Legal

Terms of Service

Effective: [EFFECTIVE_DATE]

These Terms of Service ("Terms") form a binding agreement between you ("Customer", "you") and [LEGAL_NAME] ("Forecastle", "we") and govern your access to and use of the Forecastle platform at forecastle.app, the marketing website at getforecastle.com, and any associated APIs, integrations, add-ins, and add-ons (collectively, the "Service").

By accessing or using the Service you agree to these Terms. If you do not agree, do not use the Service.

1. The Service

Forecastle is a multi-tenant Software-as-a-Service platform for financial planning and analysis. The Service includes a web application, integrations to general-ledger systems, a spreadsheet add-in for Microsoft Excel, an add-on for Google Sheets, and related functionality described at getforecastle.com.

2. Account and eligibility

To use the Service you must:

• Be at least 18 years old
• Have legal authority to bind the entity on whose behalf you are subscribing
• Provide accurate and complete account information
• Maintain the security of your account credentials

You are responsible for all activity under your account. Notify security@forecastle.app immediately if you suspect unauthorized access.

3. Subscription and billing

3.1 Plans

Forecastle is offered in tiered subscription plans (Core, Advanced, Multi-Entity). Plan inclusions and pricing are published at getforecastle.com/pricing and incorporated into these Terms by reference. Forecastle may revise plan inclusions; pricing changes follow §3.5.

3.2 Payment

Payment is processed by our payment provider, Stripe. You authorise Forecastle to charge the payment method you provide for all fees due. You represent that you have authority to use the payment method.

3.3 Billing cycle

Monthly subscriptions are billed monthly in advance. Annual subscriptions are billed annually in advance at a discounted rate. All fees are non-refundable except as required by law or as expressly stated in our SLA. Unused portions of a paid period are not refunded on cancellation.

3.4 Taxes

Fees are exclusive of taxes. You are responsible for any sales, use, value-added, GST/HST, or similar taxes arising from your subscription, except for taxes on Forecastle's net income.

3.5 Price changes

We may change subscription prices for renewal periods with at least 30 days' written notice. You may cancel before the renewal to avoid the new price. Active subscription terms are honored at the contracted price.

3.6 Failed payment

If a payment fails, we will attempt redelivery and notify you. If payment is not resolved within 14 days, we may suspend access to the Service. Data is retained per the retention policy in our Privacy Policy.

4. Acceptable use

You agree not to:

• Use the Service in violation of any applicable law
• Attempt to gain unauthorized access to the Service, other customers' accounts, or our infrastructure
• Reverse-engineer, decompile, or disassemble the Service except as expressly permitted by law
• Interfere with or disrupt the Service or attempt to circumvent any security or rate-limiting mechanism
• Use the Service to send spam, malware, or content that is illegal, infringing, or harmful
• Resell, sublicence, or provide the Service to third parties outside your organization without our written consent
• Use the Service to compete with Forecastle, including for the purpose of building a competing product

5. Customer data and ownership

5.1 Your data is yours

You retain all rights, title, and interest in the data you upload, input, or generate through the Service ("Customer Data"). You grant Forecastle a limited, non-exclusive licence to host, process, and display Customer Data solely for the purpose of providing the Service to you.

5.2 Our data is ours

Forecastle retains all rights, title, and interest in the Service itself, including all underlying technology, software, designs, trademarks, documentation, and intellectual property. No rights are granted to you except those expressly stated in these Terms.

5.3 Aggregated, de-identified usage data

We may collect and use aggregated, de-identified data about how the Service is used to operate, improve, and develop the Service. Such data will not identify you or your organization.

5.4 Feedback

If you provide feedback or suggestions about the Service, you grant us a perpetual, irrevocable, royalty-free licence to use that feedback without restriction.

5.5 No training on Customer Data

We do not train AI models on Customer Data and we do not permit our subprocessors to do so. Our agreement with our AI model provider includes a zero-retention clause for prompts and completions.

6. Confidentiality

Each party agrees to protect the other's Confidential Information using at least the same degree of care it uses for its own (and no less than reasonable care). Confidential Information includes any non-public information disclosed in connection with the Service. This obligation survives termination for three years.

Customer Data is Customer's Confidential Information. The Service, including its features, performance, and pricing not otherwise public, is Forecastle's Confidential Information.

7. Service availability and support

Service availability targets and support response commitments are defined in our Service Level Agreement, available at getforecastle.com/security/sla.pdf and incorporated into these Terms by reference.

8. Warranties and disclaimers

8.1 Mutual warranties

Each party warrants that it has full authority to enter into these Terms and that its performance will comply with applicable law.

8.2 Service warranty

Forecastle warrants that the Service will perform materially as described in our published documentation. If the Service fails to do so and we are unable to remediate within a reasonable period after your written notice, your sole remedy is to terminate the affected subscription and receive a pro-rated refund of any prepaid fees for the remainder of the term.

