PLATFORM ACCESS AND USE

1. Introduction

Thank you for visiting Harborport. This website is made available by Harborport, Inc.  ("Harborport" or "we") and includes the https://www.harborport.io site along with any other content, services, or software applications (collectively, the "Harborport Platform”) delivered there or in connection with other websites or software platforms affiliated with Harborport. The Harborport Platform is hosted in the United States of America. 

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2. Terms

Your use of the Harborport Platform is governed by the terms contained herein. Please read both these terms and conditions carefully. If you do not agree with everything contained within them, you must immediately cease access or use of the Harborport Platform and refrain from any future use. Further access or use of the Harborport Platform by you will be considered as your acceptance of these terms in their entirety. 

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These terms and conditions constitute a legally binding agreement ("Agreement") for access and use of the Harborport Platform. By accessing or using the Harborport Platform, you agree to be bound by this Agreement, whether you are a "Visitor" (which means you are browsing the https://www.harborport.io website), are a “User” (which means you have been given access to or directed to use the Harborport Platform due to a relationship or potential relationship with a Harborport Customer) or you are a "Customer" (which means that you have a separate agreement with Harborport and are using the Harborport Platform for the management of certain information assessment activities collectively known as the “Intended Purpose”). By becoming a Customer, you may have different terms and conditions contained in a separate agreement specifically for Customers (the “Platform Agreement”) which governs your use of the Harborport Platform. To the extent that there are differences between this Agreement and the Platform Agreement, the Platform Agreement will control. Whether you are a Visitor, User, or Customer, you are only authorized to use the Harborport Platform (irrespective of your actual intent to access or use the Harborport website or platform) if you agree to abide by all applicable laws or regulations as well as the terms of this Agreement or those specified in an applicable Platform Agreement. If you are agreeing to these terms as part of your role in an organization or entity, you represent and warrant you have the authority and ability to bind your organization or entity to this Agreement. 

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3. Updates and Communications

Harborport may change this Agreement from time to time and will post revised terms with a “Last Updated” date. Any such changes will be effective upon posting to the Harborport website, by a notification within the Harborport Platform itself, or through a direct communication with you. 

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By providing Harborport with your contact information, including email or postal addresses, you agree Harborport may contact you with various communications, including changes to this and other Agreements, and unless declined, Harborport marketing materials or those of Harborport partners or affiliates. You additionally agree it is your responsibility to provide us with valid contact information where you may be properly reached and that Harborport’s sending of email to the email address you provide will be deemed proper notification for legal purposes irrespective of whether the email was read or whether in your jurisdiction this constitutes effective notice. Finally, you agree to be bound to any changes to this Agreement when you use the Harborport Platform after any such changes are posted. We encourage you to visit this page regularly to ensure you are aware of the terms in the most recent Agreement.

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4. Eligibility

You may not access or use the Harborport Platform if such access or use is prohibited by law or regulation. By accessing or using the Harborport Platform, you represent and warrant that all information you input, upload, submit or store within the Harborport Platform is truthful and accurate, you will maintain the accuracy of such information, and you are at least 18 years old or of legal age in the jurisdiction where you reside. The Harborport Platform is not intended for use by children. Your access to the Harborport Platform may be terminated and your relationship with Harborport ended without warning and recourse by you if we believe that you are under 18 years of age, you do not comply with the terms and conditions as stated herein, or if your use of the Harborport services violates any applicable law or regulation.

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5. Term

The term of this Agreement begins upon your first access or use of the Harborport Platform and remains in full force and effect for the duration of your access and use. In the event you are a Customer and your Platform Agreement should expire, this Agreement applies to your continued access and use of the Harborport Platform until such time as either your Platform Agreement is renewed or your access is fully terminated. Harborport may suspend or terminate your access at any time, without warning, or may limit your ability to access and use some or all features, embedded applications, or services within the Harborport Platform at Harborport’s sole discretion. Even after your access and use of the Harborport Platform has stopped, the terms and conditions of this Agreement shall survive and remain in effect. Finally, in the event your status as a Visitor, User or Customer is terminated by Harborport, you agree not to access or use the Harborport Platform or to assist or cause another person or entity to access and use it your behalf without the prior express written permission of Harborport.

