Terms of Service

Terms of Service

Effective Date: April 22, 2026
Last Updated: April 22, 2026

These Terms of Service (the “Terms”) govern your access to and use of the website located at harborsoftware.com and all related services, including custom software development, AI and automation engineering, maintenance, hosting, and consulting services (collectively, the “Services”) provided by Harbor Software LLC, a Wyoming limited liability company with its registered office at 1309 Coffeen Ave, Sheridan, WY 82801, United States (“Harbor Software,” “we,” “our,” or “us”).

By accessing our website, signing a Statement of Work, or paying an invoice, you (“Client” or “you”) agree to these Terms. If you do not agree, do not use our Services.

1. Business-to-Business Only

Harbor Software provides Services exclusively to businesses and other organizational entities. Services are not offered to consumers for personal, family, or household purposes. By engaging Harbor Software, you represent that you are acting on behalf of a business and that you have authority to bind that business to these Terms.

2. Eligibility

To engage Harbor Software, you must:

• Be at least 18 years old and legally capable of entering a binding contract
• Represent a lawfully formed business entity in good standing
• Not be located in, resident in, a citizen of, or acting on behalf of any party in Cuba, Iran, North Korea, Syria, the Crimea region, the Donetsk region, the Luhansk region, or any other jurisdiction subject to comprehensive US, UK, EU, or UN sanctions
• Not be named on any restricted party list maintained by the US Office of Foreign Assets Control, the US Department of Commerce, or equivalent authorities in your jurisdiction
• Agree to these Terms, our Privacy Policy, our Acceptable Use Policy, and our Refund Policy

We reserve the right to decline or terminate any engagement that does not meet these requirements.

3. Description of Services

Harbor Software provides custom software engineering services, including:

• AI chatbots, virtual assistants, and conversational interfaces for customer-initiated support
• Custom web applications and internal tools
• CRM, workflow, and API integrations
• Data pipelines, dashboards, and reporting systems
• Ongoing maintenance, hosting, and technical support for delivered systems

Each engagement is defined by a written Statement of Work (“SOW”) or Master Services Agreement (“MSA”) executed between Harbor Software and Client. The SOW or MSA controls in the event of any conflict with general marketing descriptions of our Services.

4. Engagement Structure

4.1 Fixed-Fee Implementation Projects

Implementation work is quoted as a fixed fee with defined deliverables, acceptance criteria, and a payment schedule set in the SOW. Typical projects include an upfront deposit, milestone-based payments, and a final payment on acceptance.

4.2 Monthly Retainers

After implementation, Client may engage Harbor Software under a monthly retainer covering maintenance, hosting, monitoring, or ongoing development. Retainers are billed monthly in advance. Retainer fees typically range from $550 to $5,500 per month depending on scope.

4.3 Hourly and Time-and-Materials Work

Work outside a fixed-fee SOW or retainer may be performed on an hourly or time-and-materials basis at Harbor Software’s then-current rates, subject to written approval by Client.

5. Payment Terms

5.1 Invoicing

Invoices are issued through Stripe or equivalent payment processors. Payment is due within the period stated on the invoice, typically net 7 for retainers and per-SOW for implementation work. We accept credit card, debit card, ACH, and bank transfer. We do not accept cash, cryptocurrency, or third-party payments on behalf of undisclosed parties.

5.2 Late Payment

Invoices unpaid after 15 days past the due date may incur a late fee of 1.5% per month or the maximum rate permitted by law, whichever is lower. We may suspend Services for any engagement with past-due invoices.

5.3 Taxes

Fees are exclusive of sales tax, VAT, or equivalent transaction taxes. Client is responsible for any such taxes where applicable.

5.4 No Third-Party Billing

Harbor Software invoices only for its own engineering services under direct contract with Client. We do not collect funds on behalf of any third party, we do not resell payment processing services, and we do not act as a payment facilitator or aggregator.

6. No Guaranteed Results

Software engineering involves uncertainty. Harbor Software commits to deliver the scope defined in each SOW using reasonable professional judgment and industry-standard methods. We do not guarantee specific business outcomes, revenue results, conversion rates, return on investment, search engine rankings, or any other performance metric tied to Client’s business operations.

Any estimates, projections, or examples we share about possible outcomes are illustrative, not commitments.

7. Client Responsibilities

To enable us to deliver the Services, Client agrees to:

• Provide timely, complete, and accurate information
• Grant necessary access to systems, accounts, and data required by the SOW
• Assign a point of contact with authority to make decisions
• Review and respond to requests for feedback within the time frames set in the SOW
• Ensure all Client-provided content, data, and credentials are lawfully obtained and that Client has the right to share them with Harbor Software
• Comply with all laws applicable to the use of the delivered Services, including consumer protection laws, telecommunications regulations, data protection laws, and the US Telephone Consumer Protection Act (TCPA) where applicable

Delays caused by Client may extend timelines and, where significant, may result in additional fees.

8. Intellectual Property

8.1 Pre-Existing Materials

Each party retains ownership of intellectual property it owned before the engagement. Harbor Software retains ownership of its internal tools, frameworks, libraries, prompt templates, code patterns, and general know-how, whether developed before or during the engagement.

