FileForge Finder and FileForge Finder+ - Terms of Use

Version: 2.0 Effective Date: August 6, 2026 Supersedes: Version 1.0 (July 23, 2026) Applies to: FileForge Finder (free edition) and FileForge Finder+ (paid edition)

1. Acceptance of Terms

By installing, accessing, or using FileForge Finder or FileForge Finder+ (each an "edition," and together the "Software"), or by creating an account or purchasing a subscription or license for FileForge Finder+, you agree to be bound by these Terms of Use ("Terms"). These Terms govern both editions. Provisions that apply to only one edition are expressly identified; all other provisions apply to both. These Terms apply to all users, including records and enrollment personnel, finance and grants staff, government and tribal government offices, small businesses, and authorized contractors or consultants acting on behalf of a client organization. If you do not agree to these Terms, you must not install or use the Software.

Authority to Bind. You represent and warrant that you are at least eighteen (18) years of age and have the legal capacity to enter into these Terms. If you are installing or using the Software on behalf of an organization, agency, government, tribal government, or other entity (an "Organization"), you represent and warrant that you are authorized to bind that Organization to these Terms, that you have obtained all internal approvals required to do so, and that "you" as used in these Terms refers to both you individually and that Organization. The Organization is jointly and severally responsible for the acts and omissions of all persons who install or use the Software under its license.

Order of Precedence. If you and Momentum CE Inc. ("we," "us," or "our") have executed a separate written agreement covering the Software — such as a master services agreement, license agreement, purchase order accepted in writing by us, or government or tribal contract (each, a "Signed Agreement") — then in the event of a conflict, the Signed Agreement controls as to the specific terms it expressly addresses, and these Terms govern all other matters. In the absence of a Signed Agreement, these Terms constitute the entire agreement between you and us regarding your use of the Software and supersede any prior or contemporaneous representations, proposals, marketing materials, or agreements, whether oral or written. Pre-printed terms on any purchase order, vendor portal, or similar document issued by you are of no effect and are expressly rejected unless we accept them in a signed writing.

2. Description of the Software and the Two Editions

2.1 Common Description

The Software is a locally installed desktop application developed by Momentum CE Inc. that indexes the files stored on a user's computer and enables the user to search them by file name, folder path, or the text contained inside documents. The Software is designed to run on the user's own device. Except for the limited network activity described in Sections 6 and 7, the Software, in the version then current, is not designed to transmit, upload, or store user files, search queries, or extracted document content on servers operated by Momentum CE Inc.

2.2 FileForge Finder (Free Edition)

"FileForge Finder" or "Finder" means the edition of the Software made available at no charge and without a license purchase. As of the Effective Date, Finder does not require an account; see Section 3.3 as to accounts we may introduce for it. Finder may include, but is not limited to:

  • File name and folder path search across the user's device
  • Content search of the text inside supported document types
  • In-application document preview with match highlighting
  • Detection and flagging of records that appear to contain sensitive data (such as government identification numbers, dates of birth, telephone numbers, and payment card numbers)
  • Export of files, spreadsheet summaries, and self-contained records packages with per-file cryptographic (SHA-256) manifests and sequential ("Bates") numbering
  • A tamper-evident local activity (audit) log with in-application review, verification, and export

2.3 FileForge Finder+ (Paid Edition)

"FileForge Finder+" or "Finder+" means the paid edition of the Software. Finder+ is a separate build that must be downloaded from your account after you have created an account and purchased an active subscription or a lifetime license. In addition to the Finder capabilities described above, Finder+ may include, but is not limited to:

  • Optical character recognition ("OCR") that reads image-based PDFs and, by default, saves a separate text-searchable copy of each document rather than modifying the original
  • On-device artificial-intelligence file renaming, in which the Software proposes new file names based on document contents for your review
  • Automated file organization ("filing"), including an optional watched-folder mode in which the Software detects newly added documents and performs OCR, renaming, and filing on them without prompting you for each item

Finder+ requires an account and a valid entitlement (Section 3.3). Access to Finder+ downloads, updates, and features depends on your entitlement remaining in good standing.

2.4 Edition Changes and Nature of the Software

Feature availability varies by edition, platform, and version. We may add, modify, move features between editions, or discontinue features on a prospective basis; a feature available in one edition or version is not promised in any other. Nothing in our marketing materials, feature lists, pricing pages, or documentation constitutes a warranty or a commitment to develop, retain, or deliver any feature.

The Software is a productivity and records tool intended to help users locate, organize, and package files. It does not constitute legal, records-management, evidentiary, tax, or professional advice, and its outputs must not be relied upon as a substitute for qualified professional guidance or for compliance with any applicable legal, evidentiary, or records-retention requirement.

3. License and Authorized Use

3.1 License Grant — Common Terms

Subject to your compliance with these Terms, Momentum CE Inc. grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Software on devices owned or controlled by you or your Organization, solely for your internal business, organizational, or personal purposes. The Software is licensed, not sold, and all rights not expressly granted are reserved. This license does not permit you to distribute, sublicense, resell, rent, lease, lend, host, provide as a service, or otherwise make the Software available to third parties.

Authorized users include: (a) individuals and small offices; (b) records, enrollment, finance, and grants personnel; (c) government and tribal government offices and their authorized staff; and (d) third-party contractors or consultants acting on behalf of a client organization with documented authorization. You are responsible for ensuring each authorized user complies with these Terms.

3.2 Edition-Specific License Terms

FileForge Finder (free edition). Your license to Finder is granted at no charge, is revocable at any time, and continues only for so long as we choose to make Finder available. We may modify, limit, or discontinue Finder, in whole or in part, at any time and without notice or liability. Because no fee is paid for Finder, the disclaimers in Section 13 and the limitations in Section 14 apply to it with full force, and our total liability for Finder is capped at one hundred U.S. dollars ($100) under Section 14.2.

FileForge Finder+ (paid edition) — subscription. If you purchase Finder+ on a subscription basis, your license is effective only for the subscription term for which fees have been paid and terminates automatically upon expiration, cancellation, or non-renewal. On termination of a Finder+ subscription, your right to use Finder+ ends and you must uninstall it; you may continue to use the free Finder edition subject to these Terms.

