Effective from October 2022
Please read these terms and conditions that follow (“Terms”) carefully as they form a contract between you and Harbor Labs LLC (“Harbor Labs”, “we”, “our” or “us” ). These Terms govern your access and use of our Services. “Services” refers individually and collectively to the Harbor Labs website, platform, APIs, mobile applications (each, an “App”), and any software services provided by Harbor Labs, as well as all written or electronic materials including software, data, text, audio, video, images, photos, graphics, or other content (“Content”). These Terms refer to the individual or entity using the Services (including any component of the Services) as “you” or “your.”
By accepting these Terms electronically (for example, clicking “I Agree”), accessing or using the Services, purchasing Services, registering for an account with us, executing these Terms, or accepting an Order that references these Terms, you are accepting and agreeing to these Terms and the policies and guidelines referenced in these Terms. If you do not agree to these Terms then you may not use the Services.
We will notify you of amendments to these Terms by either: (a) posting the revised terms on our website; (b) sending you an email notification to the email address that you provided to us as part of your account registration, or a notification via SMS or other messaging service or (c) presenting the revised Terms to you when you log into the Services. It is your responsibility to provide and update your external email address, check for such notices, and make sure our notices have not been trapped by your spam filter. It is your responsibility to periodically revisit these Terms as posted on our website. The updated Terms will become effective the earlier of: (a) when you accept it online or offline; or (b) after we post or email the update, in which case your continued use of any of the Services or failure to cancel your account will indicate your acceptance of the amendment.
THESE TERMS REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES ON AN INDIVIDUAL BASIS, RATHER THAN JURY TRIALS OR ON RESOLUTION BY CLASS ACTION, AS FURTHER DESCRIBED IN SECTION 7.
The Services may generally be accessed through the Harbor Labs website or through a third party provider approved by Harbor Labs. The Services may allow for, and may include, without limitation: (i) creation of multi-chain wallets to store, send, and receive eligible cryptocurrency and digital assets (including Supported NFTs, referenced herein as “Digital Assets”) and broadcast transactions programmatically (“Harbor Wallet”); (ii) the viewing of addresses and information related to Digital Assets (such as your historical transactions and prices provided by third-party providers); (iii) access to certain decentralized exchanges and applications, as well as certain off-chain environments or layer 2 blockchains; and (iv) access to additional functionality or features as Harbor Labs may add from time to time. For purposes of these Terms, “Supported NFTs” shall mean tokens representing ownership of a unique blockchain-based digital asset complying with the ERC-721, ERC-1155, or other “non-fungible” token standard on Ethereum or another blockchain network that Harbor elects to support. Supported NFTs shall be deemed Digital Assets (as defined herein) for so long as these Terms remain in effect.
Harbor Labs does not own or control the underlying software protocols which govern the operation of the Digital Assets for which Harbor Labs may provide wallet functionality. Digital Asset protocols are subject to changes in protocol rules (referred to as “forks”), and such forks may materially affect the value, function, or name of the Digital Asset. You acknowledge and agree (i) that Harbor Labs is not responsible for operation of the underlying Digital Asset protocols and that Harbor Labs makes no guarantee of their functionality, security, or availability; and (ii) if a fork occurs, Harbor Labs may temporarily suspend the Services relating to the Digital Asset affected, and Harbor Labs may decide not to support the forked protocol entirely or may configure its Services to enable you to transfer the affected Digital Asset.
Harbor Labs controls at most only one of the three private keys for a Digital Asset wallet provided by the Services. You are solely responsible for maintaining the security of the other two private keys. If you appoint a third party to control one or more of your private key(s), whether or not such appointment is made through the Services (e.g., through a key recovery service), Harbor Labs is not responsible for the actions or omissions of such third party. Control of these keys will allow such third party to transfer all of your Digital Assets from your wallets and you may never regain those Digital Assets.
