Terms of Service

3.1 Catalog Reports#

Each Catalog Report has a base scope published in the Catalog (e.g., "up to 200 keywords," "one HS-code family," "50 ZIPs base scope"). Work beyond base scope is performed only against a written change order at Catalog add-on pricing.

3.2 Custom Commissions#

Custom Commissions are governed by an executed Statement of Work that specifies deliverables, timeline, fees, and any Catalog terms expressly modified.

3.3 Snapshot in Time#

Reports reflect a snapshot in time. Findings are based on data available during the research window, including third-party datasets, search-engine and AI-engine outputs, public filings, and other sources that change continuously. Foragentis does not warrant that any signal observed during the research window will persist after delivery.

3.4 Statistical Labelling#

Foragentis labels findings as Validated, Directional, or omits them entirely. Validated and Directional are defined terms (Section 1). Client acknowledges that Directional Findings carry materially less analytical weight than Validated Findings.

4.1 Delivery#

A Report is "Delivered" when Foragentis emails the Report and Companion Files (or a secure download link) to the Client contact of record. Turnaround targets published in the Catalog are good-faith targets, not guarantees, and do not extend the Acceptance Window.

4.2 Acceptance Window#

Client has seven (7) calendar days from Delivery to notify Foragentis in writing of any Defect (defined in Section 4.3). If Client does not provide written notice within the Acceptance Window, the Report is deemed accepted, and any subsequent claims arising from the substance of the Report are waived.

4.3 Defects vs. Disagreement#

A "Defect" means: (a) Companion Files are corrupted or unreadable; (b) the Report omits a deliverable expressly required by the Order; (c) a Validated Finding is materially contradicted by data Foragentis cited; or (d) a citation in the Report does not exist. Disagreement with a finding, conclusion, recommendation, prioritization, or methodology choice is not a Defect.

4.4 Remedy for Defects#

Foragentis's sole obligation, and Client's sole remedy, for a timely-noticed Defect is, at Foragentis's election, (a) correction and re-delivery within ten (10) business days, or (b) refund of fees paid for the affected Report.

5.1 Fees#

Fees are stated in the Catalog or Statement of Work and exclude all taxes. Subscription Reports are billed in advance per cycle. Net-30 invoicing is available for engagements over USD $5,000 with a signed Statement of Work.

5.2 Taxes#

Client is responsible for all sales, use, value-added, and similar taxes applicable to the Services, excluding taxes on Foragentis's net income. If Foragentis is required to collect a tax, it will be added to the invoice.

5.3 Late Payment#

Invoices not paid by the due date accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Foragentis may suspend Subscription deliveries while an invoice is past due.

5.4 Chargebacks#

Client agrees not to dispute charges via chargeback for Reports that have been Delivered and accepted (or deemed accepted) under Section 4. A wrongful chargeback is a material breach. Client agrees to reimburse Foragentis for the disputed amount, chargeback fees, and reasonable collection costs.

5.5 Currency#

All fees are in U.S. dollars unless the Order specifies otherwise.

6.1 Pre-Research Refund#

For one-shot Reports, Client may cancel and receive a full refund within forty-eight (48) hours of the Order Confirmation, provided research has not commenced. "Research commenced" means a senior analyst has been assigned and any data collection has begun.

6.2 Mid-Engagement Cancellation Kill Fees#

If Client cancels a one-shot Report or Custom Commission after research has commenced and before Delivery, the following kill-fee schedule applies, payable from amounts already paid:

• Cancellation before Data Collection Complete: 25% of total fees, retained as a kill fee.
• Cancellation after Data Collection Complete and before First Draft Circulated: 60% of total fees, retained as a kill fee.
• Cancellation after First Draft Circulated: 100% of total fees, retained as a kill fee. Client may, at Foragentis's discretion, receive the work-in-progress "as is."

Milestones are recorded by Foragentis with timestamps and made available to Client on written request. A Client dispute as to whether a milestone occurred shall be resolved by reference to those records.

6.3 Subscription Cancellation#

Subscription Reports may be canceled at any time. Cancellation takes effect at the end of the then-current billing cycle. The Report for the cycle in which cancellation occurs, once Delivered, is final and non-refundable.

6.4 Niche Guarantee#

If Foragentis determines, in its reasonable analytical judgment after good-faith data collection, that the Client's vertical is too narrow to surface findings meeting Foragentis's statistical thresholds, Foragentis will (at Client's election) issue a full refund or convert the engagement to a Directional-Findings-only deliverable at a reduced fee. The Niche Guarantee is invoked by Foragentis, not by Client.