FileForge Finder+ (paid edition) — lifetime license. If you purchase a Finder+ "lifetime" license, that license is perpetual with respect to the Finder+ edition and does not renew or expire, and no further license fee is due for it. You acknowledge and agree that "lifetime" refers to the commercial lifetime of the Finder+ product and not to your own lifetime, and that a lifetime license:

  • entitles you to use the versions of Finder+ we make available to lifetime licensees, but is not a commitment that Finder+ will be maintained, updated, supported, or offered indefinitely;
  • does not entitle you to any future, separately marketed product, successor product, major new edition, or feature that we elect to offer as a distinct paid product;
  • does not include any support, maintenance, or service-level commitment (Section 12); and
  • may be affected if we discontinue Finder+ entirely, in which case our sole obligation is as stated in Section 16.4.

Trials. We may make either edition or individual features available on a time-limited trial basis. Trials are provided as-is, may be modified or withdrawn at any time, and are subject to the $100 liability cap in Section 14.2.

3.3 Accounts, Entitlements, and Credentials

Finder+ requires you to create an account with us and to hold a valid entitlement — an active subscription or a lifetime license — in good standing. The free Finder edition does not require an account as of the Effective Date, but we may introduce an account or sign-in requirement for the free edition, in which case this Section 3.3 applies to it as well, except that no entitlement or fee is required. Where we introduce such a requirement for an edition you already use, we will provide notice under Section 18 and a reasonable opportunity to register before access is conditioned on it.

Where an account is required for the edition you use, you agree to:

  • Provide accurate, current, and complete registration and billing information, and to keep it updated
  • Safeguard your account credentials, license keys, unlock codes, and any download link or token issued to you, and not to share, publish, resell, or transfer them
  • Use your entitlement only for the number of users and devices your purchase covers, and not to enable use by any person outside your Organization
  • Notify us promptly at support@momentumce.com of any suspected unauthorized access to or use of your account or entitlement

You are responsible for all activity occurring under your account, including activity by anyone you permit to use your credentials, and for any charges incurred. Account registration, authentication, and billing are handled in part through third-party providers (Section 4.7), and your use of the account and website is additionally governed by our Privacy Policy.

Entitlement and feature gating are enforced both by our systems (for account access, download authorization, and update eligibility) and, within the installed application, locally on your device. You agree not to circumvent, tamper with, disable, or attempt to defeat any licensing, entitlement, trial, update-eligibility, download-authorization, or feature-gating mechanism of either edition, and not to install, run, or distribute the Finder+ build without a valid entitlement.

We may suspend or terminate your account and entitlement as provided in Sections 4.6 and 16.2.

3.4 Installation and Device Responsibilities

You are responsible for installing the Software on appropriate hardware and operating systems as specified in any accompanying documentation. You are solely responsible for:

  • Ensuring the device(s) on which the Software is installed meet minimum system requirements
  • Maintaining adequate security on any device where the Software is installed, including access controls, disk encryption, antivirus protection, and operating system updates
  • Controlling physical and logical access to devices on which the Software is installed and on which its data files reside
  • Ensuring that only individuals authorized by you or your Organization install or use the Software
  • Ensuring that you are authorized to index, search, preview, copy, move, rename, or export any files and folders you direct the Software to process

3.5 Prohibited Uses

You agree not to, and not to permit any person to:

  • Use the Software for any unlawful purpose or in violation of applicable federal, state, tribal, or local law
  • Use the Software to access, index, search, copy, or export files that you are not authorized to access
  • Attempt to reverse-engineer, decompile, disassemble, derive source code from, or tamper with any component of the Software, except to the limited extent such restriction is prohibited by applicable law or permitted by an applicable open-source license
  • Modify, adapt, translate, or create derivative works based on the Software without our prior written consent
  • Remove, alter, or obscure any proprietary notices, labels, or branding within the Software
  • Copy or distribute the Software or any portion thereof to unauthorized parties
  • Circumvent or attempt to circumvent any licensing, trial, feature-gating, or security mechanism
  • Use the Software to alter, fabricate, or misrepresent records, manifests, audit-log entries, or records packages, or to otherwise facilitate fraud or the concealment or destruction of records
  • Use the Software to develop, train, or benchmark a competing product, or publish any benchmark or comparative evaluation of the Software without our prior written consent
  • Use the Software in any manner that violates the license terms of any third-party or open-source component it incorporates

3.6 Pre-Release, Beta, and Early-Access Versions

We may make pre-release, beta, preview, or early-access versions of the Software or of individual features (collectively, "Pre-Release Software") available to you. Pre-Release Software is provided solely for evaluation, is not a commercial release, and may contain defects, produce incorrect results, lose or corrupt data, or be modified or discontinued at any time without notice. Pre-Release Software is provided strictly as-is, without warranty, support, maintenance, service commitment, or any obligation on our part to preserve data, maintain compatibility, or release a general-availability version. Notwithstanding any other provision of these Terms, our total liability arising from Pre-Release Software shall not exceed one hundred U.S. dollars ($100). You should not use Pre-Release Software on production records, on the sole copy of any file, or for any purpose with legal, evidentiary, or regulatory consequence.

3.7 Compliance Verification

Upon our reasonable written request, and no more than once in any twelve-month period, you will provide a written certification signed by an authorized representative confirming the number of installations of the Software and the edition in use. If verification reveals underpayment, you will promptly pay the applicable fees for the excess use.

3.8 Equitable Relief

You acknowledge that a breach or threatened breach of Section 3.1, 3.3, 3.5, Section 10 (Intellectual Property), or Section 11 (Confidentiality) would cause us irreparable harm for which monetary damages are an inadequate remedy. In such event, we are entitled to seek injunctive or other equitable relief without the necessity of posting a bond or proving actual damages, in addition to any other remedy available at law or in equity, and without regard to the informal dispute-resolution procedure in Section 19.2.

4. Fees, Payment, Renewal, and Taxes

This Section 4 applies only to FileForge Finder+. The free Finder edition is provided at no charge, and no payment obligation arises from downloading or using it.

4.1 Fees

You agree to pay all fees applicable to your Finder+ subscription, lifetime license, or Signed Agreement. Unless otherwise stated in a Signed Agreement, all fees are quoted and payable in U.S. dollars, are due in advance of the applicable license or subscription term, and are non-refundable and non-cancelable, except where a right of refund is required by applicable law or expressly stated in writing by us. No refund or credit is provided for partial periods, unused capacity, features you elect not to use, or termination by you for convenience.

