Terms of Service

These Terms of Service ("Terms") are between Harbor Works LLC ("Harbor Works," "we," "us") and you ("Customer," "you"). By creating an account, subscribing to the Platform, or using the Platform in any way, you agree to these Terms, our Acceptable Use Policy, and our Privacy Policy.

If you are accepting these Terms on behalf of an organization, you represent that you have the authority to bind that organization.

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1. The Platform

1.1 Platform Description

Harbor Works provides a managed AI agent platform ("Platform") that enables customers to deploy, orchestrate, and manage AI agents on dedicated infrastructure. The Platform includes:

• Managed Runtime: A dedicated Harbor Works instance provisioned and maintained by us
• Agent Orchestration: Multi-agent task management, scheduling, and coordination
• Channel Integrations: Supported messaging and productivity integrations, such as Telegram and connected email, calendar, and contact accounts
• Harbor Vault: Shared document storage with versioned file support
• Dashboard: Web-based management interface for agent configuration, monitoring, and task oversight

1.2 Subscription Tiers

Access to the Platform is sold as a monthly subscription. The features, agent limits, and pricing for each tier are described on our website or in your order. We may update tier features and pricing with 30 days notice; changes apply at your next renewal.

1.3 Dedicated Infrastructure

Each Customer receives a dedicated runtime environment. Your data, agents, and configurations are isolated from other customers.

2. Getting Started

To start using the Platform:

1. We provision your dedicated compute environment and send you a welcome email
2. You pay your first subscription invoice (in-app or via invoice)
3. Onboarding begins

3. Fees and Payment

3.1 Platform Subscription Fees

• Subscriptions are billed monthly in advance
• Subscription fees are non-refundable for the current billing period

3.2 Token and Usage Fees

If your subscription includes a token or compute usage allowance:

• Usage beyond the included allowance is billed at the rates specified in your order or on our pricing page
• Usage is metered and reported through the Dashboard
• Overage charges are billed monthly in arrears

3.3 Payment Terms

• Invoices are due within 15 days of the invoice date unless otherwise specified
• We accept ACH and credit card
• Late payments accrue interest at 1.5% per month (or the maximum rate permitted by law, whichever is lower)
• If payment is more than 30 days past due, we may suspend access to the Platform until the account is current

4. Customer Responsibilities

You agree to:

• Keep your account credentials secure and not share them with unauthorized parties
• Use the Platform in compliance with applicable laws and our Acceptable Use Policy
• Ensure you have the rights and permissions necessary for any data or content you provide to the Platform
• Not reverse engineer, decompile, or attempt to extract the source code of the Platform

5. Intellectual Property

5.1 Platform Ownership

Harbor Works owns all rights to the Platform, including its software, infrastructure, tools, frameworks, and documentation. These Terms do not transfer any ownership of the Platform to you. You receive a limited, non-exclusive, non-transferable right to access and use the Platform during your subscription term.

5.2 Customer Data Ownership

You own all data, content, and configurations you upload to or create on the Platform ("Customer Data"). We do not claim any ownership of Customer Data.

5.3 Feedback

If you provide suggestions, ideas, or feedback about the Platform, we may use it without restriction or obligation to you.

6. Confidentiality

6.1 Definition

"Confidential Information" means any non-public information disclosed by either party, including business plans, customer data, technical configurations, pricing, and proprietary processes.

6.2 Obligations

Each party agrees to:

• Use the other party's Confidential Information only to perform under these Terms
• Not disclose Confidential Information to third parties without prior written consent
• Protect Confidential Information with at least the same care it uses for its own (and no less than reasonable care)

6.3 Exceptions

Confidential Information does not include information that is publicly available, independently developed, rightfully received from a third party, or required to be disclosed by law.

6.4 Duration

Confidentiality obligations survive termination of these Terms for 2 years.

7. Data and Security

7.1 Your Data

You own your data. We access it only to operate the Platform. We do not sell, share, or use your data for any purpose other than delivering the Platform.

