Forage Terms of Service

Last Updated: November 21, 2023

Thank you for using the services offered by Forage Technology Corporation (“Forage”, “we”, “us”, and “our”). These Terms of Service (the “Agreement”) apply to the use of Forage’s services (“Forage Services”) by the entity that the individual agreeing to this Agreement (the “Signatory”) is authorized to represent (such entity, “you” and “your”), which include processing payments to you for purchases your customers make using benefits, including but not limited to, Supplemental Nutrition Assistance Program (SNAP) benefits and benefits under the USDA’s Special Supplemental Nutrition Program for Women, Infants, and Children (WIC).

Your use of any Forage Services is conditioned on the acceptance of, and compliance with, the terms of this Agreement and our Privacy Policy by you.

THIS AGREEMENT REQUIRES ALL DISPUTES TO BE RESOLVED BY BINDING INDIVIDUAL PARTY ARBITRATION. THE TERMS OF THE ARBITRATION CLAUSE APPEAR AT THE END OF THIS AGREEMENT.

1. Representations and Warranties.

You represent and warrant to us that:

• You are a business entity operating in the United States and are authorized to do business where you operate,
• You are eligible to register for the Forage Services,
• You have the right, power, and ability to enter into this Agreement,
• and
• For each payment you receive: (i) the payment is made for bona fide underlying sales, (ii) the underlying transactions for which the payment is made comply with all applicable federal, state, and local laws and regulations, and (iii) the underlying transactions are eligible for the applicable benefits program you claim them to be.

The Signatory further represents and warrants to us that the Signatory is your authorized representative and has the requisite power and authority to execute this Agreement on your behalf and to bind you to the terms of this Agreement.

2. Your Responsibilities.

2.1. Accuracy of Information. All Forage Services will be based upon information provided to Forage by you, or third party services from which you may elect to import your information. You represent and warrant that all information that you provide in connection with the Forage Services (“User Data”) is accurate, complete, and timely. You acknowledge that Forage is entitled to rely conclusively on all User Data and that Forage does not have any obligation to verify, correct, or otherwise ensure the accuracy or quality of the User Data. You further acknowledge that Forage bears no responsibility for and shall not have any liability for errors, omissions, penalties, fines, missed payments, judgments, incorrect coverage, or any other losses incurred that result from inaccurate, incomplete, or untimely User Data.

2.2. User Data. With respect to any User Data that you provide through the Forage Services and that Forage hosts, you represent and warrant that you have the necessary rights, licenses, consents, permissions, waivers and releases to use, make available and distribute the User Data in connection with your use of the Forage Services. Without limiting the foregoing, in the event that you request that Forage provide any User Data to any third party, you represent that you have acquired any consents or provided any notices required to transfer such content or information and that such transfer does not violate any applicable laws. You acknowledge and agree that Forage may use and preserve User Data and may also disclose User Data if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with legal process, applicable laws or government requests; (ii) enforce this Agreement; (iii) respond to claims that any content violates the rights of third parties; or (iv) protect the rights, property, or personal safety of Forage, its users and the public. You understand that the technical processing and transmission of the Forage Services, including User Data, may involve (1) transmissions over various networks; and (2) changes to conform and adapt to technical requirements of connecting networks or devices.

2.3. Prohibited Activities. You will not (nor will you permit any third party to):

• reverse engineer, decompile, disassemble or otherwise create, attempt to create or derive the source code underlying the Forage Services;
• transfer, resell, lease, license, or assign Forage Services or otherwise offer the Forage Services on a standalone basis, or permit any third party to access the Forage Services, without express permission from Forage;
• use or access the Forage Services to build a similar or competitive product or service or for the purpose of obtaining unauthorized access to the Forage Services;
• develop, support or use software, devices, scripts, robots or any other means or processes (including crawlers, browser plugins and add-ons or any other technology) to scrape the Forage Services or otherwise copy profiles and other data from the Forage Services in order to enable, use, or build a similar or competitive product or service;
• tamper with the security of Forage’s systems or tamper with other customer accounts of Forage;
• attempt to probe, scan or test the vulnerability of any Forage systems or to breach the security or authentication measures of Forage’s systems;
• use the Forage Services to send payments directly or indirectly to, or for the benefit of, any person or entity that is (a) located in any country or jurisdiction that is subject to U.S. economic sanctions; (b) identified on any U.S. government list of prohibition, including the Specially Designated Nationals and Consolidated Sanctions List of the Office of Foreign Assets Control, U.S. Department of the Treasury; or (c) owned or controlled by any person or entity in (a) or (b);
• use or launch any automated system, including “robots,” “spiders,” or “offline readers,” that sends more requests to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional browser;
• use the Forage Services in any manner that damages, disables, overburdens, or impairs any of our websites, servers, or otherwise interferes with any other party's use of the Forage Services;
• use the Forage Services for any fraudulent activity or purpose; or
• use the Forage Services in violation of any applicable law, for illegal activities, or for activities outside the scope expressly permitted hereunder.