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6. Platform License and Use

With your agreement to the terms and conditions herein, Harborport grants you a limited, non-exclusive, revokable, and non-transferable platform license (“Platform License”) to access and use the Harborport Platform strictly for your internal purposes as a Visitor, User, or Customer of Harborport. This Platform License restricts your access and use of the Harborport Platform solely to the Harborport Platform’s Intended Purpose and it otherwise may not be used for any other commercial or non-commercial activity unless you as a Visitor or User becomes a Customer and has a separate Platform Agreement agreement with Harborport which specifically permits other activities. Also prohibited is the unauthorized and/or illegal access and use of the Harborport Platform, including, but not limited to,  forced entry into or corruption of the Harborport Platform, the collection, download, or harvest of any content such as usernames and/or e-mail addresses, User profile information, Customer profile information, embedded software, the workflow design, data or information sets, or any graphical elements by electronic or other means for the purpose of unauthorized duplication, sending unsolicited email, or unauthorized framing or linking to the Harborport Platform. 

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Harborport reserves the right under the Platform License to further govern your use of the Harborport Platform, including removal without notice of any unapproved commercial activity not specifically fulfilling either the Intended Purpose or regular operation of the Harborport Platform, removal of any unapproved affiliate links, and the removal or blockage of other forms of solicitation from Visitor, User, or Customer information stored within the Harborport Platform. Such activity will be construed as a violation of the Platform License which, in Harborport’s sole determination, may result in termination of Visitor, User, and Customer access and use without recourse pursuant to this Agreement or an applicable Platform Agreement.  

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7. Harborport Intellectual Property

The Harborport Platform content, site design, software, workflow design, and any other Harborport data or information related to or contained within the Harborport Platform, the notifications we may send to you via e-mail or other means, including marketing materials published by Harborport and its affiliates, are owned by Harborport and protected by international copyright and trademark law and/or treaties. You agree to not permit or allow any other party acting on your behalf to disassemble or reverse engineer, or in any way attempt to discover or reproduce any part of the Harborport Platform; adapt, modify, or prepare derivative works or inventions based on any Harborport work product; or use any Harborport intellectual property to create any other material that performs, replicates, or utilizes the same or substantially similar functions as the Harborport Platform. The trademarks, service marks, graphics, site layout, design elements, or any other intellectual property appearing on or anywhere within the Harborport Platform may not be reused or appear elsewhere in any form without the express written permission of Harborport and Harborport hereby reserves all rights not specifically disclaimed. You may not through any means sell, resell, transform, translate, assign, pledge, mortgage, encumber, or otherwise dispose of any Harborport intellectual property or any of the rights or obligations granted or imposed on Visitors, Users, or Customers according to this Agreement. In no event will your rights under this Agreement be assignable without Harborport’s prior written consent, be an asset under any bankruptcy, insolvency, or reorganization proceedings, or in any other manner whatsoever; provided, however, this Agreement and the terms and conditions provided for in this Agreement shall be binding upon and inure to the benefit of the parties, their legal representatives, and permitted transferees, successors, and assigns.

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8. User Content and Ownership

Harborport allows Visitors, Users, and Customers to input and upload various information and data into the Harborport Platform, such as text, graphics, diagrams, or all other materials (collectively, "Content") necessary to achieve the Intended Purpose or the general operation of the Harborport Platform.

