Terms and Conditions for True Harbor

Accounts

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to provide accurate information, to keep it current, and to notify us promptly of any unauthorized use of your account. You are responsible for ensuring that each authorized user complies with these Terms.

Use of True Harbor

You may use True Harbor only for lawful purposes and in accordance with these Terms. You agree not to use True Harbor:

• In any way that violates any applicable federal, state, local, or international law or regulation.
• To engage in any conduct that restricts or inhibits anyone's use or enjoyment of True Harbor, or which may harm True Harbor or its users or expose them to liability.
• To impersonate or attempt to impersonate True Harbor, a True Harbor employee, another user, or any other person or entity.
• To engage in any activity that interferes with or disrupts True Harbor or the servers or networks connected to True Harbor, or to attempt to gain unauthorized access to any part of the service.

Customer Data

As between you and True Harbor, you retain all rights, title, and interest in the data and content you and your authorized users submit to True Harbor ("Customer Data"). You grant True Harbor a limited, non-exclusive license to host, process, transmit, and display Customer Data solely as necessary to provide and support the service.

You are responsible for the accuracy and legality of Customer Data and for having the necessary rights and consents to submit it to True Harbor. Our handling of personal information is described in our Privacy Policy, which is incorporated into these Terms. Where True Harbor processes personal information on your behalf, that processing is also governed by any data processing addendum entered into between the parties.

When your use of True Harbor ends, we will delete or return Customer Data in accordance with our agreement with you, and we will not retain it afterward except where you authorize us to do so or where retention is required by law.

Fees

Access to True Harbor may require payment of fees as set out in an applicable order form, subscription, or written agreement. Unless otherwise stated in that agreement, fees are non-refundable, are exclusive of taxes, and subscriptions may renew automatically for successive terms. We may change fees on prior notice effective as of your next renewal term.

Intellectual Property

The content and materials available on True Harbor, including without limitation the True Harbor name, logo, design, software, text, graphics, and other files, are the property of True Harbor or its licensors and are protected by copyright, trademark, and other intellectual property laws.

You may not copy, distribute, modify, reverse engineer, or create derivative works of True Harbor or any part thereof, unless you have obtained our prior written consent or unless it is expressly permitted by law.

Confidentiality

Each party may have access to non-public information of the other party. Each party agrees to use the other party's confidential information only as needed to perform under these Terms and to protect it with the same degree of care it uses for its own confidential information, and in no event less than reasonable care. This obligation does not apply to information that is or becomes public through no fault of the receiving party, was already known to it, or is required to be disclosed by law.

Disclaimer of Warranties

True Harbor is provided on an "AS IS" and "AS AVAILABLE" basis, without warranties of any kind, whether express, implied, or statutory. To the fullest extent permitted by law, True Harbor and its licensors disclaim all warranties, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the service will be uninterrupted, error-free, or secure, or that any defects will be corrected. True Harbor is a workflow and records tool and does not provide legal, medical, or professional advice.

Limitation of Liability

In no event shall True Harbor or its affiliates, officers, directors, employees, agents, partners, or licensors be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use True Harbor; (ii) any conduct or content of any third party on True Harbor; (iii) any content obtained from True Harbor; or (iv) unauthorized access, use, or alteration of your transmissions or content.

To the fullest extent permitted by law, the total aggregate liability of True Harbor arising out of or related to these Terms or the service shall not exceed the amounts paid by you to True Harbor in the twelve (12) months preceding the event giving rise to the claim. Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

Indemnification

You agree to defend, indemnify, and hold harmless True Harbor and its affiliates, officers, directors, employees, agents, partners, and licensors from any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your Customer Data, your use of True Harbor, or your breach of these Terms.

Term and Termination

These Terms remain in effect while you use True Harbor. You may terminate your use at any time in accordance with your applicable subscription or agreement. We may suspend or terminate your access immediately if you materially breach these Terms, if required by law, or if your continued use poses a security or legal risk; where practicable we will provide notice.

Upon termination, your right to access True Harbor ceases. For a limited period following termination, and unless prohibited by law, we will make Customer Data available for export upon request; after that period we will delete or return Customer Data in accordance with our agreement with you and our Privacy Policy. Provisions that by their nature should survive termination will survive.

Modifications to the Service

We are continually improving True Harbor and may add, change, or remove features at any time. We will not materially decrease the core functionality of a paid subscription during its term without notice. We may also discontinue the service, in which case we will provide reasonable advance notice where practicable.

Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of Idaho, without regard to its conflict of law provisions.

Any legal suit, action, or proceeding arising out of or related to these Terms or True Harbor shall be instituted exclusively in the federal courts of the United States or the courts of the State of Idaho, and the parties consent to the personal jurisdiction of those courts.

Force Majeure

Neither party will be liable for any failure or delay in performance (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, labor disputes, internet or utility failures, governmental action, or third-party service outages.

General

These Terms, together with any order form, agreement, and our Privacy Policy, constitute the entire agreement between you and True Harbor regarding the service and supersede any prior agreements. If any provision is found unenforceable, the remaining provisions will remain in full force and effect. Our failure to enforce any right or provision is not a waiver of that right or provision. You may not assign these Terms without our prior written consent; we may assign them in connection with a merger, acquisition, or sale of assets. These Terms do not create any third-party beneficiary rights.

Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will notify you by email or by posting a notice on True Harbor prior to the effective date of the changes. By continuing to use True Harbor after the effective date of any changes, you agree to be bound by the updated Terms.

Contact Us

If you have any questions or concerns about these Terms or True Harbor, please contact us at support@trueharbor.io.