("Terms")
The Terms regulate rights and obligations among you and us in relation to use of services and products of United Focal Points d.o.o. Beograd-Zvezdara, with registered seat at Jove Ilića 104, Belgrade, Republic of Serbia, registration no. 21534862 ("Forga") which services and products include, among other, hosting services, domain selling services, creation of websites and applications, digital product design, maintenance in relation to the previous, etc. (jointly referred to as the "Services" and individually referred to as "Service" or by using the terms usually used to describe such Service such as "Forga Hosting Solutions" or a product we call "Forga Design System").
By accepting the Terms, you are entering a contractual relationship with Forga regarding use of one or more specific Services. Please read the Terms carefully before accepting it i.e. entering into the agreement with us. In addition to the Terms, use of certain Services may also be regulated by additional document representing the terms and conditions of use of such specific Service. By accepting the Terms, you are also accepting the terms and conditions of use of specific Service you have accepted to use. In that sense, please read such terms and conditions carefully before accepting it i.e. entering into the agreement with us. Terms and conditions of specific Service shall act as an addition to the Terms and the use of term "Terms" herein shall also include reference to such terms and conditions unless otherwise explicitly provided herein. In case of discrepancies, terms and conditions of specific Service shall prevail over the Terms.
The Terms and Service specific terms and conditions are available at the following places: https://forga.io/, https://forgahostingsolutions.com/, and https://design.forga.io.
Any term defined in the Terms shall be used in the Terms having the same meaning in other documents that you and us may enter, unless otherwise provided therein. Forga shall also be referred to as "we", "us" or similar term of relevant meaning and you shall be referred to as "you", "your" or other term of relevant meaning.
Please note that conclusion of the agreement between you and us may be made by use of electronic means of communication and finalized online, e.g. via email, via electronic messaging systems (such are mobile and/or desktop applications like Signal, etc.), other means of electronic communication that leave trace of your acceptance or when you check box "Agree" or "Agreed" or "Accept" or other term of relevant meaning that implies that you have accepted the Terms , regardless whether you accept the document titled "agreement" or "offer" or titled in other similar terms that include commercial terms among Forga and you. Additionally, we may (but are not obliged to) require that you confirm your consent for application of the Terms via email. In that sense, you waive any right to object to the conclusion of the agreement with us due to the fact that such agreement is concluded via means of electronic communication, as well as rights in relation or in connection to the previous.
In case when you were presented with the offer for the provision of one or more Services, such offer shall indicate that the Terms are applicable. Such an offer may alter the Terms only where explicitly stated so in the offer. In all other cases, the Terms shall be considered as an integral part of such offer and shall be applicable for every matter not altered by the offer. In case of discrepancies or conflict in interpretation, the offer and the Terms shall be interpreted in such manner that the Terms prevail (for avoidance of doubt, the term "Terms" include terms and conditions of specific Service).
You represent and warrant that you have full legal capacity to enter this agreement and other agreements with us and that you are a legitimate representative of your company or individual on whose behalf you are entering such agreement and that your acceptance of the Terms and other agreements can legally bound such company or individual. Breach of these representations and warranties shall entitle us to require compensation for any and all damage that we have suffered caused or in relation to such breach, including loss of profit, loss of opportunity and similar.
Based on acceptance of the Terms, Forga shall make the Services, together with functionalities for certain Services which are publicly available at the web page design.forga.io or in the offer presented to you, to be available to you, subject to the Terms and, where applicable, the subscription package you have chosen or subscription package that you are using.
Forga aims to provide you with the Services made and constantly upgraded to achieve the best results available for your benefit. Provision of Services often rely on the use of third party partners, such as companies providing servers or third parties that provide services and solutions necessary for us to provide you with the Services. In that sense, Services and/or any additional features are provided "AS IS" with no warranties of any kind. Forga will have no liability and you relieve Forga from any liability for any harm or damages suffered by you or any third party in connection with results of use of Services, unless the damage has been caused by gross negligence or malicious intent of Forga.
Notwithstanding the above, in addition to our rights set forth in Article 8, we reserve the right to temporarily suspend the use of the Services: (i) in connection with a Force Majeure event (as described below), (ii) if we believe any malicious software is being used in connection with your account or account(s) of the Services, (iii) during planned downtime you were notified in advance, (iv) when third party providing the services necessary for provision of Services has downtime, either planned or unplanned; (v) if Forga has reasonable suspicions that you are using Services in a manner contrary to Forga's policies (either public or those that are of internal nature only); or (vi) other events that require temporary shutdown of the Services and upon which you were notified in advance.