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You hereby grant Harborport an unlimited, world-wide, royalty free, assignable, irrevocable, and perpetual license to use, modify, publicly perform, publicly display, reproduce, distribute and redistribute any and all Content you place in the Harborport Platform, including derivatives, which shall entirely encompass all information and data you input, upload, describe, edit, or otherwise provide to Harborport as part of the Intended Purpose of the Harborport Platform as soon as it is received in the Harborport Platform. Harborport disclaims any ownership rights in your trademarks or copyrights, the unique design or configuration of your technical environment, those tools, techniques, or intellectual property owned by you or others as part of your technical environment, and the abstracted and independent description of yourr technical environment that may be uploaded as unique and distinct Content into the Harborport Platform as part of the Intended Purpose and normal operation of the Harborport Platform. After posting your Content to the Harborport Platform, you continue to retain all ownership rights in such Content, and you continue to have the right to use your Content in any way you choose. 

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You represent and warrant you own the Content posted by you on or through the Harborport Platform or otherwise have the right to grant the license set forth in this section; that your inputing or uploading of Content into the Harborport Platform does not violate the privacy rights, publicity rights, copyrights, contract rights, or any other rights of any person or entity. You agree to pay for all royalties, fees, and any other sums of money owing any person by reason of any Content posted by you to or through the Harborport Platform.

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9. Content Removal and Platform Governance

Harborport reserves the right to remove or modify any Content in the Harborport Platform that, in Harborport’s sole judgment, may violate the terms of this Agreement or which may be offensive, illegal, or violate the rights of, potentially or actually harm, or threaten the safety of any person. Harborport assumes no responsibility for or liability stemming from monitoring or failure to monitor the Harborport Platform for inappropriate Content or Visitor, User, or Customer conduct.

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You as a Visitor, User, or Customer are additionally prohibited from certain activities when accessing or using the Harborport Platform including, but not limited to, uploading and storing Content that: is offensive and promotes racism, bigotry, hatred, physical harm, or harassment of any kind against any group or individual; exploits people in a sexual or violent manner; contains nudity, violence, or offensive subject matter or contains a link to an adult website; promotes information that known to be false, misleading, or is illegal; activities or conduct that are abusive, threatening, obscene, defamatory or libelous; promotes an illegal or unauthorized copy of another person or entity's copyrighted work, such as providing illegally copied or “pirated” computer programs, music, or links to either; involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, "spimming," or "spamming"; furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal products or goods, violating the privacy of an individual, or providing or creating computer viruses; solicits passwords or personal identifying information for commercial or unlawful purposes from other Visitors, Users, or Customers; involves commercial activities and/or sales without our prior written consent; covers or obscures any of the Harborport marks when using Harborport services; is automatically created by any sort of script meant to automatically generate false or purposely corrupting information or data; involves using the account, username, or password of another User or Customer at any time; or in any way uses the Harborport Platform in a manner inconsistent with any and all applicable laws and regulations in effect at the time of access. This list is non-exhaustive and may at any time be changed by Harborport. Harborport additionally reserves the right to investigate and take appropriate action against anyone who, in Harborport's sole discretion, violates any provision herein. 

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10. Registration, Security, and User Responsibilities

Various features and components of the Harborport Platform may require you to register and obtain a user name.  Where a user name is required, you will also be asked to choose a password. You are entirely responsible for maintaining the confidentiality and security of your Harborport Platform credentials. You further agree not to access or use the account, username, or password of another Visitor, User, or Customer at any time or to disclose your individual credentials to any third party. You are required to notify Harborport immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account.

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11. Privacy

The information that you provide us about you will be used in accordance with the terms of our Privacy Policy.

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12. Disclaimers and Limitation on Liability

The information or Content, services, and tools available to you as a Visitor, User, or Customer on the Harborport Platform may contain errors and may be subject to periods of service interruption. You agree Harborport is not responsible or liable for any inaccurate Content, whether caused by Visitors, Users, Customers, or from a technical malfunction of the Harborport Platform. Contained within the Harborport Platform may be links to affiliated or unaffiliated websites or services. Harborport is not responsible for and disclaims liability stemming from the functionality or appropriateness of any such links for any purpose as well as the inherent functionality, availability, or the appropriateness for a particular purpose of the Harborport Platform. 