7.1 License to Client (the "Deliverable")#

Subject to full payment and ongoing compliance with these Terms, Foragentis grants Client a non-exclusive, non-transferable (except as provided in Section 7.4), worldwide, royalty-free, perpetual, irrevocable license to use the Report and Companion Files for Client's internal business purposes and for external citation and quotation with attribution to "Foragentis · ForIntel Research."

7.2 Foragentis Retained Rights (the "Thinking")#

Foragentis retains all right, title, and interest in: (a) the Foundational Frameworks; (b) all software, code, scripts, prompts, and pipelines used to produce the Report; (c) statistical methods, scoring rubrics, and labelling conventions; and (d) aggregate, de-identified analytical learnings. Nothing in these Terms transfers ownership of the Foundational Frameworks or the underlying production system to Client.

7.3 Prohibited Uses#

Client shall not, and shall not permit any third party to:

• resell, sublicense, or otherwise commercialize the Report or Companion Files as a standalone product or as part of a competing intelligence service;
• use the Report or Companion Files to train, fine-tune, evaluate, or develop any machine-learning model, large language model, or AI system, without Foragentis's prior written consent;
• reverse-engineer, decompile, or attempt to derive the Foundational Frameworks or source identities from the Report or Companion Files;
• publish full Reports verbatim outside Client's organization, except in redacted form consistent with Foragentis's published sample reports;
• scrape, crawl, or programmatically extract data from foragentis.com or any Foragentis system.

7.4 Affiliates and Successors#

The license in Section 7.1 extends to Client's wholly-owned subsidiaries during the period of ownership. The license is transferable to a successor in the event of merger, acquisition, or sale of substantially all of Client's assets, on written notice to Foragentis.

7.5 Feedback#

If Client provides feedback or suggestions about the Services, Foragentis may use them without restriction or obligation.

8.1 Sources#

Reports synthesize data from public, licensed, and commercial sources, which may include U.S. and foreign government datasets (e.g., SEC, USPTO, BLS, Census, federal-spend records), search-engine and AI-engine outputs, public business directories, scholarly publication corpora, and platform APIs. Foragentis does not author or control source data and does not warrant the accuracy of underlying sources.

8.2 Derived Work#

Client receives a derived analytical work, not the underlying raw datasets. Companion Files contain analytical outputs (e.g., scored prospects, ranked keywords, cluster classifications), not raw third-party feeds.

8.3 Pass-Through Compliance#

Some sources impose terms that flow through to downstream users. Client agrees not to use any portion of a Report or Companion File in a manner that would violate the terms of the underlying source. Foragentis may redact, omit, or recall any data element where required by a source's terms.

9.1 "As-Is" Status of Named-Prospect Data#

Reports that include named-prospect inventories (e.g., Market Entry Dossier, Site Selection Report, Federal Spend Pipeline) provide that data "AS IS" as of the research window. Individuals change roles, contact details change, and entities dissolve; Foragentis does not warrant that any prospect remains in-market, employed, or contactable at the time Client uses the data.

9.2 Client's Compliance Obligations#

Client is solely responsible for compliance with all laws applicable to its use of prospect data, including without limitation CAN-SPAM, TCPA, the Telemarketing Sales Rule, GDPR, the UK GDPR, CCPA/CPRA, CASL, Australia's Spam Act 2003, and any analogous law in any jurisdiction Client targets. Client is responsible for honoring opt-out requests, suppression lists, and Do Not Call registrations.

9.3 Not a Consumer Report; No Individual Decisioning#

Reports are not "consumer reports" under the Fair Credit Reporting Act (15 U.S.C. § 1681 et seq.) or any analogous law, and Foragentis is not a consumer reporting agency. Client shall not use any Report or Companion File, in whole or in part, as a basis (sole or contributing) for any decision concerning an individual's eligibility for credit, insurance, employment, housing, education, government benefits, or any other purpose covered by the FCRA or analogous law.

9.4 Indemnity for Downstream Use#

Client indemnifies Foragentis against any claim arising from Client's outreach to, decision regarding, or other use of prospect data delivered in a Report, except to the extent the claim arises from Foragentis's gross negligence or willful misconduct in producing the Report.

10.1 Mutual Obligation#

Each party ("Receiving Party") shall: (a) use Confidential Information of the other party ("Disclosing Party") only to perform under these Terms; (b) protect it with at least the same degree of care it uses for its own confidential information, and not less than reasonable care; and (c) not disclose it except to employees, contractors, and advisors with a need to know who are bound by confidentiality obligations no less protective than these.

10.2 Confidential Information#

"Confidential Information" includes Client's intake submissions, competitor lists, internal URLs, acquisition targets, business strategy, and any non-public information disclosed in the engagement; and Foragentis's Foundational Frameworks, pricing not published in the Catalog, and unpublished methodology details.