4.2 Subscriptions and Automatic Renewal

If you purchase Finder+ on a subscription basis, your subscription renews automatically at the end of each term for a successive term of the same length, at the then-current rate, and the payment method on file will be charged, unless you cancel before the end of the current term using the cancellation method described at the point of purchase or in your account settings. Cancellation takes effect at the end of the then-current term; you retain access to Finder+ for the remainder of the paid term and receive no refund for that term. Where required by applicable law, we will provide advance notice of renewal and of any price increase, will make cancellation available by the means that law requires, and will honor any statutory cancellation or refund right.

4.3 Lifetime Licenses

A Finder+ lifetime license is a one-time charge. It does not renew, and no recurring amount will be charged for it. Lifetime licenses are subject to the scope and limitations stated in Section 3.2, are non-transferable, and are non-refundable except as required by applicable law or as stated in Section 16.4.

4.4 Price Changes

We may change our fees on a prospective basis. A change to subscription pricing takes effect at your next renewal, and we will provide notice before that renewal so that you may cancel if you do not accept the new rate. A price change does not affect a lifetime license already purchased.

4.5 Taxes

Fees are exclusive of all sales, use, value-added, excise, gross-receipts, withholding, and similar taxes and duties. You are responsible for all such taxes other than taxes on our net income. If you are exempt from any tax, you will provide valid documentation of exemption before purchase.

4.6 Non-Payment

If any amount owed is overdue, or if a charge is declined, reversed, or uncollectible, we may, after providing notice to the email address associated with your account and a reasonable opportunity to cure, suspend or terminate your account, entitlement, and Finder+ license, and disable Finder+ downloads, updates, and licensed features, without waiving any other remedy and without liability to you for the resulting loss of access.

4.7 Third-Party Payment and Account Providers

Account registration, authentication, subscription management, and payment processing for Finder+ are performed in part by third-party providers. We do not collect or store your full payment card details; those are handled by the applicable payment processor under its own terms and security practices. Your use of those providers' interfaces is subject to their terms and privacy policies, and we are not responsible for their acts, omissions, availability, security, or processing errors. See our Privacy Policy for what account and billing information we receive.

4.8 Chargebacks and Disputes

You agree to raise any billing dispute with us in writing at support@momentumce.com within sixty (60) days of the charge. Initiating a chargeback or payment reversal without first attempting resolution with us is a material breach of these Terms, and we may suspend or terminate your account and entitlement in response.

5. Local Data Storage and File Management

5.1 Local Storage

The Software creates and maintains its indexes, content database, activity (audit) log, configuration files, and related data locally on your device. These files are under your ownership and control. Except as described in Sections 6 and 7, we do not access, transmit, collect, or retain any copy of your files, search queries, extracted document text, or other data processed by the Software. You are solely responsible for the location, security, backup, and management of all data created, stored, or used by the Software.

5.2 Encryption and Security of Local Data

The Software is designed to apply encryption at rest to certain local data stores — such as its activity (audit) log and its file-path index — using operating-system-provided secure-storage facilities, and employs commercially reasonable measures toward that end in the version then current. You acknowledge, however, that the Software's content database, which may contain the full extracted text of indexed documents, is not encrypted at rest by the Software. The Software is not a security product and is not a substitute for device- and storage-level security. You are responsible for protecting the confidentiality of data on your device, including through operating-system full-disk encryption, user-account controls, and other appropriate safeguards. We make no representation or warranty that any data stored locally by the Software is encrypted, that any encryption applied is sufficient for your purposes or for any regulatory standard, or that local data is secure against unauthorized access to your device.

5.3 Data Backup and Loss

Because all data is stored locally, you bear sole responsibility for maintaining adequate and regular backups of your files and of any exported output you wish to retain. We strongly recommend implementing a routine backup schedule and storing backup copies in a secure, separate location. We are not responsible for any data loss resulting from device failure, accidental deletion, file corruption, ransomware or other malicious software, defects in the Software, or any other cause, and we have no obligation to recover, reconstruct, or restore any file or data.

5.4 Filesystem Access and Scope

To provide search functionality, the Software may access a broad range of locations on your device, including, by default, connected drives. You are responsible for determining which locations the Software indexes and processes, and for ensuring that such indexing is permitted under applicable law and your Organization's policies. You must not direct the Software to index locations containing data you are not authorized to access.

5.5 File Modification by Automated Features (FileForge Finder+)

The automated features described in Section 2.3 are available only in Finder+, are disabled unless you enable them, and act on your own files at your direction.

OCR output. In its default configuration, the OCR feature writes a new, separate text-searchable copy of each processed document and does not modify the original. If the Software offers, and you select, an option to replace a file in place with its text-searchable version, that option overwrites the original file.

Renaming, filing, and moving. Automated file renaming, automated file organization ("filing"), and any in-place replacement option will rename, move, reorganize, or overwrite files on your device when you enable them. These operations act directly on your own files, may not be reversible by the Software, and may result in the permanent loss or alteration of file names, folder structures, or file contents. Renaming or moving a file may also break links, references, shortcuts, database entries, or citations that other systems maintain to that file's prior name or location, and may affect the completeness or usefulness of an index, manifest, or records package created before the change.

Unattended watched-folder operation. If you enable watched-folder mode, the Software will act on newly detected documents automatically and without prompting you to review each item. You acknowledge that this is the express purpose of the feature, that it may process files you did not intend to place in the watched location, and that you are enabling it with knowledge of that risk. You are responsible for choosing which folder(s) to watch, for confining watched folders to locations you are authorized to modify, for excluding originals or sole copies of records you cannot afford to have altered, and for periodically reviewing the results.

You are solely responsible for reviewing proposed changes before accepting them where review is offered, for maintaining complete and verified backups before enabling any automated feature, and for the results of any automated action. We are not responsible for misfiled, renamed, moved, overwritten, deleted, or otherwise altered files resulting from use of these features, and have no obligation to reverse, reconstruct, or remediate any such change.

5.6 Data Accuracy

You are solely responsible for the accuracy, completeness, and legality of the files and data you process with the Software. Search results, previews, sensitive-data flags, duplicate indications, manifests, and other outputs depend on the content and condition of the files you provide and on the capabilities and limits of the Software. We do not independently verify or audit your data, and we do not guarantee that the Software will locate every relevant file, correctly extract text from every document, or correctly identify every instance (or only actual instances) of sensitive data.