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HARBORPORT PROVIDES THE INFORMATION, SERVICES AND PRODUCTS AVAILABLE ON THE HARBORPORT PLATFORM IN AN "AS IS" CONDITION WITH NO WARRANTIES WHATSOEVER. ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS ARE HEREBY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. IN NO EVENT SHALL HARBORPORT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE HARBORPORT PLATFORM, EVEN IF HARBORPORT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

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13. Force Majeure

By accessing or using the Harborport Platform, you agree that Harborport, its partners and/or affiliates shall not be liable for the failure to perform or the delay in the performance of all or any part of its obligations under this Agreement to the extent that such failure or delay is due to any cause or circumstance reasonably beyond the control of Harborport including, without limitation, acts of God, technical breakdowns or interruptions of any kind, fire, flood, storms, earthquake, strike or other labor dispute, acts of terrorism, government requirement, pandemics or pestilence, or civil or military authority. 

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14. Indemnification

You agree to indemnify and hold Harborport, its officers, directors, owners, agents and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Harborport Platform, the violation of these terms and conditions by you, or the infringement by you, or other Visitors, Users, or Customers using your equipment, of any intellectual property rights or any other rights of any person or entity. Harborport reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.

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15. Miscellaneous

Harborport reserves the right, in its sole discretion, to suspend, modify, add or erase at any time the component parts of the Harborport Platform such that features or services may be added, updated, or removed in their entirety. Harborport disclaims any and all liability related to your reliance on such features or services.

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16. Applicable law

The terms and conditions in this Agreement are to be interpreted in accordance with the laws of the United States and where applicable, the State of Ohio, without regard to its conflicts of laws. Neither the United Nations Convention on the International Sale of Goods, nor the Uniform Computer Information Transactions Act shall apply.

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17. U.S. Export Compliance

The Harborport Platform may contain technical data and are therefore be subject to United States export control regulations. Visitors, Users, and Customers shall obtain, at their own expense, all necessary licenses, permits, and regulatory approvals required by any and all governmental authorities and agencies having jurisdiction over the export and re-export of technical data. Under no circumstances shall Users and Customers access and use or continue to access and use the Harborport Platform if not in compliance with U.S. export control regulations. Such noncompliance shall be grounds for immediate termination of access to the Harborport Platform without recourse.  

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18. Waiver and Severability

The failure of HARBORPORT at any time to require performance by a Visitor, User, or Customer of any provision in this Agreement is not to affect in any way the full rights of HARBORPORT to require such performance at any time thereafter, nor is the waiver by HARBORPORT of a breach of any provision of this Agreement to be taken or held to be a waiver of the provision itself or any future breach. No waiver shall be effective unless made in writing.

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If any provision of the Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall be interpreted so as best to reasonably effect the intent of the parties. Additionally, you and Harborport further agree to work in good faith and replace any such invalid or unenforceable provisions with valid and enforceable provisions designed to achieve, to the greatest extent possible, the business purposes and intent of such invalid and unenforceable provisions.

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19. Entire Terms

This Agreement, incorporating by reference all Harborport policies, notices, and other communications, constitutes the entire agreement between you and Harborport with respect to the Harborport Platform. It supersedes all other agreements and understandings, whether written or oral, between you and Harborport with respect to the Harborport Platform which may have been made prior to the date you first accessed or used the Harborport Platform which subsequently constituted your agreement to the terms and conditions contained herein. There are no representations, warranties, understandings or other agreements relating to the Harborport Platform which are not fully expressed in this Agreement provided you have not executed a Platform Agreement with Harborport. No amendment, modification, waiver or discharge of this Agreement shall be valid unless in writing and signed by an authorized representative of Harborport. 

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20. How to Contact Harborport

For inquiries about this Agreement or other aspects of your relationship with Harborport, please send an email request to legal@harborport.io or contact us at Harborport, Inc., 292 N Market Street, Mount Sterling, OH 43143.

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Last Updated: August 3, 2023