2.4. Compliance with Laws. You agree that your use of Forage Services and receipt of any payment complies with any and all applicable laws, rules and regulations affecting you, and any use you may make of the Forage Services. Forage may in its sole discretion limit access to the Forage Service and/or terminate any users who infringe any intellectual property rights of others.

3. Fees. If applicable, fees incurred by your use of the Forage Services shall be set forth in the Merchant Agreement you entered with Forage or, if you use the Forage Services in connection with a marketplace, your applicable order form.

4. Disclaimer. THE FORAGE SERVICES ARE PROVIDED “AS IS” TO THE FULLEST EXTENT PERMITTED BY LAW. FORAGE HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE IN RELATION TO THE FORAGE SERVICES. WITHOUT LIMITING THE FOREGOING, FORAGE DOES NOT WARRANT THAT THE FORAGE SERVICES WILL BE ERROR-FREE OR THAT THEY WILL MEET ANY SPECIFIED SERVICE LEVEL, OR WILL OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM FORAGE OR THROUGH THE FORAGE SERVICES WILL CREATE ANY WARRANTY. FORAGE DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY PRODUCT. TO THE EXTENT THIS DISCLAIMER CONFLICTS WITH APPLICABLE LAW, THE SCOPE AND DURATION OF ANY APPLICABLE WARRANTY WILL BE THE MINIMUM PERMITTED UNDER THAT LAW.

5. Errors. If you believe you have received an incorrect payment or otherwise identify what you believe is an error in the payment, contact us immediately at support@joinforage.com. Any dispute must be initiated within 60 days of when the original payment was made.

6. ACH Authorization. You authorize us to electronically debit and credit your designated account via Automated Clearing House (ACH) payment and, if ever applicable, to correct erroneous debits and credits via ACH as allowed by the standards, rules, and procedures established by the National Automated Clearing House Association (the “NACHA Rules”). You agree that payment transactions made via ACH will be governed by the NACHA Rules.

7. Electronic Communications. You consent to accept and receive communications from us in electronic form, including e-mail, text messages, calls, and push notifications to the mobile phone number you provide to us. These communications may be generated by automatic telephone systems which will deliver messages, including for the purposes of secondary authentication, receipts, reminders and other notifications. You agree that all communications provided to you by Forage electronically satisfy any legal requirement that communication would satisfy if it were in writing. Standard message and data rates applied by your cell phone carrier may apply to the text messages we send you. You may opt-out of receiving marketing communications by following the unsubscribe options we provide to you. You acknowledge that opting out of receiving communications may impact your use of the Forage Services.

8. Additional Services. Forage may make certain additional services available through its platform, as may be developed from time to time. To the extent the receipt of any such additional service requires your agreement to this Agreement, then such additional service shall constitute a Forage Service for purposes of this Agreement.

9. Prohibited Industries. You may not use the Forage Services for the following businesses or activities in the following industries: (1) paraphernalia that may be used for illegal activity, (2) unauthorized multi-level marketing businesses, (3) rebate based businesses, (4) betting, including lottery tickets, sports related gambling, casino gaming chips, off-track betting, and wagers at races, (5) manual or automated cash disbursements, (6) prepaid cards or checks, (7) sales of money-orders or foreign currency, (8) wire transfer money orders, (9) high-risk products and services, including telemarketing sales, or (10) any industry that exposes you, other Forage users, our partners, or Forage to possible harm.

10. Ownership.

10.1. We reserve all rights not expressly granted to you in this Agreement. We own all rights, title, interest, copyright and other worldwide Intellectual Property Rights (as defined below) in the Forage Services and all copies of the Forage Services. This Agreement does not grant you any rights to our trademarks or service marks.

10.2. For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights that may exist now or come into existence in the future, and all of their applications, registrations, renewals and extensions, under the laws of any state, country, territory or other jurisdiction.

10.3. You may provide comments or ideas about the Forage Services (“Ideas”). By providing any Idea, you agree that your disclosure is gratuitous, unsolicited, and without restriction, that it will not place us under any fiduciary, confidentiality or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.