Notwithstanding the above, Forga may (but will not be obliged to), from time to time, provide upgrade to the Services by offering improved and/or new features. Such upgrades will be based on information obtained by you, other Services users and Forga's other partners, and in no case shall it be deemed that upgraded Services version is automatically offering better functions than the version prior to the upgrade. You understand and agree that Forga is entitled to make such upgrades to the Services and release them without your further consent, provided that Forga notifies you in advance of any such release. Forga may, at its own discretion and without any liability, revert to use of the previous version of Services if Forga finds that such reversal is beneficial for use of Services.
The Services (e.g. design or website created by us), including where Services are integrated into another product, may allow you or your clients (e.g. your customers or users of your services) to access, use or promote your or third party offerings, however yours or third party offerings are not "Services" under the Terms and are not subject to any of the warranties, service commitments or other obligations with respect to the Services hereunder. The availability of your or any third party offerings through the Services does not imply Forga's endorsement of or affiliation with the provider. It is your sole responsibility if you or your clients are using third party offerings within the Services. Forga shall be held harmless and indemnified in case it was held liable in any manner for any issues concerning or in connection with such offerings. Forga does not control such offerings and will have no liability to you or your affiliates or users of the Services in connection with any such offerings. Forga has no obligation to monitor or maintain any such offerings, and may disable or restrict access to any such offerings (regardless they are used or promoted via Services) in case they are against the Terms or are in violation or can be in violation of regulations of applicable jurisdictions where such offerings are provided and/or promoted or laws of applicable jurisdictions apply to such offerings. By using, enabling or promoting any such offerings, you are expressly permitting Forga to disclose your data or other information to the extent necessary to utilize the such offerings. Your use or promotion of such offerings is at your own risk and is subject to any additional terms, conditions and policies applicable to such third party offerings (such as terms of service or privacy policies of the providers of such third party offerings).
You and Forga may agree that Forga will provide you with additional services, such as support and/or maintenance services, marketing services or other services. Any such services may be agreed by separate agreement. In case that any of such services are agreed by you and Forga, the Terms shall apply to the extent not regulated or not opposing such agreement.
Forga may in its sole discretion offer a free, trial or beta version of the Services and/or any additional features from time to time or for a certain period at no charge or with discount. Notwithstanding anything to the contrary herein or any constituent part thereof: (a) any free, trial or beta version of the Services and/or any additional features are provided "AS IS" with no warranties of any kind; and (b) Forga may discontinue any free, trial or beta version of the Services and/or any additional features or your ability to use such version of the Services and/or any additional features at any time, with or without notice and without any further obligations to you. Forga will have no liability for any harm or damages suffered by you or any third party (including your clients) in connection with any free, trial or beta version of the Services and/or any additional features.
You acknowledge and agree that the use and availability of the Services may be dependent on the third party from whom administers certain activities relating to the Services. You acknowledge that the Terms are between you and Forga and not with such third parties. You agree to comply with, and your license to use the Services is conditioned upon your compliance with, all applicable third-party terms of agreement (e.g., the relevant terms and policies of such third parties). You acknowledge that the relevant third-parties are beneficiaries of the Terms and will have the right to enforce them. Non-compliance with such terms that has any material or immaterial effect on the business of Forga shall entitle Forga to terminate in accordance with the Article 8 hereof. Forga will have no liability for any harm or damages suffered by you or any third party (including your clients) in connection to use of such third party services.
For clarity, the service offering listed on design.forga.io refers solely to UX/UI design services. The pricing displayed on this website includes only design work. Development services are not included unless explicitly requested and scoped separately.
You, and not Forga (or any of persons under its control, including management, employees and hired third parties), shall be solely liable to provide for valid and accurate information and material to Forga in order to use Services. In that sense, you shall respect rights of any third party in connection with information and material you are providing to us (including without limitation, intellectual property rights) and no third party shall make any claims towards Forga regarding the provision of the Services. Forga shall be held harmless and indemnified by you in full against any claims or potential claims concerning any third party rights.
In order to avoid any doubts, once we are provided with information by you, we shall be entitled to be provided with the full insight on such information in order to be able to follow the data and to track and create reports based on such information, to the extent permitted by law. Your failure to fully act in accordance with your obligations concerning information you are providing us will be a breach of the Terms. The previous includes your obligation to cover late fees for your failure to in reasonable time provide Forga with relevant feedback necessary for provision of Services (e.g. you do not provide us with feedback on website construction process). You will be liable for our costs associated with collection in addition to the amount owed, including without limitation attorneys' fees and expenses, costs of any arbitration or court proceeding, collection agency fees, and any applicable interest. This provision applies together with Article 9 below.
