Forest Terms of Service

These Terms of Service (the “Agreement”) govern access to and use of the Forest platform and related services (collectively, the “Services”), made available at https://forest.coach by 3 Tree Tech, LLC (“3 Tree Tech, LLC,” “we,” “us,” or “our”). This Agreement is between 3 Tree Tech, LLC and the legal entity that accepts this Agreement by signing an Order, by electronic acceptance, or by accessing the Services (“Customer” or “you”). The “Effective Date” is the date on which Customer first accepts this Agreement.

By accessing or using the Services, Customer agrees to be bound by this Agreement. If you are accepting this Agreement on behalf of an entity, you represent that you have authority to bind that entity, in which case “Customer” means that entity.

1. Definitions

“Account” means the credentialed access provided to Customer and its Authorized Users to use the Services.

“Authorized User” means an individual employee, contractor, or agent of Customer (or of a Customer affiliate) who is authorized by Customer to access and use the Services on Customer’s behalf, in accordance with this Agreement and any applicable user role.

“Customer Data” means information, data, content, documents, and materials submitted to or generated within the Services by or on behalf of Customer or its Authorized Users, including assessment content, tool and contract records, uploaded files, and configuration data.

“Documentation” means the user guides, help materials, and technical documentation made available by 3 Tree Tech, LLC for the Services.

“Fees” means the fees payable by Customer for the Services as set forth in the applicable Order.

“Order” means an ordering document, statement of work, or online order form executed by the parties that references this Agreement and identifies the Services purchased, the Subscription Term, and applicable Fees.

“Organization” means the tenant within the Services that corresponds to Customer and is the boundary within which Authorized Users access Customer Data.

“Subscription Term” means the period during which Customer is authorized to access the Services, as set forth in the applicable Order, including any renewal terms.

“Usage Data” means de-identified and aggregated information derived from Customer’s use of the Services, including operational metrics, statistical analyses, and, where Customer has opted in, contributions to industry benchmark datasets. Usage Data does not include Customer Data in identifiable form.

2. Our Services

2.1 Description

Forest is a multi-tenant, business-to-business platform that enables enterprise organizations to conduct capability assessments, benchmark performance against peers, manage tool stacks and contracts, identify gaps and overlaps, and produce prioritized roadmaps.

2.2 Grant of Access

Subject to this Agreement and the applicable Order, 3 Tree Tech, LLC grants Customer a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Services and Documentation for Customer’s internal business purposes.

2.3 Modifications

3 Tree Tech, LLC may modify, add to, or remove features of the Services from time to time. We will not materially diminish the core functionality of the Services during a paid Subscription Term without providing reasonable notice.

2.4 Account Setup

Customer is responsible for designating an initial administrator, inviting Authorized Users, assigning roles, and configuring its Organization. Customer is responsible for the acts and omissions of its Authorized Users and for ensuring that each Authorized User complies with this Agreement.

2.5 Authentication, Single Sign-On, and Multi-Factor Authentication

Customer is responsible for safeguarding all credentials, configuring authentication options appropriate to its security posture, and notifying 3 Tree Tech, LLC promptly of any suspected unauthorized access. Where Customer enables single sign-on with its identity provider, Customer is responsible for the security of that identity provider, for managing user lifecycle within it, and for the accuracy of identity assertions sent to the Services. 3 Tree Tech, LLC requires multi-factor authentication for its own platform administrators and strongly recommends that Customer require it for its Authorized Users.

2.6 Acceptable Use

Customer will not, and will not permit any Authorized User or third party to:

• Sublicense, resell, lease, or otherwise transfer the Services to any third party, except to Authorized Users as expressly permitted.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or trade secrets from the Services.
• Build a competing product or service using the Services, the Documentation, or any benchmark data accessed through the Services.
• Interfere with or disrupt the integrity or performance of the Services, including by introducing malicious code, bypassing rate limits, or attempting to access another organization’s data.
• Use bots, scrapers, or other automated means to access or extract data from the Services other than through authorized application programming interfaces.
• Upload or transmit content that infringes intellectual property or privacy rights, violates applicable law, or contains malicious code.
• Use the Services to store or process information that is regulated as protected health information, payment card data, classified information, or other categories of data not contemplated by this Agreement, unless agreed in writing.
• Frame, mirror, or otherwise present the Services in a manner that misrepresents their source or function.
• Circumvent or attempt to circumvent any access control, security measure, or usage limit of the Services.
• Use the Services for any unlawful, fraudulent, infringing, defamatory, harassing, or otherwise harmful purpose.

