the next business day if sent by recognized overnight courier; and upon receipt if sent by certified or registered mail, return receipt requested. Notices to Forge must be sent to stephen@forgewarranty.com; notices to Customer will be sent to the email address on the Order Form or Customer’s account. This Agreement is governed by the laws of the State of Utah, without regard to conflict-of-laws rules. The state and federal courts located in Utah County, Utah have exclusive jurisdiction and venue over disputes arising out of or relating to this Agreement, and each party consents to personal jurisdiction there. EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH DISPUTE.