You shall be responsible for all activity occurring under or relating to the use of Services, including, but not limited to, your staff, employees, consultants, advisors, independent contractors and companies under your direct or indirect control (herein referred to as "your affiliates"). You will ensure that your affiliates and other users on your behalf comply with relevant provisions of the Terms, acceptable use policies provided or made available by Forga, and any applicable local, state, national and foreign laws, including those related to data privacy and transmission of personal data, at all times while using the Services. Any reference in the Terms to your "access" or "use" of Services (or similar phrase) is deemed to include access or use, as appropriate, by your affiliates and any act or omission of an affiliate that does not comply with the Terms will be deemed a breach of the Terms by you. Any act or omission regarding use of Services that does not comply with the Terms will be deemed a breach of the Terms by you and in such case we may, additionally to our other rights, request you to immediately remedy violation of the Terms. You are responsible for ensuring you have obtained the requisite level of consent necessary from the Services users prior or when utilizing the Services. You are also responsible for ensuring that you have the appropriate rights to interact and/or contact third parties based on use of the Services, as applicable, in accordance with applicable laws and regulations.
You (including your affiliates) will not, by using the Services, its results or findings or in connection with it: (i) submit any infringing, obscene, defamatory, threatening, or otherwise unlawful or tortious material, including material that violates privacy rights; (ii) interfere with or disrupt the integrity or performance of the Services or the data contained therein or resulting from its operations; (iii) attempt to gain access to the Services or related systems or networks in a manner not permitted by the Terms; (iv) post, transmit or otherwise make available through or in connection with the Services any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other harmful computer code, files, scripts agents or programs; (v) restrict or inhibit any other person or entity from using the Services if they are in contractual relationship with us; (vi) remove any copyright, trademark or other proprietary rights notice from the Services; (vii) frame or mirror any portion of the Services, or otherwise incorporate any portion of the Services into any product or service; (viii) systematically download and store Services content, unless it is considered as a part of the Services; or (ix) use the Services to send unsolicited electronic messages (aka spamming); or (x) use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, "scrape," "data mine" or otherwise gather Services content, or reproduce or circumvent the navigational structure or presentation of the Services. In certain cases, and under written permission of Forga, Forga may grant certain persons to create files for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of materials presented within the Services, but not caches or archives of such materials. Forga reserves the right to revoke these permissions at any time and without notice. Transmission of unsolicited electronic messages via the Services is prohibited and shall be deemed to present breach of the Terms.
Forga may reject or require that you change any user name or password under your accounts, if applicable. User names and passwords are for internal business use only and may not be shared with any third party, including any competitor of Forga. You and your affiliates, and not Forga, are responsible for any use or misuse of user names or passwords associated with your accounts. Forga shall have no liability whatsoever if user names or passwords associated with your accounts are exposed due to the acts or omissions of third parties, including third parties whose services Forga is using to provide the Services (e.g. companies providing servers).
For services offered via design.forga.io, payment is required in full and upfront. Services will not commence until the agreed payment is received. Our preferred method of payment is PayPal; however, we remain flexible and may accept other methods upon mutual agreement.
The UX/UI design offering includes three fixed packages—Spark, Flare, and Blaze—as well as a custom UX/UI package. Each fixed package contains clearly defined deliverables and pricing. Purchase of a fixed package entitles the client only to the deliverables explicitly stated within that package.
For custom UX/UI packages, the engagement process follows these stages: scoping/discovery → quotation → acceptance → payment → delivery. Pricing and deliverables will be tailored during the scoping and discovery process. In case of dispute over scope or deliverables for custom UX/UI packages, the written proposal or quotation accepted by the client shall prevail.
VAT shall be collected only for transactions within the Republic of Serbia. All other countries are VAT-exempt under current regulations.
All payments made for the UX/UI design services listed on https://design.forga.io are non-refundable, regardless of the client's change of mind, scope adjustments after commencement, or dissatisfaction with subjective design preferences. The only exceptions to this policy are:
(i) if Forga is unable to commence or deliver the agreed-upon Services for reasons solely attributable to Forga and not caused by client delay, non-responsiveness, or failure to provide required input;
(ii) in the event of proven gross negligence or willful misconduct by Forga; or
(iii) where refund is required under applicable law.
In such cases, Forga may, at its discretion, offer a refund or service credit. Force Majeure events, as defined in Article 13, do not qualify for refunds.