2.7 Suspension and Removal

3 Tree Tech, LLC may suspend or restrict access to the Services, or remove specific Customer Data, where 3 Tree Tech, LLC reasonably believes that (a) continued access poses a security risk to the Services or to other customers, (b) Customer or an Authorized User has materially breached this Agreement, (c) 3 Tree Tech, LLC is required to do so by applicable law or legal process, or (d) Customer has failed to pay undisputed Fees when due. Except where prohibited by law or where prompt action is required to protect the Services or other customers, 3 Tree Tech, LLC will provide Customer with reasonable notice and an opportunity to address the underlying issue.

3. Customer Representations and Warranties

Customer represents and warrants that:

• It has the legal authority to enter into this Agreement and to bind any entity on whose behalf it accepts this Agreement.
• Its use of the Services, and the use by its Authorized Users, will comply with this Agreement, the Documentation, and all applicable laws.
• It has provided all notices and obtained all consents necessary for 3 Tree Tech, LLC to collect, use, and process the Customer Data in accordance with this Agreement and the Privacy Notice.
• The Customer Data it submits is accurate to the best of its knowledge and does not infringe the intellectual property, privacy, or other rights of any third party.
• It is responsible for the actions of its Authorized Users and for the assignment of user roles within its Organization.

4. Intellectual Property Rights

As between the parties, 3 Tree Tech, LLC retains all right, title, and interest in and to the Services, the Documentation, Forest branding, the software underlying the Services, and all improvements, modifications, derivative works, and intellectual property rights therein. No rights are granted to Customer other than the limited rights expressly set forth in this Agreement.

If Customer provides feedback, suggestions, or ideas regarding the Services, Customer grants 3 Tree Tech, LLC a non-exclusive, perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate that feedback into the Services without obligation or attribution.

5. Customer Data; Usage Data; Privacy

5.1 Ownership of Customer Data

As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants 3 Tree Tech, LLC a non-exclusive, worldwide, royalty-free license during the Subscription Term to host, cache, copy, transmit, display, process, and otherwise use Customer Data solely as necessary to (a) provide and support the Services, (b) prevent or address service or technical problems, (c) comply with this Agreement, applicable law, or legal process, and (d) generate Usage Data.

5.2 Customer Responsibility for Content

Customer is solely responsible for the accuracy, completeness, legality, and appropriateness of the Customer Data it submits and for ensuring that it has all rights and consents necessary to submit that data to the Services. Customer must not upload content that is unlawful, infringing, harmful, or otherwise inappropriate for a business platform.

5.3 Privacy

3 Tree Tech, LLC’s collection and use of Personal Information in connection with the Services is governed by our Privacy Notice, which is incorporated into this Agreement by reference. The Privacy Notice describes the categories of data we collect, how we use and disclose it, and the security measures we apply.

5.4 Usage Data

Customer agrees that 3 Tree Tech, LLC may collect and use Usage Data for any lawful business purpose, including operating, securing, and improving the Services, generating industry benchmarks, conducting research, and producing aggregated reports. 3 Tree Tech, LLC will not publish Usage Data in a manner that identifies Customer or any individual without Customer’s prior consent. Where Customer has opted out of benchmark contribution, Customer Data will not be included in benchmark datasets shared across the customer base.

5.5 No AI Model Training

3 Tree Tech, LLC does not use Customer Data to train any third-party large language model or general-purpose AI model. Where 3 Tree Tech, LLC uses a third-party intelligence service to gather public information about vendors and products, only queries about public market information are transmitted to that service.

6. Fees and Payment

6.1 Fees

Customer will pay all Fees set forth in the applicable Order. Except as expressly set forth herein, all Fees are non-cancelable and non-refundable. Unless otherwise specified in an Order, Fees are invoiced in advance, are payable in United States dollars, and are due within thirty (30) days of the invoice date.

6.2 Late Payments

Undisputed amounts not paid when due will accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, in each case from the date due until the date paid. Customer will reimburse 3 Tree Tech, LLC for reasonable costs of collection, including attorneys’ fees, on past-due amounts.

6.3 Taxes

Fees are exclusive of all taxes, levies, and duties imposed by taxing authorities (other than taxes on 3 Tree Tech, LLC’s net income). Customer is responsible for payment of all such taxes. If 3 Tree Tech, LLC is required to pay or collect any such tax, Customer will reimburse 3 Tree Tech, LLC for the amount paid.

6.4 Disputed Invoices

Customer will notify 3 Tree Tech, LLC in writing of any dispute regarding an invoice within thirty (30) days of the invoice date. The parties will work in good faith to resolve disputed amounts. Customer will pay all undisputed amounts in accordance with this Section 6.

6.5 Rate Changes

3 Tree Tech, LLC may modify rates for renewal terms upon at least thirty (30) days’ written notice prior to the end of the then-current Subscription Term.