8.3 Disclaimer

EXCEPT AS EXPRESSLY STATED IN THESE TERMS AND OUR SLA, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, FORECASTLE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

Forecastle is a tool to support financial planning and analysis. It is not a substitute for professional accounting, tax, audit, or legal advice. You are responsible for the accuracy and completeness of the data you load and the decisions you make based on output from the Service.

9. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUES, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.
• FORECASTLE'S TOTAL CUMULATIVE LIABILITY UNDER THESE TERMS IS LIMITED TO THE FEES YOU PAID FOR THE SERVICE IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

These limitations do not apply to:

• Either party's indemnification obligations
• Customer's payment obligations
• A party's gross negligence, willful misconduct, or fraud
• Infringement of the other party's intellectual property rights

10. Indemnification

10.1 By Forecastle

We will defend you against any third-party claim alleging that the Service, used in accordance with these Terms, infringes that third party's intellectual property rights, and will pay damages and reasonable legal fees awarded against you (or agreed in settlement) for such a claim.

If a claim arises, we may at our option: (i) procure the right for you to continue using the Service; (ii) modify the Service so it is non-infringing while substantially equivalent; or (iii) terminate the affected subscription and refund the unused prepaid portion.

10.2 By Customer

You will defend Forecastle against any third-party claim arising from: (i) your breach of these Terms; (ii) your Customer Data, including any claim that it infringes a third party's rights or violates applicable law; or (iii) your use of the Service in violation of §4.

10.3 Procedure

The indemnified party must promptly notify the indemnifying party of the claim, give the indemnifying party sole control of the defence and settlement, and provide reasonable cooperation. The indemnifying party will not settle any claim that imposes liability or admission of fault on the indemnified party without prior written consent.

11. Termination

11.1 By you

You may cancel your subscription at any time from inside the Service or by emailing support@forecastle.app. Cancellation takes effect at the end of the current paid period.

11.2 By us

We may suspend or terminate your access to the Service if you materially breach these Terms (including non-payment) and fail to cure within 14 days of written notice. We may immediately suspend access without notice in case of security threat, fraud, or violation of §4.

11.3 Effect of termination

On termination:

• Your access to the Service ends
• You may export Customer Data for 30 days after termination
• After 30 days, Customer Data is purged from production; backups age out within 90 days per the Privacy Policy
• Sections that by their nature should survive termination (including 5.2, 6, 8.3, 9, 10, 12, 13) survive

12. Modifications

We may update these Terms from time to time. Material changes will be notified by email and posted to the Service at least 30 days before they take effect. Continued use of the Service after the effective date constitutes acceptance. If you do not agree to a change, your sole remedy is to terminate before the effective date and receive a pro-rated refund of any prepaid fees for the remainder of the term.

13. Dispute resolution and governing law

13.1 Governing law

These Terms are governed by the laws of [GOVERNING_PROVINCE], Canada, without regard to its conflict-of-laws principles. The UN Convention on Contracts for the International Sale of Goods does not apply.

13.2 Jurisdiction

The parties submit to the exclusive jurisdiction of the [GOVERNING_COURT]. Either party may apply to a court of competent jurisdiction for interim or injunctive relief to protect its intellectual property rights.

13.3 Informal resolution first

Before filing a claim, the parties agree to attempt good-faith informal resolution by writing to support@forecastle.app (or the customer's primary contact, in our case) with a description of the dispute and the desired remedy. If unresolved after 30 days, either party may proceed to formal action.

13.4 No class actions

To the maximum extent permitted by law, disputes are resolved on an individual basis. The parties waive any right to participate in a class, collective, or representative action.

14. General

14.1 Entire agreement

These Terms, together with the Privacy Policy, the SLA, any applicable Data Processing Agreement, and any plan-specific terms, constitute the entire agreement and supersede any prior agreement on the same subject matter.

14.2 Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of substantially all our assets.

14.3 Severability

If any provision is held unenforceable, the rest remains in effect. The unenforceable provision will be replaced with one that matches its intent to the extent permitted by law.

14.4 No waiver

Failure to enforce a provision is not a waiver of the right to enforce it later.

14.5 Force majeure

Neither party is liable for delay or failure caused by events beyond reasonable control (e.g. acts of God, war, terrorism, governmental action, internet outage, infrastructure-provider incident, pandemic).

14.6 Notices

Notices to Forecastle: support@forecastle.app (operational) or legal@forecastle.app (formal). Notices to you: the email address associated with your account, and where required, by posting to the Service.

14.7 Contractor relationship

The parties are independent contractors. Nothing in these Terms creates an agency, partnership, joint venture, or employment relationship.

15. Contact

[LEGAL_NAME] [CORPORATE_ADDRESS]