11. Suspension and Termination. Suspension and Termination. We may terminate this Agreement or any other agreements we have with you, or suspend or terminate your access to the Forage Services, at any time for any reason. Any termination of this Agreement does not relieve you of obligations, including to pay fees or costs accrued prior to the termination, with respect to any ACH reversals or errors, and to pay any other amounts owed to us as provided in this Agreement or any applicable additional agreements you have with us. In the event you owe Forage at the time of termination, Forage reserves the right to debit your funding source to settle the outstanding balance.

12. Indemnification. You agree to indemnify, defend and hold harmless Forage and the parties with whom we contract to offer the Forage Services (the “Indemnified Parties”) against any claim, demand, suit, or proceeding (“Claim”) arising out of (a) your unauthorized use of or access to the Forage Services, (b) your violation of any term of this Agreement, (c) your violation of any third-party rights, including any right of privacy, any right provided by any labor or employment law, rule, or regulation or any intellectual property right, (d) your violation of any applicable law, rule or regulation, (e) your use of the User Data, and (f) any agreement entered into, or any dispute, between you. In order to receive the benefit of the foregoing indemnity, Forage must give you prompt written notice of the Claim and all reasonable cooperation, at your expense, in your defense and settlement of the Claim.

13. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE INDEMNIFIED PARTIES, THEIR AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS AND LICENSORS SHALL NOT BE LIABLE FOR (A) ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING YOUR USE OF, OR INABILITY TO USE, THE FORAGE SERVICES, (B) ERRORS, MISTAKES OR INACCURACIES OF THE FORAGE SERVICES, (C) PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE FORAGE SERVICES, (D) THE CONTENT OF YOUR USER DATA, (E) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE FORAGE SERVICES, (F) ANY BUGS, VIRUSES, TROJAN HORSES OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR FORAGE SERVICES BY ANY THIRD PARTY, (G) ANY ERRORS OR OMISSIONS IN THE FORAGE SERVICES OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE THROUGH THE FORAGE SERVICES, AND/OR (H) THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY. THE INDEMNIFIED PARTIES, THEIR AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR DIRECT DAMAGES, IN THE AGGREGATE, EXCEEDING THE LESSER OF (1) ONE THOUSAND DOLLARS ($1,000) OR (2) THE AGGREGATE FEES YOU HAVE PAID US OVER THE PAST 6 MONTHS. THE LIMITATIONS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE EXCLUSIONS AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “DISCLAIMER” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

14. Miscellaneous.

14.1. Governing Law. This Agreement will be governed by the laws of the State of New York, exclusive of its rules governing choice of law and conflict of laws.

14.2. Entire Agreement. This Agreement constitutes the entire agreement between you and Forage with respect to its subject matter. It supersedes all prior and contemporaneous proposals, statements, sales materials or presentations, and agreements, except where a Merchant Agreement, Platform Agreement, or Marketplace Agreement exists. In such cases, the respective agreement will take precedence over this Agreement. No oral or written information or advice given by Forage, its agents, or employees will create a warranty or in any way increase the scope of the warranties provided herein. This Agreement prevails over any other agreement or terms, except as described above with respect to any applicable Merchant Agreement, Platform Agreement, or Marketplace Agreement.

14.3. Class Action and Jury Waiver. You and Forage agree that any claims or controversies between the parties (including any claims brought against the Indemnified Parties in connection with the Forage Services) must be brought against each other on an individual basis only, and not in a class, consolidated, or representative action. That means neither you nor Forage can bring such a claim as a plaintiff or class member in a class action, consolidated action, or representative action. The arbitrator cannot combine or consolidate more than one person’s or one entity’s claims into a single case, and cannot preside over any consolidated, class or representative proceeding (unless all parties agree otherwise in writing). Further, the arbitrator’s decision or award in one person’s or entity’s case can only impact the person or entity that brought the claim, not other entities or Forage customers, and cannot be used to decide other disputes with other customers. YOU AGREE TO WAIVE ANY RIGHT TO A JURY TRIAL, YOU AGREE TO WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-WIDE OR REPRESENTATIVE ARBITRATION, AND YOU AGREE TO WAIVE ANY RIGHT TO PARTICIPATE IN ANY CLASS ACTION LAWSUIT (INCLUDING FOR ANY CLAIM THAT IS DETERMINED NOT TO BE SUBJECT TO ARBITRATION UNDER THESE TERMS). If a court decides that this class action waiver is not enforceable or valid, then the entire agreement to arbitrate will be null and void, but the rest of this Agreement will still apply.