8.2 Work Product

Upon full payment of all fees due under an SOW, Harbor Software assigns to Client all right, title, and interest in the deliverables specifically created for Client under that SOW, excluding any third-party components and excluding Harbor Software’s pre-existing materials and general know-how. For any pre-existing materials or general know-how included in the deliverables, Harbor Software grants Client a perpetual, non-exclusive, worldwide, royalty-free license to use them as part of the deliverables.

8.3 Client Content

Client retains ownership of all data, content, and materials it provides. Client grants Harbor Software a limited license to use such materials solely for the purpose of delivering the Services.

8.4 Portfolio Rights

Unless the SOW states otherwise, Harbor Software may identify Client as a client, display Client’s name and logo in marketing materials, and describe the engagement in general terms, provided that no confidential information is disclosed.

9. Confidentiality

Each party may receive information from the other that is marked confidential or that a reasonable person would understand to be confidential (“Confidential Information”). The receiving party agrees to:

• Use Confidential Information only to perform or receive the Services
• Protect it with the same care used for its own confidential information, and no less than reasonable care
• Not disclose it to any third party except to employees, contractors, and advisors with a need to know and who are bound by equivalent confidentiality obligations

Confidentiality obligations survive for three years after the end of the engagement, except for trade secrets, which are protected for as long as they remain trade secrets.

10. Third-Party Services

Delivered systems may integrate with or depend on third-party services, APIs, or platforms (for example, OpenAI, Anthropic, HubSpot, Salesforce, Stripe, hosting providers). Client is responsible for maintaining any required subscriptions, API credentials, and compliance with the terms of those third parties. Harbor Software is not responsible for outages, pricing changes, deprecations, or policy changes imposed by third parties.

11. Warranties and Disclaimers

Harbor Software warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. For a period of 30 days after acceptance of a deliverable, we will correct, at no additional charge, any material failure of the deliverable to conform to the SOW, provided the failure is reported to us in writing within that period.

EXCEPT FOR THE LIMITED WARRANTY ABOVE, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” HARBOR SOFTWARE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT DELIVERABLES WILL BE ERROR-FREE, UNINTERRUPTED, OR COMPLETELY SECURE.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL HARBOR SOFTWARE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, EVEN IF HARBOR SOFTWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

HARBOR SOFTWARE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, ANY SOW, OR THE SERVICES WILL NOT EXCEED THE FEES PAID BY CLIENT TO HARBOR SOFTWARE IN THE SIX MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

These limitations apply regardless of the legal theory on which a claim is based, and regardless of whether the remedy fails of its essential purpose. Some jurisdictions do not allow the exclusion of certain warranties or limitations on liability, so some of the above may not apply to you.

13. Indemnification

Client agrees to defend, indemnify, and hold harmless Harbor Software, its officers, members, employees, and agents from and against any claim, liability, damage, loss, or expense (including reasonable attorney fees) arising out of or related to: (a) Client’s use of the deliverables in violation of law or these Terms; (b) content, data, or instructions Client provides to us; (c) Client’s breach of any representation, warranty, or covenant in these Terms or an SOW; or (d) Client’s violation of the rights of any third party.

14. Term and Termination

These Terms remain in effect for as long as Client uses the Services. Either party may terminate an SOW or retainer as provided in that document, or per our Refund Policy. We may suspend or terminate Services immediately if Client materially breaches these Terms, the Acceptable Use Policy, or any SOW, or if continued Service would expose Harbor Software to legal or financial risk.

Upon termination, Client remains obligated to pay all fees accrued through the termination date. Sections that by their nature should survive termination (including payment obligations, intellectual property, confidentiality, warranty disclaimers, limitation of liability, indemnification, and dispute resolution) will survive.

15. Acceptable Use

Client use of the Services and any delivered system is subject to our Acceptable Use Policy, incorporated by reference.

16. Changes to These Terms

We may update these Terms from time to time. Material changes will be posted on this page with an updated “Last Updated” date and, for active clients, communicated by email. Continued use of the Services after changes take effect constitutes acceptance of the revised Terms.

17. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Wyoming, without regard to its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties will attempt in good faith to resolve any dispute through direct negotiation. If a dispute cannot be resolved within 30 days, it will be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Arbitration will take place in Sheridan, Wyoming, before a single arbitrator. The arbitration award may be entered in any court of competent jurisdiction. Notwithstanding the above, either party may seek injunctive or equitable relief in court to protect intellectual property rights or confidential information.

Each party waives any right to participate in a class or representative action.

18. General

Entire Agreement. These Terms, together with any executed SOW, MSA, Privacy Policy, Refund Policy, and Acceptable Use Policy, constitute the entire agreement between the parties regarding the Services and supersede all prior discussions.

Assignment. Client may not assign these Terms without our prior written consent. Harbor Software may assign these Terms to an affiliate or successor in connection with a merger, acquisition, or sale of assets.

Severability. If any provision of these Terms is found unenforceable, the remaining provisions will remain in full effect.

No Waiver. Our failure to enforce any right or provision is not a waiver of that right or provision.

Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship.

Force Majeure. Neither party is liable for delays or failures caused by events outside its reasonable control, including natural disasters, war, terrorism, civil unrest, labor disputes, internet outages, and governmental actions.

Notices. Notices to Harbor Software must be sent to legal@harborsoftware.com with a copy to the registered office address above. Notices to Client will be sent to the primary email address on file.

19. Contact

Harbor Software LLC
1309 Coffeen Ave
Sheridan, WY 82801
United States
legal@harborsoftware.com