Your wallets and your Digital Assets are your responsibility. Harbor Labs cannot cause transactions transferring Digital Assets from your wallets except in conjunction with a request or instruction through the Services by you or someone holding your private keys. You may need the private keys not controlled by Harbor Labs to initiate transfer of Digital Assets.
You are responsible for maintaining adequate security and control of any and all log in IDs, passwords, private keys, personal identification numbers (PINs), and any other codes that you use to access the Services. You will be solely responsible for the private keys that we provide to you or that you generate for Harbor Wallets, and maintaining secure back-ups. You will prevent unauthorized access to or use of the Services using your account credentials or private keys, and notify us promptly of any such unauthorized access or use. You must keep your account ID, passwords and any other account credentials confidential and not authorize any third party to access or use the Services on your behalf, unless we provide an approved mechanism for such use. You will notify us at support@harbor.com of any security breach of your account, system or network as soon as possible. You will cooperate with us in the investigation of any suspected unauthorized access to or use of the Services using your account credentials or private keys, and any security breach of your account, system, or network, and provide us with the results of any third-party forensic investigation that you undertake. You will be responsible, and Harbor Labs will have no liability, for all activity that takes place with your Harbor Labs Services account accessed using your account credentials, whether or not authorized by you.
You must be at least 18 years old, or such higher age required by applicable law, to register for a Harbor Labs Services account. You will provide Harbor Labs and its affiliates with accurate, current, and complete information about yourself if prompted by the registration process or as Harbor Labs may, from time to time request, and keep such information updated. You authorize Harbor Labs to make any inquiries that it considers necessary to validate your identity and you agree that Harbor Labs may do so using third party service providers.
The Services may contain features designed to interoperate with a third party service, program, website or Content that is provided, owned or licensed by you or a third party (“Non-Harbor Labs Application”). To use such features, you must procure Non-Harbor Labs Applications from the providers of such Non-Harbor Labs Applications, and may be required to grant us access to your account on the Non-Harbor Labs Applications. If you enable a Non-Harbor Labs Application for use with the Services, you grant us permission to allow the provider of that Non-Harbor Labs Application to access your information and the information of any individual or entity that directly or indirectly accesses or uses the Services under your account (“End User Data”) as required for the interoperation of that Non-Harbor Labs Application with the Services. We are not responsible for any disclosure, modification or deletion of Content or End User Data resulting from access by a Non-Harbor Labs Application. If the provider of a Non-Harbor Labs Application ceases to make the Non-Harbor Labs Application available for interoperation with the corresponding Services features on reasonable terms or in any other way limits or restricts the interoperation with the Services, we may cease providing, or we may remove, limit or restrict, those Services features such Services without entitling you to any refund, credit, or other compensation. These Terms will apply to your use of the Non-Harbor Labs Applications except that your relationship with the provider of Non-Harbor Labs Applications may be governed differently by the provider’s own terms and conditions.
In connection with your use of the Services, you may be made aware of or offered services, Content, features, products, Non-Harbor Labs Applications, offers and promotions provided by third parties (individually and collectively, “Third Party Services”). We may make Third Party Services available to you. However, our inclusion or promotion of Third Party Services does not reflect a sponsorship, endorsement, approval, investigation, verification, certification or monitoring of such Third Party Services by Harbor Labs. Your acquisition of Third Party Services, and any exchange of data between you and any non-Harbor Labs provider, is solely between you and such provider. Harbor Labs does not warrant Third Party Services in any way. Under no circumstances will we have any liability for Third Party Services. You will use Third Party Services at your own risk, and under terms and conditions between you and the provider of Third Party Services that are different than the provisions of these Terms. These Terms will apply to your use of the Third Party Services except to the extent that your relationship with the provider of Third Party Services may be governed differently by the provider’s own terms and conditions.
Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with your purchases hereunder. If we have the legal obligation to pay or collect Taxes for which you are responsible, we will invoice you and you will pay that amount unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, we are solely responsible for Taxes assessable against us based on our income, property and employees (“Harbor Labs Taxes”). If applicable law requires you to withhold Harbor Labs Taxes from your payment(s) to Harbor Labs, you will provide reasonable assistance to Harbor Labs in connection with such Harbor Labs Taxes by: (a) promptly providing Harbor Labs with valid tax receipts and other required documentation evidencing your payment of such Harbor Labs Taxes; and (ii) assisting Harbor Labs in filing applications to reduce such Harbor Labs Taxes.
You acknowledge that using Digital Assets, their networks and protocols, involves serious risks. It is your duty to learn about all the risks involved with Digital Assets, their protocols and networks. There are many, and describing these risks could fill chapters of a book. For example, the value of Digital Assets can change rapidly, increase or decrease unexpectedly, and potentially even fall to zero. For example, a bitcoin transaction may be unconfirmed for a period of time (usually less than one hour, but up to one day or longer) and may be never complete if it remains in a pending state. Further, if you send ERC 20 tokens to your ether wallet that does not support ERC 20 tokens, your tokens will be lost entirely and will not be recoverable.
You acknowledge the following material risks associated with Digital Assets: (a) Digital Assets are not legal tender, are not backed by the government, and accounts and value balances are not subject to federal deposit insurance corporation or securities investor protection corporation protections; (b) legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of Digital Assets; (c) transactions in Digital Assets may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable; (d) some Digital Asset transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that the customer initiates the transaction; (e) the value of Digital Assets may be derived from the continued willingness of market participants to exchange fiat currency for Digital Assets, which may result in the potential for permanent and total loss of value of a particular Digital Asset should the market for that Digital Asset disappear; (f) there is no assurance that a person who accepts a Digital Asset as payment today will continue to do so in the future; (g) the volatility and unpredictability of the price of Digital Assets relative to fiat currency may result in significant loss over a short period of time; (h) the nature of Digital Assets may lead to an increased risk of fraud or cyber attack; and (i) the nature of Digital Assets means that any technological difficulties experienced by the Harbor may prevent the access or use of a user’s Digital Assets.
Even if Harbor Labs alerts you to some of the risks involved with Digital Assets, their protocols and networks, Harbor Labs has no responsibility to alert you to all these risks. Harbor Labs has no control over, and makes no representations regarding the value of Digital Assets, or the security of their networks or protocols.
Harbor Labs may, in its sole discretion, make unscheduled deployments of changes, updates or enhancements to the Services at any time. We may add or remove functionalities or features, and we may discontinue the Services altogether. Depending on your device settings, we may automatically check your version of the App, and automatically download to your device new versions of the App.
Certain Third Party Services and Non-Harbor Labs Applications are not operated by identified entities but rather can be accessed directly through an interaction between your wallet and a program(s) deployed and accessible on a blockchain network via a smart contract. These products may allow you to benefit from various services without having to provide your personal information to an intermediary. When using these products, , you assume all risks and liabilities that may arise from such use, including the responsibility for any fees charged via the product hat you may incur by accessing such applications from the Services.
Please review our privacy policy located at https://www.harbor.com/privacy (“Privacy Policy”) to understand our commitments in maintaining your privacy. You agree to the collection, use and disclosure of information as described in Privacy Policy.
We may send you emails or other electronic communications regarding the Services including notices, updates, and amended Terms. We may also send you emails with promotional information and materials regarding Harbor Labs's products and services that you may unsubscribe from by following instructions provided in the email. For contractual purposes, you: (1) consent to receive communications from Harbor in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Harbor provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.
We reserve the right to temporarily suspend or terminate your access to the Services at any time in our sole discretion, with or without cause, and with or without notice, without incurring liability of any kind. For example, we may suspend or terminate your access to or use of the Services for: (a) the actual or suspected violation of these Terms; (b) the use of the Services in a manner that may cause Harbor Labs to have legal liability or disrupt others' use of the Services; and (c) scheduled downtime and recurring downtime, or unplanned technical problems and outages.