10.3 Exclusions#

Confidential Information does not include information that: (a) is or becomes publicly known without breach; (b) was rightfully known before disclosure; (c) is rightfully received from a third party without confidentiality obligations; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

10.4 Compelled Disclosure#

If legally compelled to disclose Confidential Information, the Receiving Party shall, where lawful, give prompt notice and reasonably cooperate with efforts to limit disclosure.

10.5 Term#

Confidentiality obligations survive for five (5) years following termination of these Terms, except for trade secrets, which remain protected for as long as they qualify as trade secrets under applicable law.

10.6 Residual Knowledge#

Nothing in this Section restricts Foragentis's analysts from applying general skills, know-how, and unaided memory acquired in the course of performance, provided no Confidential Information is disclosed and no Foundational Framework is degraded by disclosure of Client-specific facts.

10.7 Publicity#

Foragentis will not use Client's name, logo, or engagement details in marketing without Client's prior written consent. Foragentis may include the engagement in aggregated, de-identified counts (e.g., "number of clients served").

11.1 No Customer PII Collection#

Foragentis does not collect, store, or process personally identifiable information about Client's customers as part of producing a Report. Companion Files containing third-party prospect data are sourced from public business registries, commercial directories, and similar public sources.

11.2 Aggregated Insights#

Foragentis may use aggregated, de-identified analytical learnings derived during research to improve internal models and methodologies. Foragentis will not include Client-identifying information in any external publication without Client's consent.

13.1 Auto-Renewal#

Subscription Reports renew automatically at the end of each billing cycle until canceled. Pursuant to California Business and Professions Code § 17600 et seq., Foragentis will provide clear and conspicuous disclosure of the auto-renewal terms before initial purchase, send acknowledgment of the auto-renewal terms, and provide a cost-effective, timely, and easy-to-use mechanism for cancellation. Client may cancel at any time at forintel@foragentis.com.

13.2 Cycle Definition#

"Quarterly" refresh means every ninety (90) days from the Order Confirmation date, unless a Statement of Work specifies calendar-quarter alignment. "Monthly" refresh means every thirty (30) days from the Order Confirmation date.

13.3 Price Changes on Renewal#

Foragentis may change Subscription pricing on renewal with at least thirty (30) days' written notice. Client may cancel before the price change takes effect.

13.4 Data Archive on Cancellation#

Following cancellation, Client retains the perpetual license in Section 7.1 to all Reports already Delivered. Foragentis is not obligated to retain or re-deliver Reports more than twelve (12) months after Delivery.

15.1 Mutual#

Each party represents that it has the authority to enter into these Terms and that the agreement is enforceable against it.

15.2 Foragentis#

Foragentis represents that: (a) it will perform the Services with reasonable care and skill consistent with research-industry norms; (b) the analytical work product is its original work or properly licensed; and (c) it will not knowingly include malicious code in Companion Files.

15.3 Client#

Client represents that: (a) information provided in intake is accurate to the best of Client's knowledge; (b) Client will use the Services in compliance with applicable law, including the limitations on individual decisioning in Section 9.3, and any acknowledgments separately accepted by Client at intake (including the FCRA acknowledgment) are incorporated into these Terms as Client representations; and (c) Client will not use the Services in violation of Sections 7.3, 9, or 14.

15.4 Disclaimer#

EXCEPT AS EXPRESSLY STATED IN THIS SECTION 15, THE SERVICES, REPORTS, AND COMPANION FILES ARE PROVIDED "AS IS" AND "AS AVAILABLE." FORAGENTIS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY OF SOURCE DATA, AND THAT FINDINGS WILL PERSIST OR PREDICT FUTURE OUTCOMES. FORAGENTIS DOES NOT WARRANT THAT IMPLEMENTING ANY ACTION PLAN OR RECOMMENDATION WILL PRODUCE SPECIFIC RANKINGS, CITATIONS, REVENUE, MARKET SHARE, OR OTHER COMMERCIAL RESULTS.

15.5 Not Legal, Financial, Medical, or Regulatory Advice#

Reports are research artifacts, not legal, financial, investment, accounting, tax, medical, or regulatory advice. Reports do not constitute due diligence as that term is used by counsel, auditors, or regulated investment professionals. Client should consult qualified professionals before making capital, regulatory, clinical, or strategic decisions informed by a Report.

16.1 Cap#

EXCEPT FOR THE CARVE-OUTS IN SECTION 16.3, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CLIENT TO FORAGENTIS UNDER THE ORDER GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

16.2 Exclusion of Indirect Damages#

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITY, LOST GOODWILL, OR LOSS OR CORRUPTION OF DATA, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16.3 Carve-Outs from the Cap#

The cap in Section 16.1 does not apply to: (a) Client's payment obligations; (b) either party's indemnification obligations under Section 17; (c) breach of confidentiality under Section 10; (d) breach of intellectual-property obligations under Section 7; or (e) liability arising from gross negligence or willful misconduct. The cap does apply to all other claims.