5.7 Exports

The Software allows you to generate and export files, spreadsheet summaries, records packages, extracted-text bundles, and audit-trail records. Exported output may contain the full text of documents and may embed identifying information about the operator, such as an operating-system user and computer name. You are responsible for the security and proper handling of any exported output, and for ensuring that its creation, storage, transmission, and disclosure comply with applicable law, your Organization's policies, and any applicable service, grant, or evidentiary requirement. We assume no responsibility for exported output once it has left the Software.

6. Artificial Intelligence Features

This Section 6 applies only to FileForge Finder+. The free Finder edition does not include artificial-intelligence features.

6.1 On-Device AI Features

Finder+ offers optional artificial intelligence features — including OCR, file renaming, and automated file organization — that are designed to run on your own device using a locally executed model. These features are disabled unless you choose to enable them. Enabling on-device AI features may require a one-time download of model files from a third-party host; that download is designed to retrieve model files only and is not designed to upload your files, search queries, or document content. That download and your use of the downloaded model are also subject to the third-party host's terms and the model's own license, over which we have no control and for which we accept no responsibility. Document text and rendered document images processed by these features are sent only to a process running on your own device and are not transmitted off your device by the Software.

6.2 AI Output Accuracy

Outputs generated by artificial intelligence features — including proposed file names and file classifications — are generated automatically, are probabilistic in nature, and may be inaccurate, incomplete, inconsistent, or unsuitable for your purpose. You are solely responsible for independently reviewing and verifying all AI-generated output before relying on it or permitting it to modify any file, and for any action taken on the basis of such output. AI outputs do not constitute professional advice. You must not use AI features to make any determination affecting an individual's legal rights, benefits, eligibility, or entitlements without independent human review.

7. Network Activity and Data Transmission

The Software is designed to operate locally. It implements commercially reasonable measures intended to block and record network requests originating from its user interface. In its default configuration, your files, search queries, and extracted document content are designed to remain on your device.

You acknowledge, however, that the Software may make or enable limited network connections in the specific circumstances described below:

  • Update checks (both editions). Both Finder and Finder+ may contact our update service, or a content-delivery or hosting provider acting for us, to check whether a newer version is available and to download and install it. An update check transmits information necessary to perform the check and, for Finder+, to confirm your eligibility — such as the current version, platform, operating system, and where applicable an account or entitlement identifier — and does not transmit your files, search queries, or extracted document content.
  • AI model download (Finder+). The optional, one-time download of AI model files from a third-party host when you enable on-device AI features (Section 6.1).
  • Account, entitlement, and download authorization. Creating an account, signing in, purchasing or renewing an entitlement, and downloading a build require communication with our website and with the third-party providers described in Section 4.7. This applies to Finder+ today, and may apply to the free Finder edition if we introduce accounts for it (Section 3.3).
  • External links. Opening links to our website or related resources in your device's external web browser at your request.

The Software is not otherwise designed to transmit your files, search queries, or extracted document content off your device, and we do not collect analytics, telemetry, or usage data from within the installed application. Our website, account, download, and billing systems do process information — including account, purchase, and download information — as described in our Privacy Policy. If a conflict exists between these Terms and the Privacy Policy as to how information is handled, the Privacy Policy controls.

Because the Software contacts our systems to check for updates, and because Finder+ additionally verifies entitlement, neither edition is an air-gapped or fully offline application. If your environment requires that no application initiate outbound network connections, you are responsible for evaluating the Software against that requirement, for disabling automatic updates where the Software permits, and for imposing any necessary network controls yourself.

We do not represent or warrant that all network activity is or can be prevented, that any network-blocking measure is complete or free from circumvention, or that your operating system, other installed software, security tooling, or network environment will not itself transmit data relating to your files. You are responsible for your network environment, for any monitoring or data-loss-prevention tooling you deploy, and for any charges imposed by your own service providers.

8. Records Packages, Audit Logs, and Verification

The Software offers features intended to support verifiable and tamper-evident recordkeeping, including cryptographic file manifests, sequential ("Bates") numbering, a hash-chained activity (audit) log, and in-application verification of records packages. These features are technical aids only. They do not, by themselves, establish the legal authenticity, admissibility, completeness, or evidentiary sufficiency of any file, package, or record, and they do not guarantee compliance with any statute, regulation, court rule, chain-of-custody standard, or records-retention requirement. You are solely responsible for determining and meeting the legal and evidentiary requirements applicable to your records, and for retaining independent copies of any record on which you may need to rely.

The activity (audit) log records information such as search queries, file paths, export actions and destinations, and an operating-system user and computer identifier. The activity log is append-only and tamper-evident by design, is retained on your device, and is subject to a default retention period configured within the Software. You are responsible for the retention, security, and disposition of the activity log consistent with your applicable obligations, and for adjusting the retention period if your obligations require a different period. We are not a custodian or recordkeeper of your data and have no obligation to preserve, produce, authenticate, or testify concerning any record produced by the Software.

9. Sensitive and Regulated Data

We recognize that users may rely on the Software to locate and manage highly sensitive information, and that files processed by the Software may contain personal, financial, health, governmental, tribal, or other regulated or confidential data. Because all data is stored locally on your own systems, you are solely responsible for the physical and digital security of that data and for implementing appropriate access controls, encryption, and security measures on the devices and storage where the Software and its data reside.

The Software's sensitive-data flagging is an automated, best-effort aid that identifies patterns resembling certain categories of sensitive information. It may fail to detect sensitive data and may flag data that is not in fact sensitive; it stores and exports only category labels and counts, not the underlying values. It is not a substitute for your own review and must not be used as the sole control for any legal, contractual, or regulatory obligation relating to sensitive data.

You are responsible for ensuring that you are authorized to process any data using the Software under applicable tribal, federal, state, or local law, and under any applicable professional, fiduciary, contractual, or privacy obligations, which may include, for example, obligations relating to criminal-justice, health, educational, or public-records information.