You will not, nor encourage or assist any third party to: (a) use any unauthorized means to gain access to the Services or use any automated process or service (such as a bot, a spider, or periodic caching of information stored by Harbor Labs) to access or use the Services, or distribute instructions, software or tools for that purpose; (b) modify, alter, tamper with, repair, disassemble, decompile, reverse engineer, or otherwise create derivative works of the Services or any software or intellectual property component thereof; (c) interfere with or disrupt servers or networks used by Harbor Labs to provide the Services; (d) damage, disable, overburden, or impair the Services (or any network connected to the Services); (e) attempt to gain unauthorized access to the Services or their related systems, networks, or software or use the account of another user at any time except by a mechanism provided by Harbor Labs and authorized by such user; (f) use the Services in any manner or for any purpose other than as expressly permitted by these Terms, the Privacy Policy, any Harbor Labs user guides and policies available via the Services; (g) engage in any unlawful, fraudulent, or unethical activity (including making any false or misleading statements about Harbor Labs or any deceptive, misleading, or unethical practices that are, or might be, detrimental to Harbor Labs) or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data (including any scraping, collection and harvesting of any data or Content related to the Services); (h) send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (i) advertise or promote a commercial product unless your account is subject to a separate contract governing that relationship and your compensation to Harbor Labs; (j) remove, alter, or obscure any proprietary notices embedded with the Services, including copyright notices; or (k) cause or permit any third party to do any of the foregoing. Harbor Labs may determine, in its sole discretion, whether and what action to take in response to a claimed violation of these Terms and any action or inaction in a particular instance will not dictate or limit our response to a future complaint.
For avoidance of doubt, if applicable to a particular Service, Harbor Labs retains sole discretion to limit your usage of the product or offering in any way (including, without limitation, by limiting the number of transactions or API requests you may submit and restricting your usage if such usage exceeds any specified threshold or restriction).
The App is subject to applicable U.S. export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the App. You may not transfer the App to anyone or anywhere on U.S. government exclusion lists (for example, the Commerce Department's compliance list (https://www.bis.doc.gov/complianceandenforcement/liststocheck.htm). You represent and warrant that you're not on any of such lists or under the control of or an agent for anyone on such lists. You may not take a copy of the App to a U.S.-embargoed country or use the Services in violation of any U.S. export law or regulation.
You represent and agree that Digital Assets deposited to your Harbor Wallet are not sourced or obtained from any individual or entity that is, or is owned or controlled by persons that are: (i) the subject of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”); or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions (including Crimea, Cuba, Iran, North Korea, and Syria) (a “Sanctioned Country”).
Harbor Labs grants you a personal, non-transferable, non-exclusive license to use the Services as provided to you by Harbor Labs. This license is conditioned upon and restricted by the terms and conditions in these Terms. Further, this license is for personal and non-commercial use. You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile the Services, or otherwise attempt to extract the source code of the Services, or any part thereof, except (and solely) to the extent permitted by applicable law. You may not assign (or grant a sub-license of) your rights to use the Services, grant an interest in or over your rights to use the Services, or otherwise transfer any part of your rights under these Terms. If Harbor Labs provided you access to any of the Services (for example, a mobile app) in return for a fee, this license is conditioned on your payment of the fees due. These Terms do not grant to you any license or permission to copy, distribute, modify or otherwise use any application programming interface, notwithstanding any provision to the contrary. No title to or ownership of any proprietary rights related to the Services, Harbor Content, or any derivative or feedback thereto is transferred to you pursuant to these Terms. All rights not explicitly granted to you under these Terms are reserved by Harbor Labs or the relevant rights holder, as applicable. You agree to not, at any point, assert or contest ownership of any of the foregoing in any way. Some of our Content and Content that we source from third parties (“Third-Party Content”) may be provided to You under a separate license, such as the Apache License, Version 2.0, or other open source or other license.In the event of a conflict between these Terms and any separate license, the separate license will prevail with respect to the Content and Third-Party Content that is the subject of such separate license.