Forga reserves the right to change its pricing for the UX/UI design services listed on https://design.forga.io at its sole discretion, including but not limited to changes due to increased operational costs, inflation, or market conditions. Such pricing adjustments may be applied to future engagements or renewal of ongoing services, provided that clients are notified in advance. Any pricing stated in a confirmed offer or agreement shall remain fixed for the duration of that specific engagement.
For all other services, the following terms apply:
The Terms (including terms and conditions for specific Services) regulates which fees you owe to Forga and in what amount, unless in our separate terms or agreements with you it is regulated otherwise (in which case such separate terms and/or agreements shall be prevailing to the extent they explicitly amend these Terms). You agree to pay all such fees and any other applicable fees stated or otherwise agreed. You are responsible for all fees for the entire term of your contract with us and all payment obligations are non-cancellable and all fees paid are non-refundable, unless otherwise stated in the offer. You will provide Forga with valid and updated payment information or another form of payment acceptable to Forga. By submitting payment information, you authorize Forga to provide that information to third parties for purposes of facilitating payment. You agree to verify any information requested by Forga for purposes of acknowledging or completing any payment. Any amount owed past due time shall entitle us to collect owed amounts increased for default interest rate as set by Serbian regulations.
Prior to entering into agreement with us, we have provided you with the offer for performance of Services or you have provided us with your choice of the subscription package with payment we are offering. In case the subscription package increases so that it is not covered by the subscription package you have initially chosen, your subscription package shall be increased to the next higher subscription package. Such change of the subscription package shall be considered to have taken place since the beginning of month in which such increase has occurred.
Support to use and maintain the Services is not included for free unless otherwise stated in a separate offer made to you. Any changes made without Forga's direct involvement do not have any guarantees. Fixing those issues and changes is considered custom development and is charged by Forga by the hour.
Regarding any payments owed to you, any due amount not received by you after the applicable due date shall not be deemed as a default under the Terms, and you will not be entitled to either suspend or terminate agreement with us. Your only recourse in such a case shall be to collect owed amounts increased for 1.5% default interest rate per annum.
If you believe a payment has been processed in error, you must provide written notice to Forga within fifteen (15) days after the date of payment specifying the nature of the error and the amount in dispute. If such notice is not received by Forga within such a fifteen (15) day period, the payment will be deemed final.
If Forga suspends your access to Services for any failure to, or delay in, payment of any amount, you must pay the entire outstanding amount in order to restore its access to Services. During any period of suspension, you hereby agree that Forga is entitled to charge you for the entire period for which you have placed an order for use of Services.
Unless otherwise provided, all fees owed to Forga do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction ("taxes"), and you are responsible for paying all such taxes. For clarity, Forga will be solely responsible for taxes assessed on Forga based on its income. If Forga is legally required to pay or collect any taxes on your behalf, Forga will invoice you and you will pay the invoiced amount. You acknowledge and agree that we may make certain reports to tax authorities if necessary (e.g., filling necessary tax forms).
Unless otherwise stated in the offer, or in the terms and conditions of specific Services, the following shall apply: i) Forga and/or its affiliates own all right, title and interest in and to the source code of the Services, the Forga owned data and aggregated data, including, without limitation, all intellectual property rights therein. Source code and distribution rights are not transferable to you; ii) Custom code (code written specifically for you) is also not transferable to you or any third party; iii) You cannot alter the code and any changes to the code need to be made by Forga or third parties authorized by Forga. The Services may include code and libraries licensed to us by third parties, including open source software.
For services under the design.forga.io offering, once full payment is received, all intellectual property (IP) created as part of the project is owned entirely by the client. Forga acts solely as a service provider creating IP on the client's behalf and retains no ownership rights to the deliverables.
As between you and Forga, all Forga trademarks, logos or other signs of recognition are owned by Forga or its affiliates. You agree not to display or use any Forga's or its affiliates trademarks and brands, logos or other signs of recognition in any manner without Forga's express prior written permission which can be withdrawn at any time. Any trademarks, logos or other signs of recognition associated with a third party may be the property of the third party provider, and you should consult with their trademark guidelines and policies before using any of their marks.
Subject to the terms and conditions of the Terms, terms stated in the offer, or in the terms and conditions of specific Services, Forga hereby grants to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license and right to use the Services set forth herein, during the term of your contract with us and solely for your internal business purposes.
You will not: (a) modify, copy or create any derivative works based on the Services; (b) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, timeshare, offer in a service bureau, or otherwise make the Services available to any third party, other than as permitted herein; (c) reverse engineer or decompile any portion of the Services, including but not limited to, any software utilized by Forga in the provision of the Services; (d) access or use (or allow a third party to access or use) the Services for competitive analysis or to build any competing products or services; (e) copy any features, functions, integrations, interfaces or graphics of the Services; or (f) otherwise use or exploit the Services in any manner not expressly permitted by the Terms.
