LEGAL

Terms of Service

Last updated: June 3, 2026 Effective: June 3, 2026

These Terms of Service (together with our Acceptable Use Policy and Privacy Policy, the "Agreement") govern your access to and use of ClientForge Lab, a B2B SaaS platform operated by Crystal Palace Metals Inc. ("we," "us," or "our"). By creating an account or using the service, you agree to be bound by this Agreement.

1. Parties and Definitions

  • "ClientForge Lab" or the "Service" means the software platform, APIs, and related services provided at clientforgelab.com.
  • "Crystal Palace Metals Inc." is the Florida corporation (FL Corp #P15000014585; FEI 47-3136302) that owns and operates ClientForge Lab.
  • "Customer," "you," or "your" means the business entity or individual who creates an account and subscribes to the Service.
  • "Subscription Plan" means the billing tier you select at sign-up or as later changed.
  • "User" means any individual you authorize to access the Service under your account.

2. Account Registration

To use ClientForge Lab you must:

  1. Be at least 18 years old and have authority to bind the business entity you represent.
  2. Provide accurate, current, and complete registration information.
  3. Keep your login credentials confidential and notify us immediately at info@clientforgelab.com if you suspect unauthorized access.

You are responsible for all activity that occurs under your account. We may suspend or terminate accounts where registration information is false or outdated.

3. Acceptable Use

Your use of the Service is subject to our Acceptable Use Policy, which is incorporated into this Agreement by reference. Violations of the AUP may result in immediate suspension or termination of your account without refund.

4. Subscription and Billing

4.1 Subscription Plans

ClientForge Lab is offered on monthly and annual subscription plans. Your Subscription Plan and current pricing are described on our pricing page at clientforgelab.com/pricing. We reserve the right to change pricing with 30 days' advance notice to your registered email address.

4.2 Auto-Renewal

Subscriptions renew automatically at the end of each billing period (monthly or annual) unless you cancel before the renewal date. By subscribing, you authorize us to charge your payment method on file for each renewal period.

4.3 Cancellation

You may cancel your subscription at any time through the account dashboard under Settings → Billing → Cancel Plan. Cancellation takes effect at the end of your current paid billing period. You will retain access to the Service until that date. Cancellation does not entitle you to a refund except as described in our Refund Policy.

For notice-based cancellation (e.g., avoiding an upcoming annual renewal), please cancel at least 30 days before your renewal date to ensure processing.

4.4 Payment Terms

  • We accept payment by credit card and debit card only.
  • All payments are processed by Stripe, Inc. pursuant to the Stripe Services Agreement. We do not store full card numbers on our systems.
  • All fees are quoted and charged in US dollars.
  • Invoices are issued electronically to your registered email address.
  • If a payment fails, we will attempt to retry the charge. After two (2) failed attempts we may suspend your account until payment is received.

4.5 Taxes

All fees are exclusive of applicable taxes. You are responsible for all taxes, levies, or duties imposed by taxing authorities on purchases you make from us, excluding US sales taxes that we are legally required to collect and remit on our own behalf. If we are required by law to collect sales tax on your subscription, that amount will be added to your invoice.

5. Prohibited Uses

You may not use ClientForge Lab to:

  1. Send spam or unsolicited messages — all messages sent through the Service must comply with applicable anti-spam laws, including the CAN-SPAM Act and (when SMS is enabled) the TCPA.
  2. Harass, threaten, or abuse any individual or entity.
  3. Distribute malware, phishing links, or any malicious code.
  4. Infringe intellectual property rights — do not send content that infringes copyrights, trademarks, or other proprietary rights.
  5. Transmit unlawful, obscene, or adult content.
  6. Scrape, harvest, or collect data from our platform or third-party services through the Service without authorization.
  7. Reverse-engineer, decompile, or disassemble any part of the Service.
  8. Resell or sublicense the Service without our prior written consent.
  9. Impersonate any person or entity or falsely represent your affiliation.
  10. Use the Service in any way that violates applicable federal, state, or local laws or regulations.

A detailed prohibited-use list is maintained in our Acceptable Use Policy.

6. Service Levels

The Service is provided on a best-effort basis. We do not offer a financially backed uptime Service Level Agreement (SLA) for standard (non-enterprise) subscription tiers. We strive for high availability and publish status updates at our status page. Scheduled maintenance will be announced in advance where practicable.

Enterprise customers may negotiate separate SLA terms in a written addendum.

7. Customer Data

7.1 Ownership

You own your data. All data you upload, import, or generate through the Service ("Customer Data") remains your property. You grant us a limited, non-exclusive, worldwide license to store, process, transmit, and display Customer Data solely as necessary to provide the Service and as described in our Privacy Policy.