Harbor Labs grants you no license or consent to use or display or use in any manner Harbor Labs’s trademarks, service marks, logos or slogans. In the event that you provide comments, suggestions and recommendations to us with respect to the Services (including modifications, enhancements, improvements or suggested changes to the Services, or any feature or function of the Services) (collectively, ”Feedback”), you hereby grant us and our affiliates a universe-wide, royalty free, irrevocable, perpetual license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, publicly perform and otherwise exploit such Feedback without restriction, including in connection with the Services and any updates, extensions or successive versions of the Services.
Without limitation of the Agreement, you understand and agree that: (a) Harbor Labs does not screen, evaluate, pre-vet, guarantee the functionality of, or provide assurance of any kind regarding any Supported NFT (or its underlying smart contract, NFT collection, or related price data from third parties); (b) Harbor Labs is not liable for any errant or unexpected behavior of a NFT smart contract; (c) specific protocols related to each NFT may differ and it is your sole responsibility to be aware of, and consider the differences between, the various protocols and to send only Supported NFTs to your Harbor Wallet; (d) your continued use of NFTs may depend on elements beyond Harbor Labs’s control, including applicable protocols; and (e) you are solely responsible for complying with applicable laws in relation to its ownership and use of its NFT holdings. Harbor Labs reserves the right to discontinue supporting any NFT due to legal, regulatory or reputational reasons (as determined by Harbor Labs in its sole discretion), and on written notice to you, you agree to promptly retrieve any such NFTs from your Harbor Wallet.
You acknowledge that Digital Assets and your use thereof may not be subject to protections or insurance provided by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation or the protections of any comparable organization anywhere in the world. As a software provider, Harbor Labs is not regulated by any federal, national or state regulatory agency and is not subject to the examination or reporting requirements of any such agencies. For avoidance of doubt, Harbor Labs is not registered with the U.S. Securities and Exchange (“SEC”), the Commodity Futures Trading Commission (“CFTC”), and does not have a broker-dealer license in any jurisdiction.
Digital Assets associated with pending transactions may not be included in your account balance or be available for different transactions. You cannot cancel, reverse, or change any transaction marked as complete or pending. Harbor Labs reserves the right to refuse to allow you to execute a transaction using the Services that we suspect involves (or has a high risk of involvement in) money laundering, terrorist financing, fraud, or any other type of financial crime.
You are responsible for the Content that you provide or make available via the Services (“User Content”), or that other users provide or make available. Harbor Labs will have no liability of any kind as a result of the deletion of, correction of, destruction of, damage to, loss of or failure to store or encrypt any User Content. If your access to the Services is suspended or terminated, you will not have access to the User Content.
If you enable the features that allow you to share User Content with others, anyone you've shared User Content with (including the general public, in certain circumstances) may have access to your User Content.
You hereby grant Harbor Labs and its contractors the right to use, modify, adapt, reproduce, distribute, transmit, display and disclose User Content as reasonably necessary to provide the Services or as otherwise permitted by these Terms. You represent and warrant that: (a) you have all the rights in the User Content that you provide necessary for you to use the Services and to grant the rights in these Terms; and (b) the storage, use, display, reproduction, distribution, modification, adaptation or transmission of such User Content doesn't violate any law or these Terms.
You will: (a) be solely responsible for the nature, quality and accuracy of the User Content; (b) ensure that the User Content (including the storage or transmission thereof) complies with these Terms and any and all applicable laws, and regulations; (c) promptly handle and resolve any notices and claims relating to the User Content, including any notices sent to you by any person claiming that any User Content violates any person's rights, such as take-down notices pursuant to the Digital Millennium Copyright Act and any other notices; and (d) maintain appropriate security, protection and backup copies of the User Content, which may include, your use of additional encryption technology to protect the User Content from unauthorized access.