No Processor or Business Associate Relationship. Because the Software operates on your own systems and we neither receive nor have access to the files or file contents you process with it, we do not act as a data processor, service provider, or business associate with respect to that data. This Section concerns the data you process with the Software; the limited account, billing, and download information we do receive in connection with Finder+ is handled as described in our Privacy Policy. Nothing in these Terms creates a business associate relationship under the Health Insurance Portability and Accountability Act ("HIPAA"), a processor relationship under any data-protection law, or an obligation on our part to enter into a business associate agreement or data processing agreement, unless we expressly agree otherwise in a signed writing. You must not provide us with protected health information, criminal-justice information, personal data, or other regulated data, including in support requests, screenshots, log files, or diagnostic materials; if you do so, you do so at your own risk and remain the sole controller of that data.

We make no representation that the Software satisfies the requirements of any particular regulatory regime — including HIPAA, FERPA, CJIS, GLBA, PCI DSS, the Privacy Act, or any tribal, state, or sector-specific privacy or records law — and use of the Software does not by itself make your data handling compliant with any such regime. Any certification, assessment, or authorization required for your environment is your responsibility.

10. Intellectual Property

10.1 Our Property

All software code, application logic, algorithms, interfaces, documentation, and design elements comprising the Software, and all improvements and derivative works thereof, are owned by or licensed to Momentum CE Inc. and are protected by applicable copyright, trade secret, trademark, patent, and other intellectual property laws. The Software is proprietary and is licensed, not sold. Your installation of the Software does not transfer any ownership rights to you. Nothing in these Terms grants you any license to use our trademarks, logos, trade names, or branding.

10.2 Third-Party and Open-Source Components

The Software incorporates or distributes third-party and open-source components, and may download a third-party artificial intelligence model at your election. Such components are provided subject to their respective licenses, and your use of them is subject to those licenses. Nothing in these Terms limits any rights you may have, or obligations you may owe, under an applicable third-party or open-source license. To the fullest extent permitted by applicable law, we disclaim all warranties and all liability arising from or relating to third-party and open-source components, third-party models, and third-party hosts, all of which are provided to you as-is.

10.3 Your Data

All files, records, and other information you create, index, store, or export using the Software ("Your Data") remain your property. Because Your Data is stored locally on your own systems, we do not access, possess, or process Your Data except as expressly described in these Terms. Government and tribal government users retain all rights to their sovereign, governmental, and program data consistent with applicable law. We claim no license in Your Data and will not use Your Data to train any model.

10.4 Feedback

If you provide us with suggestions, feature requests, bug reports, evaluations, or other feedback concerning the Software ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable license to use, reproduce, modify, and commercially exploit that Feedback for any purpose, without attribution, compensation, or confidentiality obligation. You are responsible for ensuring that Feedback contains no confidential information, personal data, or regulated data, and you must redact any such content before submitting it.

10.5 U.S. Government End Users

The Software is "commercial computer software" and its documentation is "commercial computer software documentation" as those terms are used in 48 C.F.R. § 2.101. Consistent with 48 C.F.R. § 12.212 and 48 C.F.R. §§ 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Software and its documentation with only those rights set forth in these Terms. No other rights, express or implied, including any rights in technical data, are granted. Any provision of FAR 52.227-19, DFARS 252.227-7013, DFARS 252.227-7014, or any agency supplement that would grant the Government rights in excess of those stated here is expressly excluded, and any use, duplication, or disclosure by the Government is subject to the restrictions in these Terms. If any of these restrictions is unenforceable against a Government end user, you will notify us in writing before acquisition so that the parties may negotiate mutually acceptable terms.

11. Confidentiality

"Confidential Information" means non-public information disclosed by one party (the "Discloser") to the other (the "Recipient") that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Our Confidential Information includes, without limitation, non-public pricing, license keys and unlock codes, the non-public portions of the Software and its documentation, product roadmaps, security assessments, and the non-public terms of any Signed Agreement.

The Recipient will (a) use the Discloser's Confidential Information only as necessary to exercise its rights and perform its obligations under these Terms, (b) protect it with at least the degree of care it uses for its own confidential information and in no event less than reasonable care, and (c) not disclose it to any third party except to its employees, contractors, and professional advisors who need to know it and who are bound by confidentiality obligations at least as protective as these.

Confidential Information does not include information that is or becomes public through no fault of the Recipient, was known to the Recipient without confidentiality obligation before disclosure, is independently developed by the Recipient without reference to the Discloser's Confidential Information, or is rightfully received from a third party without restriction.

If the Recipient is compelled by law, regulation, court order, or public-records or freedom-of-information request to disclose Confidential Information, it may do so provided that, to the extent legally permitted, it gives the Discloser prompt written notice and reasonable cooperation to seek protective treatment. Nothing in this Section requires any party to violate applicable public-records law or restricts disclosure required of a government or tribal government entity by law.

Your Data is not our Confidential Information because we neither receive nor hold it; your obligations with respect to Your Data are governed by Sections 5, 8, and 9.

12. Support, Maintenance, and Updates

No Support Commitment. Except as expressly provided in a Signed Agreement or a support plan you have purchased, the Software is provided without any support, maintenance, training, implementation, data-recovery, professional-services, uptime, or response-time commitment. Any assistance we choose to provide is a courtesy, is provided as-is, creates no obligation to provide further assistance, and does not constitute a warranty or a modification of these Terms.

Updates. We may release updates, patches, or new versions of the Software from time to time, at our sole discretion and with no obligation to do so. We may discontinue support for, or distribution of, any prior version or edition at any time. We strongly recommend using the current version, including because updates may contain security fixes. We are not responsible for any error, defect, incompatibility, data loss, or security incident resulting from your use of an outdated version or from your failure to install an available update.

How each edition updates. Both editions include an update mechanism that may check for, download, and install new versions automatically (Section 7). By using the Software you consent to that automatic updating and to the update checks described in Section 7. For Finder+, update eligibility is additionally tied to your entitlement. An update may change, add, or remove functionality, may require acceptance of revised Terms (Section 18), and may not be compatible with data, settings, or output produced by a prior version. Where the Software provides a setting to disable or defer automatic updates, you may use it, in which case you assume responsibility for keeping the Software current. Update eligibility for Finder+ depends on your entitlement being in good standing; if your entitlement lapses, you may stop receiving Finder+ updates, including security updates.