You hereby grant to Forga and its affiliates a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free license to (i) modify, copy, distribute and incorporate into the Services (without attribution of any kind) any suggestions, enhancement request, recommendations, proposals, correction or other feedback or information provided by you and your affiliates relating to the Services or Forga's or its affiliates' business(es); and (ii) to use your business name(s), trademarks, service marks, logos or any publicly available images in connection with: (ai) providing the Services, (bii) for marketing and promotional purposes in connection with Forga's business, and (ciii) for marketing the Services and other applications provided by Forga and its affiliates. Forga agrees that any use by Forga of any of your rights mentioned herein will insure solely to the benefit and goodwill of your business. Other than those rights specifically granted to Forga or its affiliates herein, all right, title and interest in and to your rights mentioned herein are expressly reserved by you.
Forga respects the intellectual property rights of others and will investigate and respond to notices of alleged infringement that are properly submitted to us, including our intellectual property policies that may be enacted by Forga and as may be updated by Forga from time to time (and of which you will be notified). Any data or information submitted to the Services is subject to the Terms and our intellectual property policies. You understand and agree that Forga may enact additional internal rules on intellectual policy and content of the Services, governing such property and content and that you will comply with them irrespective of rights provided to you by the Terms.
As between you and Forga, you own all right, title and interest in your information which include any data, information or material provided or submitted or made available by you and your affiliates in relation to the services offered within the Services. You hereby grant to Forga a non-exclusive, worldwide, assignable, sublicensable, fully paid-up and royalty-free license and right to copy, distribute, display and perform, publish, prepare derivative works of and otherwise use your information for the purposes of providing, improving and developing the Services. Such use shall not be in confrontation to your business model or aimed at competing with you in any manner. You represent and warrant to Forga that you have all rights necessary to grant the licenses in this Article 6.1, and that your provision and use of your information through and in connection with the Services does not violate any applicable laws or rights of any third party.
You, and not Forga, shall be solely responsible for proper collection, processing, transfer and otherwise managing of all information regarding your clients (including those that may be defined as personal information in all applicable jurisdictions) collected through the use of the Services. You shall aim to respect and implement protection of privacy of your clients to the greatest extent reasonably possible and Forga shall be indemnified in full and held harmless for any breach of privacy regulations. You irrevocably agree (and hereby provide necessary royalty-free, unlimited licences to Forga) that Forga may freely use all aggregated data, provided that such aggregated data are collected by using the Services and that they do not reveal any personally identifying information about you or any of your end user or is reasonably linkable to any such user or household. The previous sentence means that Forga may use Google Analytics or other similar tools to follow usage of the Services and obtain statistical data.
All information collected through the Services, regardless whether owed by you or owed by Forga, may be stored on servers located at the place Forga chooses. In addition to rights provided to you by the Terms in relation to use of Services, Forga may provide you with insight into the information owed by Forga at your reasonable request in connection with: (i) performance of our obligations under the Terms; or (ii) for statistical purposes (for example, to understand your costs); and (iii) for conducting marketing campaign. Forga may (but is not obliged to) provide at your explicit request storage and servers located at a place other than the place Forga has chosen previously. Please note that in such a case, additional costs may incur that you will be obliged to cover and you agree to execute at Forga's request data protection agreement and abide by all data privacy laws Forga is obliged to abide by.
If proven to be necessary, you also agree to undertake commercially reasonable efforts to inform your clients and product users in your privacy policy that Forga may use aggregated data collected through use of the Services. If proven to be necessary, you shall inform your users/clients/customers/visitors about Forga's privacy policy. Any breaches of your obligation from this Article 6 shall constitute material breach of and the Terms and as such shall be dealt with in accordance with Article 8 hereof.
You represent and warrant that you are authorized to collect and process information you are delivering to us and make such data available to Forga for uses as set out in the Terms, including through appropriate notice, consent and by your referring of individuals to relevant privacy policy.
If either party hereof believes that there has been a disclosure of information in a manner not authorized under the Terms of relevant privacy policies, such party will promptly notify the other party. Additionally, each party hereof will reasonably assist the other party in remediating or mitigating any potential damage, including any notification which should be sent to individuals impacted or potentially impacted by such unauthorized disclosure.