You will not store or transmit inappropriate User Content, including any User Content: (a) containing unlawful, defamatory, threatening, pornographic, abusive, libelous or otherwise objectionable material of any kind or nature, (b) containing any material that encourages conduct that could constitute a criminal offense, or (c) that violates the intellectual property rights or rights to the publicity or privacy of others; (d) containing or that uses software viruses or other harmful or deleterious computer code, files or programs such as Trojan horses, worms, time bombs, cancelbots, or spyware; or (f) that harms, threatens, or harasses another person, organization, or Harbor Labs.
You understand and consent to the storage and processing of User Content and any other personal information in the United States. Harbor Labs reserves the right to store and process personal information outside of the United States.
We may charge fees for all or part of the Services, which will be disclosed at the time you access the Service. Harbor Labs reserves the right to change those fees at any time. You agree to pay all fees for Services. Payment obligations are non-cancelable and fees paid are non-refundable. You may also incur charges from third parties for use of Third Party Services or Non-Harbor Labs Applications (as defined herein) (“Third Party Fees”), which may not be charged by or paid to Harbor. Notwithstanding, on top of such Third Party Fees, Harbor Labs reserves the right to charge fees for providing the integration, access, or facilitating the use such Services through the Harbor Wallet, which may be charged directly or indirectly if already included in the Third Party Fees and paid by the Third Party to Harbor Labs on your behalf. In any event, Harbor will fully display all applicable fees payable to it in connection with any activity at the time of the transaction. Harbor Labs may also separately collect fees or other payments from Third Parties based on your use of Third Party Services or Non-Harbor Labs Applications.
Harbor Labs’s fees do not include fees or deductions that may be incurred by the operation of the network protocol associated with its Digital Asset. Such fees can be substantial. For example, the Bitcoin network requires transaction fees to be paid to miners, and the Ethereum network requires fees for transactions and for the creation of each wallet. These fees may change at any time and are outside of our control. It is your sole responsibility to know and understand such network-related fees and deductions. You are solely responsible for paying all such network fees.
You agree to indemnify and hold Harbor Labs and its subsidiaries, affiliates, officers, agents, employees, partners, suppliers, and licensors harmless from any claim, action, investigation or demand, including reasonable attorneys' fees, arising out of or relating to: (a) User Content; (b) use of the Services by you or under your account; or (c) your violation of these Terms or of any third party rights. Harbor Labs will use commercially reasonable efforts to notify you of any such claim, action, investigation or demand that is subject to your indemnification obligation.
ACCESS TO AND USE OF THE SERVICES IS AT YOUR SOLE RISK. HARBOR LABS PROVIDES THE SERVICES “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HARBOR LABS MAKES NO (AND SPECIFICALLY DISCLAIMS ALL) REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION: (A) ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, THAT THE CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED; (B) ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT; OR (C) ANY WARRANTY ARISING OUT OF ANY COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. HARBOR LABS MAKES NO WARRANTY OR REPRESENTATION AND DISCLAIMS ALL RESPONSIBILITY AND LIABILITY FOR: (I) THE COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, SECURITY OR RELIABILITY OF THE SERVICES OR ANY CONTENT; (II) ANY HARM TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SERVICES OR ANY CONTENT; (III) THE DELETION OF, OR THE FAILURE TO STORE OR TO TRANSMIT, ANY CONTENT AND OTHER COMMUNICATIONS MAINTAINED BY THE SERVICES; AND (IV) WHETHER THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM HARBOR LABS, ITS AFFILIATES, RELATED COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, OR LICENSORS (COLLECTIVELY, “RELEASED ENTITIES”), OR THROUGH THE SERVICES, WILL CREATE ANY WARRANTY OR REPRESENTATION.
FROM TIME TO TIME, HARBOR MAY OFFER NEW BETA FEATURES, FUNCTIONALITIES, OR TOOLS FOR EXPERIMENTAL USE BY USERS. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES, WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED IN HARBOR’S SOLE DISCRETION.