13. Disclaimer of Warranties

THE SOFTWARE — BOTH THE FREE FINDER EDITION AND THE PAID FINDER+ EDITION, AND INCLUDING ALL PRE-RELEASE SOFTWARE, AI FEATURES, AUTOMATED FILE-MODIFICATION FEATURES, ACCOUNT AND DOWNLOAD SYSTEMS, AND THIRD-PARTY COMPONENTS — IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO:

  • IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT
  • WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE
  • WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED, SECURE, FREE OF HARMFUL CODE, OR COMPATIBLE WITH ALL DEVICES, OPERATING SYSTEMS, HARDWARE, OR FILE TYPES
  • WARRANTIES THAT THE SOFTWARE WILL LOCATE ALL RELEVANT FILES, CORRECTLY EXTRACT OR PREVIEW DOCUMENT CONTENT, OR CORRECTLY IDENTIFY SENSITIVE DATA OR DUPLICATES
  • WARRANTIES AS TO THE ACCURACY, COMPLETENESS, RELIABILITY, OR SUITABILITY OF ANY SEARCH RESULT, MANIFEST, RECORDS PACKAGE, AUDIT-LOG ENTRY, VERIFICATION RESULT, OR AI-GENERATED OUTPUT
  • WARRANTIES THAT THE SOFTWARE'S OUTPUTS WILL SATISFY ANY LEGAL, EVIDENTIARY, REGULATORY, CONTRACTUAL, OR RECORDS-RETENTION REQUIREMENT
  • WARRANTIES THAT DATA STORED LOCALLY BY THE SOFTWARE IS ENCRYPTED OR SECURE AGAINST UNAUTHORIZED ACCESS TO YOUR DEVICE
  • WARRANTIES THAT ALL NETWORK ACTIVITY IS PREVENTED OR THAT NO DATA WILL LEAVE YOUR DEVICE
  • WARRANTIES THAT OUR WEBSITE, ACCOUNT, SIGN-IN, DOWNLOAD, UPDATE, OR ENTITLEMENT-VERIFICATION SYSTEMS WILL BE AVAILABLE, UNINTERRUPTED, OR ERROR-FREE, OR THAT ANY FINDER+ DOWNLOAD OR UPDATE WILL BE AVAILABLE OR SUCCESSFULLY INSTALL
  • WARRANTIES THAT ANY EDITION, FEATURE, OR VERSION WILL CONTINUE TO BE OFFERED, MAINTAINED, OR SUPPORTED FOR ANY PERIOD, INCLUDING FOR HOLDERS OF A LIFETIME LICENSE
  • WARRANTIES AGAINST DATA LOSS, FILE CORRUPTION, OR UNINTENDED MOVEMENT, RENAMING, DELETION, OR MODIFICATION OF FILES RESULTING FROM INSTALLATION OR USE OF THE SOFTWARE

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US OR THROUGH THE SOFTWARE CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. NO EMPLOYEE, CONTRACTOR, OR RESELLER IS AUTHORIZED TO MAKE ANY WARRANTY ON OUR BEHALF.

Outputs generated by the Software are for your internal use only and must not be relied upon as a substitute for professional, legal, or evidentiary judgment. You are responsible for independently verifying all outputs before relying on them or submitting information to third parties, courts, government agencies, or grantors.

Some jurisdictions do not permit the exclusion of certain implied warranties, so some of the above exclusions may not apply to you. In such case, any implied warranty is limited in duration to thirty (30) days from your initial installation, and our sole obligation for breach of any such warranty, at our election, is to repair the Software or refund the fees you paid for it.

14. Limitation of Liability

14.1 Exclusion of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MOMENTUM CE INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, LICENSORS, SUPPLIERS, RESELLERS, OR AFFILIATES BE LIABLE FOR:

  • ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES
  • LOSS OF PROFITS, REVENUE, GOODWILL, DATA, RECORDS, BUSINESS OPPORTUNITY, GRANT OR PROGRAM FUNDING, OR ANTICIPATED SAVINGS
  • LOSS, CORRUPTION, DELETION, MOVEMENT, RENAMING, OR MODIFICATION OF FILES OR OTHER DATA ON YOUR DEVICE
  • COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, OR THE COST OF RECREATING, RECONSTRUCTING, OR RE-REVIEWING ANY FILE, RECORD, OR DATA SET
  • DAMAGES ARISING FROM RELIANCE ON SEARCH RESULTS, MANIFESTS, RECORDS PACKAGES, AUDIT LOGS, VERIFICATION FEATURES, SENSITIVE-DATA FLAGS, OR AI-GENERATED OUTPUT
  • UNAUTHORIZED ACCESS TO OR DISCLOSURE OF DATA STORED ON, OR EXPORTED OR OTHERWISE TRANSFERRED FROM, YOUR DEVICE
  • DEVICE DAMAGE, SYSTEM FAILURES, OR INCOMPATIBILITY ARISING FROM INSTALLATION OR USE OF THE SOFTWARE
  • PENALTIES, FINES, SANCTIONS, AUDIT FINDINGS, ADVERSE LITIGATION OUTCOMES, OR REGULATORY OR LEGAL CONSEQUENCES ARISING FROM YOUR USE OF THE SOFTWARE OR ITS OUTPUTS
  • ANY ACT OR OMISSION OF A THIRD-PARTY HOST, MODEL PROVIDER, OPEN-SOURCE COMPONENT, ACCOUNT OR IDENTITY PROVIDER, PAYMENT PROCESSOR, CONTENT-DELIVERY OR HOSTING PROVIDER, OR RESELLER
  • UNAVAILABILITY OF, OR ANY INTERRUPTION, DELAY, OR ERROR IN, OUR WEBSITE, ACCOUNT, DOWNLOAD, UPDATE, OR ENTITLEMENT-VERIFICATION SYSTEMS, OR ANY RESULTING INABILITY TO INSTALL, UPDATE, REINSTALL, OR USE FINDER+
  • ANY MODIFICATION, LIMITATION, SUSPENSION, OR DISCONTINUATION OF EITHER EDITION OR OF ANY FEATURE, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 16.4
  • ANY CHANGE MADE BY AN AUTOMATIC UPDATE, OR ANY INCOMPATIBILITY BETWEEN A NEW VERSION AND DATA, SETTINGS, OR OUTPUT PRODUCED BY A PRIOR VERSION

THIS EXCLUSION APPLIES REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A LIMITED REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

14.2 Aggregate Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SOFTWARE OR THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU ACTUALLY PAID TO US FOR THE SOFTWARE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100). MULTIPLE CLAIMS DO NOT ENLARGE THIS CAP. IF YOU HAVE PAID NO FEES — INCLUDING DURING A FREE TRIAL OR USE OF PRE-RELEASE SOFTWARE — OUR TOTAL LIABILITY SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100).