7. Term and Termination

7.1 Term

This Agreement begins on the Effective Date and continues for the initial Subscription Term set forth in the applicable Order. The Subscription Term will automatically renew for successive periods equal in length to the then-current term unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term.

7.2 Termination for Cause

Either party may terminate this Agreement if the other party materially breaches the Agreement and fails to cure the breach within thirty (30) days after receiving written notice of the breach. 3 Tree Tech, LLC may also terminate this Agreement immediately upon notice if Customer fails to pay undisputed Fees when due and does not cure within ten (10) days after a second written notice, or if Customer or an Authorized User commits an act that, in 3 Tree Tech, LLC’s reasonable judgment, poses an imminent risk to the security of the Services or to other customers.

7.3 Effect of Termination

Upon termination or expiration, Customer’s and its Authorized Users’ right to access the Services will cease. For a period of thirty (30) days following termination, 3 Tree Tech, LLC will, upon Customer’s written request, make Customer Data available for export in a commercially reasonable format. After that period, 3 Tree Tech, LLC may delete Customer Data, subject to backup retention and legal hold obligations. Termination does not relieve Customer of the obligation to pay Fees accrued prior to the effective date of termination.

8. Confidentiality

Each party (the “Receiving Party”) may have access to confidential and proprietary information of the other party (the “Disclosing Party”), including non-public business, technical, financial, security, and product information (“Confidential Information”). The Receiving Party will (a) use Confidential Information only as necessary to exercise its rights or perform its obligations under this Agreement, (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar importance, but no less than a reasonable standard of care, and (c) disclose Confidential Information only to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein.

Confidential Information does not include information that the Receiving Party can show is or becomes generally known to the public through no fault of the Receiving Party, was known to the Receiving Party without restriction before disclosure, is rightfully obtained from a third party without restriction, or is independently developed without use of the Disclosing Party’s Confidential Information. The Receiving Party may disclose Confidential Information as required by law or legal process, provided that, where legally permitted, it gives the Disclosing Party prompt notice and reasonable cooperation in seeking a protective order.

9. Warranties; Disclaimers

9.1 Mutual Warranties

Each party represents and warrants that it has the legal authority to enter into this Agreement.

9.2 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES AND DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE.” 3 Tree Tech, LLC DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. 3 Tree Tech, LLC DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY OUTPUTS, INCLUDING ASSESSMENTS, BENCHMARKS, AND RECOMMENDATIONS, WILL ACHIEVE ANY PARTICULAR BUSINESS OUTCOME.

Nothing in this Section limits 3 Tree Tech, LLC’s commitment to maintain the administrative, technical, and organizational security measures described in the Privacy Notice.

9.3 Customer Data Disclaimer

3 Tree Tech, LLC is not responsible for unauthorized access to, theft of, or corruption of Customer Data that results from causes outside 3 Tree Tech, LLC’s reasonable control, including Customer’s failure to safeguard its credentials, misconfiguration of Customer’s identity provider, or actions by Authorized Users. Customer is responsible for maintaining its own records, exports, and backups of Customer Data as appropriate.

10. Indemnification

10.1 By 3 Tree Tech, LLC

3 Tree Tech, LLC will defend Customer against any third-party claim alleging that Customer’s authorized use of the Services infringes a United States patent, copyright, or trade secret of that third party, and will indemnify Customer for any damages and reasonable attorneys’ fees finally awarded against Customer in such a claim or paid in settlement of such a claim. 3 Tree Tech, LLC has no obligation under this Section for any claim that arises from (a) modifications to the Services made by anyone other than 3 Tree Tech, LLC, (b) combination of the Services with software, data, or business processes not provided by 3 Tree Tech, LLC, (c) Customer Data, or (d) use of the Services in violation of this Agreement.

10.2 By Customer

Customer will defend 3 Tree Tech, LLC against any third-party claim arising from (a) Customer’s breach of this Agreement, including the acceptable use restrictions, (b) Customer Data, including any claim that Customer Data infringes a third party’s intellectual property, privacy, or other rights, (c) misuse of Authorized User credentials caused by Customer’s failure to maintain reasonable security practices, or (d) Customer’s violation of applicable law in connection with its use of the Services. Customer will indemnify 3 Tree Tech, LLC for any damages and reasonable attorneys’ fees finally awarded against 3 Tree Tech, LLC in such a claim or paid in settlement of such a claim.

10.3 Procedure

The party seeking indemnification will (a) promptly notify the indemnifying party of the claim, (b) give the indemnifying party sole control of the defense and settlement of the claim (provided that the indemnifying party will not settle any claim in a manner that imposes liability on the indemnified party without its prior written consent), and (c) provide reasonable cooperation in the defense at the indemnifying party’s expense.