7.2 Data Processing

Where we process personal data on your behalf, the terms of our Data Processing Addendum ("DPA") apply and are incorporated into this Agreement.

7.3 Responsibility for Customer Data

You represent and warrant that you have all necessary rights, consents, and permissions to upload Customer Data to the Service and to authorize us to process it as contemplated by this Agreement.

8. Feedback License

If you provide us with suggestions, ideas, or feedback about the Service ("Feedback"), you grant us a perpetual, irrevocable, royalty-free, worldwide license to use, incorporate, and build upon that Feedback in any product or service without obligation to you. We have no obligation to act on any Feedback.

9. Intellectual Property

All rights, title, and interest in the Service, including its software, design, trademarks, and documentation, are owned by Crystal Palace Metals Inc. or its licensors. Nothing in this Agreement transfers any ownership rights in the Service to you. You receive only the limited license to use the Service as set out in this Agreement.

10. Confidentiality

10.1 Definition

"Confidential Information" means any non-public information one party discloses to the other that is marked confidential or that a reasonable person would understand to be confidential given the nature of the disclosure, including business plans, pricing, technical data, and customer lists.

10.2 Obligations

Each party agrees to:

  • Hold the other's Confidential Information in strict confidence.
  • Use Confidential Information only to exercise rights or perform obligations under this Agreement.
  • Not disclose Confidential Information to any third party without prior written consent, except to employees or contractors who need it to perform under this Agreement and who are bound by equivalent confidentiality obligations.

10.3 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known without breach of this Agreement; (b) was known to the receiving party before disclosure; (c) is independently developed without use of the Confidential Information; or (d) must be disclosed by law or court order, provided the receiving party gives prompt written notice where legally permitted.

10.4 Duration

Confidentiality obligations survive termination of this Agreement for three (3) years, except for trade secrets, which remain protected indefinitely.

11. Warranties and Disclaimers

11.1 Our Warranty

We warrant that the Service will perform materially in accordance with our published documentation during your subscription term. If the Service fails to meet this warranty, your sole remedy is for us to use commercially reasonable efforts to correct the issue, or at our option, to refund the pro-rated fees paid for the affected period.

11.2 Disclaimer

EXCEPT AS EXPRESSLY SET OUT IN SECTION 11.1, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. We do not warrant that the Service will be uninterrupted, error-free, or free of viruses or other harmful components.

12. Limitation of Liability

12.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Aggregate Cap

EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT IS LIMITED TO THE GREATER OF: (A) THE TOTAL FEES PAID OR PAYABLE BY YOU IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM; OR (B) ONE THOUSAND US DOLLARS ($1,000).

12.3 Carve-Outs

The limitations in this Section 12 do not apply to: (a) either party's indemnification obligations under Section 13; (b) damages arising from a party's gross negligence or willful misconduct; (c) a party's breach of its confidentiality obligations; or (d) either party's infringement of the other's intellectual property rights.

13. Indemnification

13.1 By You

You agree to defend, indemnify, and hold harmless Crystal Palace Metals Inc. and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service in violation of this Agreement or applicable law; (b) Customer Data, including any claim that Customer Data infringes a third party's rights; or (c) your products or services.

13.2 By Us

We agree to defend, indemnify, and hold harmless you and your officers, directors, employees, and agents from and against any third-party claims alleging that the Service, as provided by us and used in accordance with this Agreement, infringes a third party's intellectual property rights.

13.3 Procedure

The indemnified party must: (a) promptly notify the indemnifying party in writing of the claim; (b) give the indemnifying party sole control of the defense and settlement; and (c) provide reasonable cooperation. The indemnifying party may not settle any claim in a manner that imposes liability or obligation on the indemnified party without the indemnified party's prior written consent.

14. Term and Termination

14.1 Term

This Agreement commences on the date you create an account and continues until terminated.

14.2 Termination for Convenience

You may terminate at any time by cancelling your subscription through the dashboard (see Section 4.3). We may terminate this Agreement for convenience by giving you 30 days' prior written notice.

14.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure within 15 days of receiving written notice of the breach; or (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings.

We may suspend or terminate your account immediately and without notice for: (i) violations of the Acceptable Use Policy; (ii) non-payment after two failed payment attempts; or (iii) any use of the Service that poses a security risk or may expose us to legal liability.

14.4 Effect of Termination

On termination: (a) all licenses granted to you cease immediately; (b) you must stop using the Service; (c) we will handle your Customer Data in accordance with the DPA and Privacy Policy; (d) all amounts owed remain due. Sections 7, 8, 9, 10, 11.2, 12, 13, 14.4, and 15–22 survive termination.