You are solely responsible for resolving disputes regarding ownership or access to your information, including those involving any current or former owners, co-owners, employees, your affiliates (former or current), or contractors of your business. You acknowledge and agree that Forga has no obligation whatsoever to resolve or intervene in such disputes. Forga shall be held harmless and indemnified in full (including for any associated costs) concerning any disputes with any third party (including relevant government bodies of any applicable jurisdiction) arising out of or in connection with your breach of or non-compliance to this Article 6.
A party hereof shall not disclose or use any confidential information of the other party except: (i) as reasonably necessary to perform its obligations or exercise any rights granted pursuant to the Terms or separate agreement between you and us; (ii) with the other party's prior written permission; or (iii) to the extent required by law or order of a court or other governmental authority or regulation. Each party hereof agrees to protect the other party's confidential information in the same manner that it protects its own confidential information of like kind, but in no event using less than a commercially reasonable standard of care. Confidential information will not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the disclosing party; (ii) was known to the party prior to its disclosure by the other party, without breach of any obligation owed to the other party; (iii) was independently developed by a party, without breach of any obligation owed to the other party; or (iv) was or is received from a third party, without breach of any obligation owed to the other party. For clarity, nothing in this Article 7 will restrict Forga with respect to any data in ownership of Forga or licensed to Forga in accordance with Article 6 above.
For the purposes of this Article 7 "confidential information" means (i) any software, tool and service utilized by Forga in the provision of the Services and its respective source code; (ii) each party's business or technical information, including but not limited to the presented business model, documentation, information relating to product(s) plans, designs, costs, prices and names, business opportunities, personnel, contractors and subcontractors, research, development or know-how that is designated by the disclosing party as "confidential" or "proprietary" or the receiving party knows or should reasonably know is confidential or proprietary; and (iii) any special pricing or other non-standard terms agreed to by the parties in writing.
Obligation of confidentiality under this Article 7 shall remain in effect five (5) years after the contractual relationship between you and us has been terminated due to any reason or as long as confidential information are not publicly available, whichever is longer.
Unless otherwise specified herein, the initial term of our business cooperation under the Terms is since your acceptance of the Terms and one (1) month after the Services was delivered to you for use (for Services such are maintenance, hosting, monthly marketing), whereas the for other Services shall be agreed by Forga and you. The initial term specified above automatically renews in successive and consecutive one (1) month periods until our contractual relationship is properly terminated. In the case of the subscription model, failure to pay at least one monthly subscription in due time shall entitle Forga to terminate our contractual relationship with immediate effect after providing termination notice.
In addition to termination terms specified above or in separate document, Forga may terminate our contractual relationship and/or any subscription, effective immediately upon notice to you, if you are in material breach of the Terms (e.g. non-payment or prolonged delay in payment; non-provision of sufficient information or feedback or materials to provide Services; non-responsiveness from your part that delay provision of Services; non-professional or hostile behaviour towards Forga's employees or hired persons) and if such breach was not remedied by you in reasonable time after you were provided with a notice on such breach by Forga (for avoidance of doubt, term "breach" wherever used in relation to your obligations is deemed to mean material breach) or remedy is not possible in sense to provide restitution (in sense of civil law practices). At its sole discretion, in any case, Forga may provide you with additional time period to remedy such material breach and in case you do not comply with such request Forga may terminate our contractual relationship and/or any subscription, effective immediately upon notice to you. In the event of a termination pursuant to this Article, in addition to other amounts you may owe Forga, you must immediately pay any unpaid Forga's fees associated with our contractual relationship. In no event will any termination relieve you of your obligation to pay any fees payable to Forga for the period prior to the effective date of termination.
In addition to terms specified herein, we may partially suspend or terminate your access to and use of the Services (or any portion thereof) at any time without notice if we believe that any activity or use of Services in connection with your account violates the Terms, the intellectual property rights of a third party or applicable laws, or is otherwise disruptive or harmful to Forga or any third party. We have the right to suspend or terminate the Services at any time if we detect harmful or illegal activity under your account, or when we are required to do so by law. We have the right to suspend or terminate the Services at any time if your activity (regardless of where it was undertaken) is damaging the image of Forga. In case such termination is caused by your failure to provide Forga with sufficient information, Forga has the right to collect fees owed to it for its previous work.
In addition to termination terms specified herein or in separate documents, we may terminate our contractual relationship in case we are not able to provide you with the Services in timeframes presented in our offer or otherwise due to reasons on your side, such as: (i) you are late with providing us with the necessary input (for example, necessary materials and/or information and/or feedback to perform the Services), (ii) you are being uncooperative or act in a manner that prevents Forga from tracking and producing Services. In any such case, prior to terminating our contractual relationship, Forga will provide you with notice of such behaviour and provide you with reasonable time to remedy it. In case Forga terminates our contractual relationship, you shall promptly pay all amounts that became due until the moment of termination or fees owed to Forga for its previous work.