14.3 Basis of the Bargain

You acknowledge that the disclaimers in Section 13 and the limitations in this Section 14 are an essential basis of the bargain between the parties, that the fees for the Software reflect this allocation of risk, and that we would not license the Software on these economic terms without them.

14.4 Exceptions

Nothing in these Terms excludes or limits liability for fraud, fraudulent misrepresentation, willful misconduct, death or personal injury caused by negligence, or any other liability that cannot lawfully be excluded or limited. Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for certain damages; to the extent such limitations are not permitted under applicable law, our liability shall be limited to the greatest extent allowed.

15. Indemnification

You will defend, indemnify, and hold harmless Momentum CE Inc. and its officers, directors, employees, contractors, licensors, and affiliates from and against any third-party claim, demand, action, proceeding, investigation, loss, liability, damage, fine, penalty, judgment, settlement, or expense (including reasonable attorneys' fees and costs) arising out of or relating to:

  • Your breach of these Terms, including any breach of Section 3.5 (Prohibited Uses)
  • Your use of the Software to access, index, search, preview, copy, move, rename, modify, delete, or export any file, folder, or data you were not authorized to process
  • Your Data, including its content, accuracy, legality, and your collection, retention, handling, disclosure, or destruction of it
  • Any records package, manifest, audit-log export, or other output you create with the Software and provide to any third party, court, agency, grantor, or opposing party
  • Your violation of any applicable law or regulation, or of any third party's intellectual property, privacy, confidentiality, or other rights
  • Any claim by a client, employer, or other organization on whose behalf you used the Software, including claims that you lacked authorization to do so
  • Your use of AI features or of any file modification performed by an automated feature, including watched-folder operation
  • Your sharing, resale, publication, or transfer of account credentials, license keys, unlock codes, or download links, or any use of Finder+ without a valid entitlement, and any activity occurring under your account

We will provide you prompt written notice of the claim (though a delay does not relieve you of your obligations except to the extent you are materially prejudiced), and you will not settle any claim in a manner that imposes any obligation, admission, or liability on us without our prior written consent. We may, at our own expense, participate in the defense with counsel of our choosing, and may assume control of the defense if we reasonably determine that your counsel or conduct is inadequate.

Government and tribal customers. If applicable law prohibits you, as a government or tribal government entity, from providing an indemnity, this Section applies only to the extent permitted by that law, and you instead agree to be responsible for the matters described above to the fullest extent your law allows.

16. Termination

16.1 Termination by You

You may terminate these Terms at any time by ceasing all use of the Software and deleting all installed copies. You may cancel a Finder+ subscription as described in Section 4.2. Termination or cancellation by you does not entitle you to any refund except as provided in Section 4.

16.2 Termination or Suspension by Us

We may suspend or terminate your license, account, and entitlement, in whole or in part and as to either or both editions, (a) immediately upon notice for your material breach of these Terms, including any breach of Section 3.1, 3.3, 3.5, 4, or 11; (b) for non-payment as described in Section 4.6; (c) immediately if required by law or to prevent unlawful, infringing, or fraudulent use, or to protect our systems or other users; or (d) for any other reason upon thirty (30) days' written notice, in which case we will refund any prepaid, unused subscription fees for the terminated period. Termination for cause entitles you to no refund. We may also modify, limit, or discontinue the free Finder edition at any time as provided in Section 3.2.

16.3 Effect of Termination

Upon termination, all licenses granted to you terminate immediately, and you must cease all use of the affected edition, uninstall and delete all copies in your possession or control, and, upon our request, certify in writing that you have done so. Upon termination or lapse of a Finder+ entitlement, your right to install, run, and update Finder+ ends and Finder+ features may cease to function; unless we have also terminated your Finder license, you may continue to use the free Finder edition subject to these Terms.

Because your files and the Software's data are stored on your own systems, termination of your license does not affect your access to or ownership of your files. You remain solely responsible for those files, for any data created by the Software, and for the retention, security, and disposition of the activity log following termination. We have no obligation to provide any migration, export, or data-extraction assistance after termination, and you should export any output you wish to retain before your license ends.

16.4 Discontinuation of Finder+

We may discontinue Finder+, or any edition or feature of it, at any time. If we discontinue Finder+ entirely:

  • We will use reasonable efforts to give affected paying customers at least thirty (30) days' advance notice at the email address associated with the account.
  • For an active subscription, we will refund the prepaid, unused portion of the then-current term.
  • For a lifetime license purchased within the twelve (12) months preceding the discontinuation notice, we will provide a pro-rated refund of the amount paid, calculated on a straight-line basis over twelve months from purchase. For a lifetime license purchased more than twelve months before the notice, no refund is due.

The remedies in this Section 16.4 are your sole and exclusive remedies for discontinuation of Finder+, and are subject to the limitations in Section 14.

16.5 Survival

Sections 1 (Order of Precedence and Authority), 3.5, 3.8, 4 (as to amounts accrued), 5.3, 9, 10, 11, 13, 14, 15, 16.3, 16.4, 16.5, 17, 19, and 20 survive termination or expiration of these Terms, along with any other provision that by its nature should survive.

17. Compliance, Export Control, and Sanctions

You represent and warrant that you are not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. sanctions, and that you are not identified on any U.S. government restricted-party list, including the Specially Designated Nationals and Blocked Persons List, the Entity List, or the Denied Persons List. You will comply with all applicable export control, sanctions, and anti-corruption laws, including the U.S. Export Administration Regulations and the regulations administered by the U.S. Treasury Department's Office of Foreign Assets Control, and will not export, re-export, transfer, or make the Software available to any prohibited destination, entity, or person, or for any prohibited end use. You will not use the Software in violation of the U.S. Foreign Corrupt Practices Act or any comparable law.

18. Changes to These Terms

We may update these Terms from time to time. When we do, we will increment the version number and update the Effective Date above, and will make the revised Terms available at momentumce.com/fileforge/terms.