15. Governing Law

This Agreement is governed by the laws of the State of Florida, United States of America, without regard to its conflict-of-law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

16. Dispute Resolution

16.1 Informal Resolution

Before initiating formal proceedings, the parties agree to attempt to resolve any dispute informally by providing written notice to the other party and engaging in good-faith negotiations for at least 30 days.

16.2 Binding Arbitration

If the parties cannot resolve the dispute informally, any dispute, claim, or controversy arising out of or relating to this Agreement will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, with proceedings conducted in Miami-Dade County, Florida. The arbitrator's award will be final and binding.

16.3 Exceptions

Either party may seek emergency injunctive or equitable relief from a court of competent jurisdiction to prevent irreparable harm, and disputes concerning intellectual property rights may be brought in court without first going through arbitration.

16.4 Class Action Waiver

ALL CLAIMS MUST BE BROUGHT ON AN INDIVIDUAL BASIS. NEITHER PARTY MAY BRING CLAIMS AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

17. Assignment

You may not assign or transfer any rights or obligations under this Agreement without our prior written consent. We may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets, provided we give you reasonable notice and the assignee assumes all obligations under this Agreement. Any attempted assignment in violation of this Section is void.

18. Notices

Notices under this Agreement must be in writing. Notices to us should be sent to legal@clientforgelab.com or by mail to Crystal Palace Metals Inc., 2 S Biscayne Boulevard, Suite 3200 #2415, Miami, FL 33131. Notices to you will be sent to your registered email address. Email notice is effective upon transmission; mail notice is effective three (3) business days after deposit.

19. Modifications to this Agreement

We may update this Agreement from time to time. We will notify you of material changes by email to your registered address at least 30 days before the changes take effect. Your continued use of the Service after the effective date of any changes constitutes acceptance of the updated Agreement. If you do not agree, you may cancel before the effective date.

20. Entire Agreement

This Agreement (including the Privacy Policy, Acceptable Use Policy, Refund Policy, and any signed DPA or Order Forms) constitutes the entire agreement between you and Crystal Palace Metals Inc. regarding the Service and supersedes all prior negotiations, representations, or agreements. In case of conflict, a signed Order Form or DPA takes precedence over these general Terms.

21. Severability

If any provision of this Agreement is found to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect.

22. Waiver

Our failure to enforce any right or provision of this Agreement does not constitute a waiver of that right or provision. Any waiver must be in writing to be effective.

23. SMS / Text Messaging Program Terms

The following terms govern any SMS or text messaging program operated through the ClientForge Lab Service:

23.1 Program purpose

ClientForge Lab provides a platform that enables our Customers to send SMS messages to their end users (such as appointment reminders, account notifications, marketing offers, order confirmations, customer-service replies, and one-time passwords). Messages are sent only to recipients who have provided prior express consent through a web form, in-app opt-in, or SMS keyword opt-in (such as JOIN or START).

23.2 Opt-out — Reply STOP

Recipients of SMS messages may opt out at any time by replying STOP, UNSUBSCRIBE, CANCEL, END, or QUIT to any message. Opt-out requests are honored immediately and automatically; no further messages will be sent to the opted-out number from the program. Recipients can re-subscribe at any time by replying START or SUBSCRIBE.

23.3 Help — Reply HELP

Recipients may request help at any time by replying HELP or INFO. They will receive a response containing the program name, contact email (support@clientforgelab.com), the website (https://clientforgelab.com), and instructions to reply STOP to unsubscribe.

23.4 Message frequency and rates

Message frequency may vary depending on the program and the recipient's activity. Standard message and data rates may apply as charged by the recipient's mobile carrier. ClientForge Lab and Crystal Palace Metals, Inc. are not responsible for carrier charges incurred by recipients.

23.5 Carrier disclaimer

Carriers (including but not limited to AT&T, T-Mobile, Verizon, and their affiliates) are not liable for delayed or undelivered messages.

23.6 Customer obligations (when you operate an SMS program through us)

Customers who operate SMS programs through the Service represent and warrant that: (a) they have obtained prior express written consent from every recipient before sending any message; (b) they will honor STOP, UNSUBSCRIBE, and equivalent opt-out requests immediately; (c) they will respond to HELP requests with program identification and opt-out instructions; (d) they will comply with the TCPA, CAN-SPAM Act, CTIA Messaging Principles and Best Practices, and all applicable carrier requirements (including A2P 10DLC registration); and (e) they will not send messages prohibited by the SHAFT (sex, hate, alcohol, firearms, tobacco) framework or other categories restricted by carriers.

Questions?

For legal questions about these Terms, contact us at legal@clientforgelab.com.

Crystal Palace Metals Inc. 2 S Biscayne Boulevard, Suite 3200 #2415, Miami, FL 33131