Terms and Conditions

Introduction

Your use of any service provided by SFORGE is subject to the terms of a legal agreement between you and SFORGE. By ordering any service through our web site, or in other means of communication, you acknowledge that you have read this agreement and agree to be bound by the terms and conditions contained herein as well as all acceptable use policies available in the web site.

Intellectual Property Rights

Your License Grant to SFORGE

You hereby grant to SFORGE a non-exclusive, worldwide, and royalty-free license for the Initial Term and any Renewal Term to use your content as necessary for the purposes of rendering and operating the Services to you under this Agreement.

You expressly:

  • Grant to SFORGE a license to cache materials distributed or made available for distribution via the Services, including content supplied by third parties.
  • Agree that such caching is not an infringement of any of your intellectual property rights or any third party’s intellectual property rights.

SFORGE Materials and Intellectual Property

All materials, including but not limited to any computer software (in object code and source code form), data or information developed or provided by SFORGE or its suppliers or agents pursuant to this Agreement, and any know-how, methodologies, equipment, or processes used by SFORGE to provide the Services to you, including, without limitation, all copyrights, trademarks, patents, trade secrets and other proprietary rights, are and will remain the sole and exclusive property of SFORGE or its suppliers.

This includes, but is not limited to, any software programs, inventions, products, technology innovations, and methodologies utilized, developed, or disclosed by SFORGE during the term of this Agreement.

Unauthorized copying, reverse engineering, decompiling, or creating derivative works based on any such software is expressly prohibited except as permitted in this Agreement. You may be held legally responsible for any violation of patent, copyright, or trade secret rights caused or encouraged by failure to comply with this Agreement.

Trademarks

You hereby grant to SFORGE a limited right to use your trademarks, if any, solely for the purpose of enabling SFORGE to fulfill its duties under this Agreement.

This is not a trademark license, and no additional rights relating to the trademarks are granted. Specifically, the rights granted do not include the right to sublicense your trademarks or use them with any products or services outside the scope of the Services provided under this Agreement.

The limited trademark use rights granted under this section terminate upon termination of this Agreement.

Warranty Disclaimer

Customer and Third Party Acts

SFORGE is not responsible in any manner for any non-conforming Services to the extent caused by you or your customers.

In addition, SFORGE is not responsible for loss or corruption of data during transmission or for failure to send or receive data due to events beyond SFORGE’s reasonable control.

No Express or Implied Warranty

All services, systems, and products provided by SFORGE under this Agreement are provided without any express or implied warranty in fact or in law.

You acknowledge and agree that SFORGE exercises no control over, and accepts no responsibility for, the content of information passing through SFORGE’s computers, network hubs, points of presence, or the Internet.

SFORGE does not warrant that:

  • The operation of the Services will be uninterrupted.
  • The Services will be error-free.
  • The Services will be completely secure.
  • The Services will be free from patent, copyright, trade secret, or trademark infringement.

All Services are provided “as is”, without warranty against failure of performance, including failures caused by computer hardware or communication systems.

Except as expressly provided in this Agreement, SFORGE disclaims, and you waive reliance upon, any representations or warranties arising by law or otherwise, including implied warranties of merchantability, fitness for a particular purpose, quality, or non-infringement.

Your Warranties and Representations to SFORGE

You warrant, represent, and covenant that:

  • You are at least eighteen (18) years of age or are a duly organized and legally existing entity.
  • You possess the legal right and ability to enter into this Agreement.
  • You will use the Services only for lawful purposes and in accordance with this Agreement and all applicable policies.
  • You are financially responsible for the use of your account.
  • You have obtained or will obtain all authorizations necessary for hyperlinks to third-party websites or content.
  • You have verified or will verify the accuracy of all materials distributed through the Services, including your content, warranties, guarantees, business descriptions, and business address.
  • Your content and any software you install or provide do not and will not infringe upon any third-party rights or violate any applicable laws or regulations.

Miscellaneous

Indemnification

You will defend, indemnify, and hold harmless SFORGE and its officers, directors, shareholders, employees, consultants, agents, affiliates, and suppliers (“Indemnitees”) from any threatened or actual claims, damages, liabilities, losses, penalties, costs, expenses, attorneys’ fees, or court costs arising from or relating to:

  1. Your violation of this Agreement or any applicable policy.
  2. Your conduct, including negligence, gross negligence, or willful misconduct.
  3. Your use of the Services, including improper or illegal use.
  4. Claims by former employees relating to the execution of this Agreement or the Services.
  5. Claims relating to your products, services, advertising, third-party software, product liability, intellectual property infringement, defamation, libel, privacy, or publicity rights.

Confidentiality

Each party agrees that all Confidential Information communicated by the other party is provided in confidence.

Confidential Information shall:

  • Be used only for purposes of this Agreement.
  • Not be used to compete with the other party.
  • Not be disclosed to third parties without prior written consent except as permitted under this Agreement.

“Confidential Information” includes information relating to:

  • Services
  • Software and electronic commerce systems
  • Data processing applications
  • Proprietary information
  • Business and financial affairs
  • Pricing strategies
  • Technical systems
  • Customers and vendors
  • Data exchanges

Confidential Information does not include:

  1. Information already in the public domain.
  2. Information independently developed without reference to disclosed information.
  3. Information lawfully received from an unrestricted third party.

Disclosure required by law or regulation is permitted, provided prior written notice is given where legally possible.

Upon termination of this Agreement and written request, each party shall promptly return all Confidential Information.

This obligation survives termination of the Agreement for two (2) years.

Notices

All notices, reports, requests, or other communications under this Agreement shall:

  • Be in writing.
  • Be delivered by hand, overnight courier, fax, or electronic mail.
  • Be deemed delivered upon receipt.

Choice of Law

This Agreement shall be governed by the laws of the People’s Republic of Bangladesh, without regard to conflict of law principles.

Entire Agreement

This Agreement, together with all incorporated policies and guidelines, constitutes the entire agreement between the parties.

It may not be modified orally and may only be amended through a written agreement signed by both parties.

No Fiduciary Relationship

SFORGE is not your agent, fiduciary, trustee, or representative.

Nothing in this Agreement creates any rights or remedies for third parties.

This Agreement is intended solely for the benefit of the parties and their respective successors and permitted assigns.

Assignments

You may not transfer or assign your rights, duties, or obligations under this Agreement without prior written consent from SFORGE.

SFORGE may assign its rights and obligations and may utilize affiliates or agents without your consent.

Subject to these restrictions, this Agreement binds and benefits the parties and their successors and assigns.

No Waiver

Failure by SFORGE to enforce any provision of this Agreement does not constitute a waiver of its right to enforce that or any other provision in the future.

Severability

If any provision of this Agreement is found to be illegal, invalid, void, or unenforceable, that provision shall be severed or enforced only to the extent legally permitted.

The remainder of the Agreement shall continue in full force and effect.

If a provision is invalid only for a specific application, it shall remain valid for all other applications.

Survival

The following provisions survive termination or expiration of this Agreement:

  • Your warranties
  • Intellectual property rights
  • Limitation and exclusion of liability
  • Indemnification obligations
  • Payment obligations

Definitions

Various terms in these Terms of Use have the following meanings:

  • SFORGE: “SFORGE” means SFORGE, a proprietary business operated from 40, Abdus Samad Ajad Road, Dhanmondi, Dhaka-1209, Bangladesh.
  • We, Us, Our: “We,” “Us,” and “Our” mean SFORGE.
  • You, Your: “You” and “Your” mean the natural person or legal entity dealing with SFORGE.