16.4 Essential Basis#

The parties agree the limitations in this Section 16 are an essential basis of the bargain and reflect the allocation of risk in the fees charged.

17.1 By Foragentis#

Foragentis will defend Client against any third-party claim alleging that the Report's original analytical work product, as delivered, infringes a U.S. copyright or misappropriates a U.S. trade secret of the third party, and will pay the resulting damages or settlement. Foragentis's obligation does not apply to claims arising from: (a) underlying source data; (b) Client's modifications to the Report; (c) Client's use in combination with materials not provided by Foragentis; or (d) Client's use outside the license in Section 7.1.

17.2 By Client#

Client will defend Foragentis against any third-party claim arising from: (a) Client's use of prospect data, including TCPA, CAN-SPAM, GDPR, and analogous claims; (b) Client's misrepresentation, modification, or unauthorized publication of a Report; (c) Client's breach of Section 7.3, 9, or 14; or (d) any decision Client made informed by a Report, and will pay resulting damages or settlement.

17.3 Procedure#

The indemnified party shall give prompt written notice of the claim, give the indemnifying party sole control of defense and settlement (provided that no settlement requiring an admission or non-monetary obligation by the indemnified party may be made without consent), and reasonably cooperate.

18.1 Term#

These Terms govern from acceptance until all Orders have been completed or terminated. Subscription Reports remain in effect until canceled per Section 6.3 or 13.

18.2 Termination for Breach#

Either party may terminate for material breach if the breach is not cured within ten (10) days for payment breaches or thirty (30) days for other breaches following written notice. Either party may terminate immediately upon the other party's insolvency, assignment for the benefit of creditors, or filing of bankruptcy.

18.3 Effect of Termination#

Termination does not relieve Client of accrued payment obligations or kill fees under Section 6.2. Client retains the perpetual license in Section 7.1 for Reports Delivered before termination.

18.4 Survival#

The following Sections survive termination: 1 (Definitions), 5.3–5.5 (payment obligations), 7 (Intellectual Property), 8 (Source Data), 9 (Prospect Data), 10 (Confidentiality), 11.2 (Aggregated Insights), 14 (Acceptable Use), 15.4–15.5 (Disclaimers), 16 (Limitation of Liability), 17 (Indemnification), 18.4 (Survival), 19 (Force Majeure, to the extent it explains delay), 20 (Governing Law and Disputes), and 21 (General).

20.1 Governing Law#

These Terms are governed by the laws of the State of California, without regard to conflict-of-laws principles. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

20.2 Informal Resolution#

Before initiating formal proceedings, the parties shall attempt good-faith resolution by exchanging written notices and conferring for at least thirty (30) days.

20.3 Venue#

Any action arising out of these Terms shall be brought exclusively in the state or federal courts located in Sacramento County, California, and each party consents to personal jurisdiction there.

20.4 Equitable Relief#

Notwithstanding Section 20.3, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent or restrain breach of Section 7 (Intellectual Property) or Section 10 (Confidentiality).

20.5 Class-Action Waiver#

Each party agrees that disputes will be resolved individually and not as part of a class, collective, or representative action.

21.1 Anti-Bribery#

Each party will comply with applicable anti-bribery laws, including the U.S. Foreign Corrupt Practices Act.

21.2 Sanctions and Export#

Client represents that it is not located in, organized under the laws of, or majority-owned by persons in any country or by any party subject to U.S. or other applicable sanctions (including OFAC-administered sanctions). Client will not export or re-export any Report or Companion File in violation of applicable export-control laws.

23.1 Notices#

Notices to Foragentis: forintel@foragentis.com, with copy to 1401 21st St, Ste R, Sacramento, CA 95811. Notices to Client: the email and address on the most recent Order.

23.2 Assignment#

Neither party may assign these Terms without the other's prior written consent, except that either party may assign to a successor in a merger, acquisition, or sale of substantially all assets, on written notice.

23.3 Independent Contractors#

The parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship.

23.4 No Third-Party Beneficiaries#

There are no third-party beneficiaries of these Terms.

23.5 Severability#

If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force.

23.6 Waiver#

No waiver is effective unless in writing. Failure to enforce any provision is not a waiver.

23.7 Entire Agreement#

These Terms, together with any Statement of Work and the Catalog as of the Order date, constitute the entire agreement and supersede all prior or contemporaneous agreements concerning the Services.

23.8 Counterparts and Electronic Signature#

Statements of Work may be executed in counterparts, including by electronic signature, each of which is an original.

23.9 Headings#

Headings are for convenience only and do not affect interpretation.