For material changes, we will provide notice by one or more reasonable means, which may include in-application notice, notice within the documentation accompanying a Software update, notice at the point of subscription renewal, or email to the address associated with your license or purchase. Where we can identify a means of contacting you, we will provide at least thirty (30) days' notice of a material change before it takes effect with respect to you.

Revised Terms apply to you upon the later of the stated Effective Date and the expiration of any applicable notice period. Your continued use of the Software after that date, your installation of a Software version distributed with the revised Terms, or your renewal of a subscription, constitutes acceptance of the revised Terms. If you do not accept revised Terms, you must stop using the Software and uninstall it. Changes do not apply retroactively to any dispute arising before their effective date, and do not modify a Signed Agreement except as that agreement permits.

19. Governing Law and Dispute Resolution

19.1 Governing Law

These Terms, and any dispute arising out of or relating to them or to the Software, are governed by the laws of the State of Colorado, United States, and applicable U.S. federal law, without regard to conflict-of-law principles that would apply the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply.

19.2 Informal Resolution

Before initiating any formal proceeding, the party raising a dispute will provide the other party written notice describing the dispute and the relief sought, and the parties will attempt in good faith to resolve it through direct negotiation between representatives with authority to settle. If the dispute is not resolved within thirty (30) days after that notice, either party may, at its option, propose non-binding mediation before a mutually agreed mediator, with costs shared equally. If the dispute is not resolved within sixty (60) days after the initial written notice, either party may commence formal proceedings. This Section does not require any party to delay seeking injunctive or other equitable relief under Section 3.8, or relief necessary to prevent irreparable harm or the expiration of a limitations period.

19.3 Venue

Subject to Section 19.5, the parties consent to the exclusive jurisdiction and venue of the state courts located in Larimer County, Colorado, and the United States District Court for the District of Colorado, for any action arising out of or relating to these Terms or the Software, and each party waives any objection to that venue based on inconvenient forum or lack of personal jurisdiction.

19.4 Waiver of Jury Trial and Class Actions

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR THE SOFTWARE. EACH PARTY FURTHER AGREES THAT ANY DISPUTE WILL BE BROUGHT IN THAT PARTY'S INDIVIDUAL CAPACITY ONLY, AND NOT AS A PLAINTIFF, CLASS MEMBER, OR REPRESENTATIVE IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING, AND THAT NO ARBITRATOR OR COURT MAY CONSOLIDATE MORE THAN ONE PARTY'S CLAIMS. If this waiver of class proceedings is held unenforceable as to any claim, that claim shall be severed and litigated in the courts identified in Section 19.3, and the remainder of this Section remains in effect.

19.5 Tribal Sovereignty

Nothing in these Terms constitutes, or shall be construed as, a waiver, limitation, or impairment of the sovereign immunity of any federally recognized tribe, tribal government, tribal enterprise, or tribal entity using the Software, and nothing in Sections 19.1 through 19.4 requires any such entity to submit to a forum or waive any immunity or protection to which it is entitled. Correspondingly, nothing in these Terms constitutes our consent to the jurisdiction of any tribal court or forum, and no tribal law, code, or ordinance applies to us by virtue of these Terms. Where a tribal customer and Momentum CE Inc. wish to establish a mutually enforceable dispute-resolution mechanism, the parties will do so in a Signed Agreement setting out any applicable limited waiver, forum, and governing law.

19.6 Limitation Period

To the fullest extent permitted by applicable law, any claim arising out of or relating to these Terms or the Software must be commenced within one (1) year after the claim first accrues; otherwise it is permanently barred. This Section does not apply where a longer period is required by law, or to a government or tribal government entity to the extent applicable law prohibits shortening its limitations period.

19.7 Attorneys' Fees

In any proceeding to enforce these Terms, the prevailing party is entitled to recover its reasonable attorneys' fees and costs, to the extent permitted by applicable law.

20. General Provisions

Severability: If any provision of these Terms is found to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, severed, and the remaining provisions shall continue in full force and effect.

Entire Agreement: These Terms, together with any Signed Agreement, constitute the entire agreement between you and us regarding the Software, and are subject to the order of precedence stated in Section 1.

No Waiver: No failure or delay in enforcing any provision of these Terms constitutes a waiver of the right to enforce it later. No waiver is effective unless in a writing signed by the waiving party.

Assignment: You may not assign or transfer your license or any rights or obligations under these Terms, by operation of law or otherwise, without our prior written consent; any attempted assignment without such consent is void. We may assign our rights and obligations in whole or in part, including in connection with a merger, acquisition, reorganization, or sale of assets. These Terms bind and benefit the parties' permitted successors and assigns.

No Third-Party Beneficiaries: These Terms are for the sole benefit of the parties. No client, employer, principal, end customer, or other third party — including any organization on whose behalf you use the Software — is an intended beneficiary of these Terms or has any right to enforce any provision of them.

Independent Parties: The parties are independent contractors. These Terms create no partnership, joint venture, agency, fiduciary, employment, custodial, or recordkeeping relationship.

Force Majeure: Neither party is liable for any delay or failure to perform (other than a payment obligation) caused by circumstances beyond its reasonable control, including acts of God, natural disaster, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, labor disruption, governmental action, sanction, utility or telecommunications failure, internet or cloud-provider outage, cyberattack, or the act or omission of a third-party supplier.

Notices: Notices to us must be in writing and sent to the address or email address in Section 21, and are effective upon receipt. Notices to you may be given by email to the address associated with your license, purchase, or support correspondence, by in-application notice, or by posting to momentumce.com/fileforge/terms, and are effective when sent or posted. You are responsible for keeping your contact information current.

Interpretation: Section headings are for convenience only and do not affect interpretation. "Including" means "including without limitation." No rule of construction requiring that ambiguities be resolved against the drafting party applies to these Terms.

Counterparts and Electronic Acceptance: You agree that your electronic acceptance of these Terms, including by clicking to accept or by installing or using the Software, has the same legal effect as a handwritten signature, and that records of that acceptance — including entries in the Software's local activity log — are admissible evidence of it.

Language: These Terms are drafted in English. Any translation is provided for convenience only, and the English version controls.

21. Contact Information

For questions about these Terms of Use, please contact:

Momentum CE Inc. 320 E Vine Dr #316 Fort Collins, CO 80524 support@momentumce.com