IN NO EVENT WILL HARBOR LABS, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, PARTNERS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, LOSS OF DIGITAL ASSETS, OR USER CONTENT) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF ANY OF THE FOREGOING PARTIES HAVE BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT WILL THE AGGREGATE LIABILITY OF HARBOR LABS, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, PARTNERS, SUPPLIERS, AND LICENSORS LIABILITY ARISING FROM OR RELATING TO THESE TERMS OR THE SERVICES EXCEED THE GREATER OF: (A) $50, OR (B) THE AMOUNT PAID, IF ANY, BY YOU TO HARBOR LABS FOR THE SERVICES IN THE TWELVE MONTHS BEFORE YOUR CLAIM AROSE. THE FOREGOING LIMITATION APPLIES UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE.
THESE LIMITATIONS AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages. To the extent that you reside in a jurisdiction where applicable law does not permit Harbor Labs to limit its liability to the extent set forth in this Section, then such limitations may not apply to you.
YOU AND HARBOR LABS AGREE THAT ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR ANY OF THE SERVICES (INCLUDING THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION OR VALIDITY THEREOF, INCLUDING THE DETERMINATION OF THE SCOPE OR APPLICABILITY OF THESE TERMS TO ARBITRATE) SHALL BE DETERMINED BY BINDING ARBITRATION INSTEAD OF IN COURTS OF GENERAL JURISDICTION. The language to be used in the arbitral proceedings will be English. You agree that you and Harbor Labs are each waiving the right to a trial by jury and to participate in a class action. This arbitration provision shall survive any termination of other terms.
The arbitrator shall not have the power to award damages that are limited or waived by these Terms (such as punitive damages, treble damages, or any other damages which are not compensatory), to the extent such limitation or waiver is permitted under applicable law, and the parties waive any right to recover any such damages. Further, the arbitrator shall have no power to issue any award that is contrary to or inconsistent with any applicable statute, case law or constitutional law, to modify, change or excuse performance of any material term of these Terms, or to award equitable relief. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded, which will be final and binding. The arbitration proceedings and decision of the arbitrator shall be kept confidential (and may not be disclosed) by the parties or the arbitrator, except to the extent necessary to compel any award made by the arbitrator.
The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures, or if you reside outside the U.S.A., pursuant to JAMS International Arbitration Rules (in each case, the “Rules”). JAMS’s rules are available at www.jamsadr.com or by calling JAMS at 800-352-5267. The arbitration hearings will take place in Palo Alto, California.
YOU AND HARBOR LABS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Harbor Labs agree otherwise, the arbitrator may not consolidate more than one person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding.
Notwithstanding any other provision in this Section to the contrary, either party will at all times be entitled to seek and obtain injunctive relief from infringement or threatened infringement of its intellectual property rights, or misappropriation of its trade secrets, in any court having jurisdiction. Each party agrees that notice of arbitration may be serviced by written notice as provided by Section 10.1. The prevailing party will be entitled to an award of the costs and expenses of the arbitration, including attorneys’ fees and expert witness fees to the fullest extent permitted by law.
You may also have the right to opt out of this Arbitration Agreement by sending written notice of your decision to opt out to the address provided in Section 10.1 or via email to support@harbor.com within thirty (30) days after first becoming subject to this Arbitration Agreement. Notice must include your name and address and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of the Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
These Terms shall be governed by, subject to, and interpreted in accordance with the laws of the state of California, and the federal laws of the U.S.A., each without regard to conflict of laws principles. The parties agree that these Terms and the transactions contemplated therein shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. If arbitration cannot be compelled, then the parties: (a) hereby irrevocably consent to the jurisdiction of, and venue in, any federal or state court of competent jurisdiction located in Santa Clara County, California for the purposes of adjudicating any action or proceeding to enforce these Terms; and (b) each party waives, to the fullest extent permitted by law, any objection that it may now or later have to such venue and any claim that any such action or proceeding brought in any such court has been brought in an inconvenient forum.
If you believe that your Content has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please notify Harbor’s legal team by written communication (by email with an attached and signed PDF or by fax) that sets forth the items specified below:
Our address for infringement notices: Harbor Labs, Inc. Attn: Legal, 2443 Ash Street,, Palo Alto California, 94306.