11. Limitation of Liability

EXCEPT FOR LIABILITY ARISING UNDER SECTION 10 (INDEMNIFICATION), BREACHES OF SECTION 8 (CONFIDENTIALITY), OR A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AND TO THE FULLEST EXTENT PERMITTED BY LAW:

• Neither party will be liable for any indirect, special, incidental, consequential, exemplary, or punitive damages, including lost profits, lost revenue, lost data, or business interruption, even if advised of the possibility of such damages.
• Each party’s aggregate liability arising out of or related to this Agreement will not exceed the greater of (a) the Fees paid or payable by Customer to 3 Tree Tech, LLC during the twelve (12) months preceding the event giving rise to the claim and (b) one thousand United States dollars ($1,000).

These limitations apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise.

12. Governing Law; Venue; Dispute Resolution

12.1 Governing Law and Venue

This Agreement is governed by the laws of the State of Oregon, excluding its conflict-of-laws principles. The exclusive venue for any dispute arising out of or relating to this Agreement is the state or federal courts located in Multnomah County, Oregon, and each party irrevocably consents to the personal jurisdiction of those courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

12.2 Pre-Litigation Escalation and Mediation

Before initiating litigation (other than for equitable relief or non-payment of Fees), the parties will attempt to resolve any dispute through good-faith discussion between executive representatives of each party. Either party may initiate this process by written notice to the other. If the dispute is not resolved within ten (10) business days after the notice, either party may submit the dispute to non-binding mediation in Portland, Oregon, to be scheduled within twenty-one (21) days. The parties will share the mediator’s fees equally and each party will bear its own costs. If the dispute remains unresolved after mediation, either party may initiate litigation in accordance with Section 12.1.

12.3 Equitable Relief

Each party acknowledges that a breach of the confidentiality, intellectual property, or acceptable use provisions of this Agreement may cause irreparable harm for which monetary damages would be inadequate. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction without the obligation to post a bond.

13. General

13.1 Independent Contractors

The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, fiduciary, or employment relationship between the parties.

13.2 Notices

Notices under this Agreement must be in writing and sent to 3 Tree Tech, LLC at legal@3treetech.com and to Customer at the email address Customer provides in its Account or Order. Notices are effective on receipt.

13.3 Copyright Complaints

3 Tree Tech, LLC respects the intellectual property rights of others. If you believe that material accessible through the Services infringes your copyright, send a written notice to legal@3treetech.com that includes: (a) your physical or electronic signature; (b) identification of the copyrighted work claimed to be infringed; (c) identification of the material claimed to be infringing and information reasonably sufficient to locate it; (d) your contact information; (e) a statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law; and (f) a statement, made under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.

13.4 Force Majeure

Neither party will be liable for any delay or failure to perform under this Agreement (other than payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, governmental action, labor disputes, internet or telecommunications failures, or pandemics.

13.5 Electronic Signatures and Acceptance

This Agreement may be accepted by electronic signature, clickthrough, or by accessing the Services after notice of the Agreement.

13.6 Entire Agreement; Updates

This Agreement, together with each Order and the Privacy Notice, is the entire agreement between the parties concerning the Services and supersedes all prior or contemporaneous agreements, proposals, and communications. 3 Tree Tech, LLC may update this Agreement from time to time by posting the updated version on the Site or otherwise providing notice. If a change materially reduces Customer’s rights, 3 Tree Tech, LLC will provide reasonable advance notice. Customer’s continued use of the Services after the effective date of an update constitutes acceptance of the updated Agreement.

13.7 Waiver and Severability

A waiver of any breach is not a waiver of any subsequent breach. If any provision of this Agreement is held to be unenforceable, the remaining provisions remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable and to give effect to the original intent of the parties.

13.8 Publicity

3 Tree Tech, LLC may identify Customer as a customer of the Services and use Customer’s name and logo for marketing purposes, provided that such use is consistent with Customer’s brand guidelines and that Customer may revoke this permission at any time on written notice to legal@3treetech.com.

13.9 Assignment

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement, on written notice and without consent, to an affiliate or to a successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section is void.

13.10 Survival

The provisions of this Agreement that by their nature should survive termination will survive, including Sections 4 (Intellectual Property), 5.4 (Usage Data), 6 (Fees and Payment) for amounts accrued, 8 (Confidentiality), 9 (Warranties; Disclaimers), 10 (Indemnification), 11 (Limitation of Liability), 12 (Governing Law; Venue; Dispute Resolution), and 13 (General).

13.11 Contact

Questions about this Agreement may be sent to legal@3treetech.com.