7.2 Platform Security

We maintain commercially reasonable security practices for the Platform, including:

• Encrypted connections (TLS in transit, encryption at rest)
• Dedicated, isolated runtime environments per customer
• Principle of least privilege for system access
• Regular security updates to Platform infrastructure

7.3 Data Retention

Upon termination, we will use commercially reasonable efforts for up to 30 days to help you export Customer Data that is available through the Platform or our standard offboarding process. After that period, we may delete Customer Data from our active systems in accordance with our standard retention and backup lifecycle.

7.4 Regulated Data

If your data is subject to specific regulatory or contractual requirements (such as HIPAA, PCI-DSS, or similar obligations), tell us before onboarding. Access to regulated workloads is subject to our written approval and any separate agreement we choose to offer. We are not obligated to accept regulated workloads or execute any particular compliance addendum unless we expressly agree in writing.

8. Service Levels

8.1 Availability

We aim to keep the Platform available and to maintain it in a commercially reasonable manner. Unless we expressly agree otherwise in an order form or separate service level agreement, we do not provide a guaranteed uptime commitment or service credits.

8.2 Scheduled Maintenance

We will use commercially reasonable efforts to provide advance notice for planned maintenance that we expect to materially affect availability.

8.3 Support

We will use commercially reasonable efforts to respond to support requests in a reasonable timeframe. Response times are goals, not guarantees.

9. Warranties and Disclaimers

9.1 Limited Service Warranty

We warrant that we will provide the Platform in a professional and workmanlike manner consistent with generally accepted industry standards.

9.2 Disclaimer

EXCEPT AS EXPRESSLY STATED IN SECTION 9.1, THE PLATFORM IS PROVIDED "AS IS." WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10. Third-Party Platforms

We do not warrant the availability, performance, or security of third-party platforms (LLM providers, cloud services, messaging platforms, etc.). We will use commercially reasonable efforts to work around third-party issues but are not liable for outages or changes outside our control.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• HARBOR WORKS' TOTAL LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE FEES PAID BY CUSTOMER IN THE 12 MONTHS PRECEDING THE CLAIM
• NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOST DATA

These limitations apply regardless of the legal theory and even if a party has been advised of the possibility of such damages.

12. Term and Termination

12.1 Term

These Terms are effective when you create an account or subscribe to the Platform and continue until terminated.

12.2 Subscription Renewal

Platform subscriptions renew monthly unless you cancel before the end of the current billing period.

12.3 Cancellation

You may cancel your subscription at any time through the Dashboard or by contacting us. Cancellation takes effect at the end of the current billing period. No refunds are issued for the remaining portion of a billing period.

12.4 Termination for Cause

Either party may terminate immediately if the other party materially breaches these Terms and fails to cure within 15 days of written notice.

12.5 Suspension

We may suspend Platform access immediately if: (a) your account is more than 30 days past due, (b) we reasonably believe your use violates applicable law or our Acceptable Use Policy, or (c) your use poses a security risk to the Platform or other customers.

12.6 Effect of Termination

Upon termination:

• You pay all fees owed through the termination date
• We make Customer Data available for export for 30 days (per Section 7.3)
• Both parties return or destroy the other's Confidential Information
• Sections 5, 6, 7, 9, 10, 11, and 13 survive termination

13. General

13.1 Independent Contractor

Harbor Works is an independent contractor. Nothing in these Terms creates an employment, partnership, or joint venture relationship.

13.2 Assignment

Neither party may assign these Terms without the other's written consent, except in connection with a merger, acquisition, or sale of substantially all assets.

13.3 Governing Law

These Terms are governed by the laws of the State of Nebraska, without regard to conflict of laws principles.

13.4 Dispute Resolution

The parties agree to attempt to resolve disputes through good faith negotiation. If unresolved after 30 days, disputes shall be resolved by binding arbitration in Omaha, Nebraska under the rules of the American Arbitration Association.

13.5 Entire Agreement

These Terms, together with the Acceptable Use Policy, Privacy Policy, and any orders, constitute the entire agreement between the parties and supersede all prior discussions, proposals, and agreements.

13.6 Amendments

We may update these Terms with 30 days notice. Continued use of the Platform after the notice period constitutes acceptance. If you disagree with a change, you may cancel your subscription before the change takes effect.

13.7 Notices

Notices under these Terms shall be sent by email to the addresses on file and are effective upon confirmed delivery.