Except as otherwise specified in these Terms, all notices hereunder shall be in writing and shall be effectively given upon: (i) personal delivery, (ii) delivery of certified or registered mail, or by courier service, (iii) the first business day after sending by email. Notices shall be deemed to have been given, delivered and received upon receipt or attempted delivery (if receipt is refused), as the case may be, and the date of delivery identified by the applicable postal service on any return receipt card or confirmation by courier service, even if such delivery was refused. Notices to you will be addressed using the contact information you provided to us in connection with your account. Notices to us will be addressed to us at our contact information below. Either party may update their contact information for notice purposes by giving the other party appropriate notice under this Section.
Our address for notices: Harbor Labs LLC. Attention: Legal Notices, 2443 Ash Street, Palo Alto, California 94306 (with a courtesy copy to legal@harbor.com).
These Terms, including the Privacy Policy and other terms, policies and guidelines incorporated by reference, constitute the entire agreement between you and Harbor Labs and govern your use of the Services, superseding any prior agreements between you and Harbor Labs with respect to the Services. The following Sections will survive any termination of these Terms: 1.2, 1.4, 1.5, 1.7, 1.8, 1.9, 1.10, 2.1, 2.2, 2.4, 2.7, and 3-10. Without limiting the generality of the foregoing, the sections regarding the Services and use thereof, intellectual property rights and licenses, disclaimer of warranties, limitations of liability, indemnification, governing law, dispute resolution, and any other general section that, by its nature and content, is necessary to achieve the fundamental purposes of these Terms will survive the termination or expiration hereof. Termination of these Terms shall not be construed to waive or release any claim that a party was entitled to assert at the time of such termination.
Regardless of any statute or law to the contrary, any claim or cause of action arising out of a breach of these Terms or your use of the Services must be filed within one (1) year after such claim or cause of action arose or be forever barred. This limitation will not apply to misappropriation or infringement of intellectual property rights.
Harbor Labs and you are not legal partners or agents of each other; instead, our relationship is that of independent contractors. You may not assign or delegate these Terms, your obligations, rights or responsibilities. Any attempt by you to do so is void. Harbor Labs may assign or delegate these Terms, its obligations, rights and responsibilities, in whole or in part, at any time with or without notice to you.
If you are a U.S. government entity, you acknowledge that any software and documentation that are provided are “Commercial Items” as defined at 48 C.F.R. 2.101, and are being provided as commercial computer software subject to the restricted rights described in 48 C.F.R. 2.101 and 12.212.
If any provision of these Terms is found by a court of competent jurisdiction or arbitrator to be invalid or unenforceable, the parties agree that the court or arbitrator should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. If the court or arbitrator cannot do so, then the parties agree that the court or arbitrator should strike the invalid or unenforceable provisions, and that the remaining provisions be given their full force and effect.
If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and promising to Harbor Labs that you have the authority to bind that organization to these Terms (in which event, “you” and “your” will refer to that organization). Nevertheless, each individual that uses the Services or accepts these Terms on behalf of an organization agrees that the permissions given to Harbor Labs under these Terms, and the restrictions and limitations to the rights of persons and entities using the Services, apply to each such individual. You may use the Services only in compliance with these Terms and only if you have the power to form a contract with Harbor Labs and are not barred under any applicable laws from doing so.
The word “or” as used in these Terms has the meaning equivalent to “and/or.” The terms ‘include’ and ‘including’ will be deemed to be immediately followed by the phrase “without limitation”. These Terms do not confer any rights or benefits to any third party beneficiaries. The headings appearing at the beginning of sections have been inserted for identification and reference purposes only and must not be used to construe or interpret these Terms. The word “will” expresses an obligation equivalent to “shall.” These Terms will not be construed in favor of or against any party by reason of the extent to which any party participated in the preparation of these Terms. We each agree to contract in the English language. No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right.