Upon termination of our contractual relationship due to any reason you will have no rights to continue use of the Services and will cease accessing and/or using the Services, and licenses provided to you by Forga shall cease to be valid and will be deemed as revoked. Forga will have no obligation to maintain your Services account or to retain or forward any data to you or any third party, except as required by applicable law. Forga will make your information available to you within thirty (30) days following a notice of termination provided that you have paid Forga all amounts owed.
Forga reserves the right to elect to suspend or terminate providing the Services, in whole or in part. The term of these Terms will continue for each respective Service until terminated by either you or Forga, unless specified otherwise by specific terms governing the use of the Services.
The following will survive any expiration or termination of our contractual relationship: the Introduction and Articles 9, 10, 11, 12, 13 and 14 of the Terms.
You agree to provide Forga with complete and accurate information, including your legal company or individual name, street address, e-mail address, bank account, and such other information as may be requested by Forga. You are responsible for the accuracy and timely updating of such information, and you agree to promptly notify Forga in writing if any of such information changes. You agree that Forga has no responsibility or liability whatsoever for any loss or damages caused, either directly or indirectly, by inaccurate information.
Forga warrants to you that during the term of our contractual relationship the Services will perform materially in accordance with the functionality described in the documentation applicable to such Services and that such functionality will not be materially decreased. Your sole and exclusive remedy for a breach of this warranty will be that Forga will use commercially reasonable efforts to modify the applicable Services to achieve the functionality described above in reasonable time and upon your provision of necessary information and material for such remedy. Forga will have no obligation with respect to a warranty claim under this Article 9.2 unless notified by you in writing no later than forty-eight (48) hours after the first instance of any material functionality problem. This warranty will only apply if the Services have been utilized in accordance with the Terms, accompanying documents and applicable laws. For clarity, this warranty will not apply to any free, trial or beta services.
Forga aims to provide you with the highest possible utilisation of Services. However, utilisation of our Services highly depends on provision of third party services. Forga does not warrant that your use of the Services or other services will be secure, timely, error-free or uninterrupted, or that the they are or will remain updated, complete or correct, or that the Services or other services will meet your requirements or that the systems that make the Services or other services available (including without limitation the internet, other transmission networks, and your local network and equipment) will be uninterrupted or free from viruses or other harmful components. Except as provided in this Article, the Services and other services and any products and materials are provided on an "as is" and "as available" basis and solely for your use in accordance with this agreement. All disclaimers of any kind (including in this Article and elsewhere in this agreement) are made on behalf of both Forga and its affiliates and their respective shareholders, directors, officers, employees, affiliates, agents, representatives, contractors, licensors, suppliers and service providers (collectively referred to as "Forga Affiliates").
You agree to indemnify, defend, and hold harmless Forga and Forga Affiliates from and against any and all third party claims alleged or asserted against any of them, and all related charges, damages and expenses (including, but not limited to, reasonable attorneys' fees and costs) arising from or relating to: (i) any actual or alleged breach by you, your affiliate or engaged persons (regardless of their relationship with you, e.g. employee, agent, etc.) of any provisions of the Terms (its accompanying documentation, offer, annexes and schedules); (ii) any access to or use of the Services by you or your affiliate or your clients; (iii) any actual or alleged violation by you or your affiliate of the intellectual property, privacy or other rights of a third party; and (iv) any dispute between you and another party regarding ownership of or access to data in your ownership as provided in Article 6 above.
The previous also applies in case that you are promoting or selling any services or products based on your use of Services and your agreement with us. In such case you will be obliged to inform third parties that Forga cannot be held liable for consummation of any related services or products. You also agree and will be solely liable to comply with all regulations relating to the health and safety of third parties and inform them on potential health and safety risks arising out of performing physical activity or consuming certain nutrition. Non-compliance with these provisions represents material breach of the Terms.
To the maximum extent permitted by law, in no event will the Forga or Forga Affiliates aggregate liability, collectively, for all claims arising out of or related to our relationship, whether in contract, tort or otherwise, exceed the fees actually paid by you to Forga during the three (3) month period immediately preceding the date of the incident (which amount will be decreased for fixed Forga's costs that are non-refundable). All limitations of liability of any kind (including in this Article and elsewhere in the Terms and other agreements among you and us) apply with respect to both Forga and the Forga Affiliates.
In no event will Forga or any Forga Affiliates have any liability for any indirect, special, incidental, consequential or punitive damages, however caused, or for any personal injury or damage to the health, lost profits, loss of use, data or opportunities, cost of data reconstruction, cost or procurement of substitute goods or services, whether in contract, tort or otherwise, arising out of, or in any way connected with the Services, other services provided by us or third party offerings, including but not limited to the use or inability to use the Services or other services provided by us, any interruption, inaccuracy, error or omission, even if Forga or Forga affiliates, its licensors or subcontractors have been previously advised of the possibility of such loss or damages. Forga shall be indemnified in full by you and held harmless in case Forga or Forga affiliates were obliged to pay damages (in any form whatsoever) and any associated costs.
The Terms will be governed by and interpreted in accordance with the internal laws of the Republic of Serbia, without regard to conflicts of laws principles.
If you have any dispute with Forga arising out of or relating to the Terms, you agree to notify Forga in writing with a brief, written description of the dispute and your contact information, and Forga will have thirty (30) days from the date of receipt within which to attempt resolve the dispute to your reasonable satisfaction. If the Parties are unable to resolve the dispute through good faith negotiations over such thirty (30) day period under this informal process, either Party may pursue resolution of the dispute in accordance with the agreement below.
All disputes arising out of or related to (its annexes and schedule) and the Terms or any aspect of the relationship between you and Forga, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, that are not resolved pursuant to Article 12.2 above will be resolved through final and binding arbitration before one (1) neutral arbitrator instead of in a court by a judge or jury, and Forga and you each hereby waive the right to trial by a jury. You agree that any arbitration under this arbitration agreement will take place on an individual basis; class arbitrations and class actions are not permitted and you are agreeing to give up the ability to participate in a class action. The arbitration will be administered by the Belgrade Arbitration Centre and its rules applicable at the time of arbitration, as amended by the Terms. Any arbitration hearing will be held in the place of seat of Forga. The applicable governing law will be as set forth in Article 12.1. The arbitrator's decision will follow the terms of the Terms and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of the Terms, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof.
The Terms, together with any offer accepted by you, and together with terms and policies that are incorporated into these by reference, constitute the entire agreement and supersede any prior agreements between you and Forga with respect to the subject matter hereof, including all prior and contemporaneous agreements, proposals or representations, written or oral, between Forga, on the one hand, and you or your any affiliate, on the other hand.
No waiver of any provision of the Terms by Forga will be effective unless in writing and signed by Forga. No waiver by either party hereof of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. If any provision of the Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Terms will remain in effect.
You may not assign, delegate or transfer your rights and obligations arising out of our contractual relationship and the Terms in whole or in part, without Forga's prior written consent. Forga may assign, transfer or sublicense any or all of Forga's rights or obligations under our contractual relationship and the Terms without restriction subject to a written notification to you (e-mail sufficient).
Any notices provided by either party under the Terms may be delivered to the other party to the email address(es) we have on file for your account or provided by you or us. You hereby consent to receive notice from Forga through the foregoing means, and such notices will be deemed effective when sent if on a business day, and if not sent on a business day, then on the next business day.
Neither party will be liable for any failure or delay in performance under the Terms for causes beyond that party's reasonable control and occurring without that Party's fault or negligence, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labour problems (other than those involving Forga's or your employees, respectively), computer attacks (by government/nation entities or otherwise) or malicious acts, such as attacks on or through the Internet, any Internet service provider, telecommunications or hosting facility ("Force Majeure"). Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.
You agree that Forga may identify you as a customer of Forga and may refer to you by name, trade name, and trademark, if applicable. Forga may also briefly describe your business in Forga marketing materials, on the Forga website, and/or in public or legal documents. You hereby grant Forga a worldwide, non-exclusive, and royalty-free license to use your name and any of your trade names and trademarks solely pursuant to this marketing section.
You declare having had sufficient opportunity to review these Terms, understood the content of all of their clauses, and sought independent professional legal advice in that respect, before accepting these Terms. Consequently, any statutory "form contracts" ("adhesion contracts") regulations shall not be applicable to these Terms.
You agree to the use of electronic communication in order to, as may be the case, enter into agreements and place orders, and to the electronic delivery of notices, policies and records of transactions. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction that require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable law.
The Terms do not, and will not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Forga.
The parties acknowledge that the Terms may be unilaterally amended by Forga, provided that such changes shall not apply retroactively and that you are notified at least seven (7) days prior to the effective date of such changes. If you do not agree with the proposed amendments, you are entitled to terminate the contractual relationship with Forga by providing thirty (30) days' prior written notice.