New Harbor Services Terms of Use

Last Updated February 11, 2025

These Terms of Use (“Agreement”) are between Chiavi, Inc. (referred to as “New Harbor”, “we”, “us” or “our”) and you or the company that you identified when establishing your account (“you” or “your”) and govern your use of the New Harbor website (“Site”) and access to and use our free security and/or compliance office hours / advisory services (“Services”). This Agreement forms the legal agreement between you and New Harbor. Please review these Terms of Use carefully. If you do not agree to this Agreement, you should not access our Services.

1. Agreement; Updates

a. This Agreement describes the terms and conditions of the Site and governs your access to and use of the Services (our Services together with the advice and other content we provide you (“Advice”) as well as the Site are referred to collectively as “New Harbor Materials”). You should read this Agreement carefully before accessing or using the New Harbor Materials. By clicking “I Agree” or continuing to access or use the New Harbor Materials, you agree to the terms of this Agreement.

b. New Harbor may update these Terms of Use periodically to reflect changes in our services, legal requirements, or business practices. If we make material changes, we will notify you through methods such as email or a notice on the Site. Your continued use of the New Harbor Materials after the updated Terms of Use take effect constitutes your acceptance of the changes. If you do not agree to any updated Terms of Use, you must immediately stop using the New Harbor Materials. The latest version of these Terms of Use will always be available on the Site, along with the date of the last update.

2. Privacy Policy

We value your privacy and are committed to protecting the information you provide. Please review our Privacy Policy to understand how we collect, use, and safeguard your data. You acknowledge and agree to the terms outlined in the Privacy Policy which are hereby incorporated by reference into this Agreement.

3. Ownership; Use; Intellectual Property

a. New Harbor retains all ownership rights, title and interest (including all intellectual property rights) worldwide to the New Harbor Materials, including the related software, materials, and any content provided to you or made available on the Site. No rights are granted to you other than as expressly set forth in these terms. All trademarks, service marks and trade names are owned by New Harbor. Except for any information that is in the public domain, you are not authorized to reproduce, transmit or distribute the proprietary information provided to you in connection with our Services. Under no circumstances will you acquire any ownership rights or other interest in any content by or through your use and/or access to our New Harbor Materials. By providing information to us in connection with the Services or by posting information through the Site, you agree that you own or have the right to grant to us, and do hereby grant to us, the right to use, copy, create derivatives of, and publish such information for purposes of providing the Services.

b. New Harbor grants you a limited, revocable, nonsublicensable, nonexclusive license to use the Services solely for your own personal use and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works, or other use. You agree not to copy or reverse engineer the New Harbor Materials, or use the New Harbor Materials in violation of any law. The use and access to the New Harbor Materials is at our discretion and New Harbor may terminate your use and/or access to the New Harbor Materials at any time for any reason.

c. Advice and documents that you receive from the Site or from New Harbor personnel may only be used for your internal business purposes and shall not be used for any commercial purpose.

d. All rights are reserved; no part of the New Harbor Materials including any information, images, photos, trademarks & logos may be copied, republished, posted, broadcast or reproduced in any form whatsoever without our prior written permission from New Harbor.

e. You may provide feedback from time to time on the New Harbor Materials, including the Advice (“Feedback”). You agree that any Feedback will be the exclusive property of New Harbor, including associated intellectual property rights. We may use Feedback for any purpose without obligation or compensation.

4. Compliance with laws

You agree to comply with all applicable laws regarding your access to and/or use of the New Harbor Materials. You represent that information provided by you is truthful and accurate to the best of your knowledge.

5. Indemnification

You agree to indemnify, defend and hold New Harbor, and our affiliates’, employees, contractors, and advisors harmless from any claim, liability, loss, damage and expense, including reasonable attorney's fees, related to or arising from your violation of this Agreement or your use of the New Harbor Materials, including the Advice.

6. Disclaimer of Warranties

The New Harbor Materials are provided on an “as is”, “as available” basis. You agree that use of the New Harbor Materials, including the Advice, is at your sole risk. New Harbor disclaims all warranties of any kind, including but not limited to any express warranties, statutory warranties, and any implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Your sole and exclusive remedy relating to your use of the New Harbor Materials is to discontinue accessing and using the New Harbor Materials.

7. Limitation of liability

a. Under no circumstances will New Harbor be liable or responsible for any direct, indirect, incidental, consequential (including damages from loss of business, lost profits, litigation, or the like), special, exemplary, punitive or other damages, under any legal theory, arising out of or in any way relating to the New Harbor Materials or your use of the New Harbor Materials, including any Advice or other or content created in connection with our Services, even if advised of the possibility of such damages. Your sole remedy for dissatisfaction with the New Harbor Materials, including the Advice or content received from New Harbor, is to cease all of your use of all New Harbor Materials.

b. You may have additional rights under certain laws which do not allow the exclusion of certain warranties, or the exclusion or limitation of certain damages. To the extent these laws are applicable to this Agreement, the exclusions or limitations in this Agreement that directly conflict with such laws may not apply to you.

8. Termination

Either party may terminate this Agreement at any time, for any reason, upon notice to the other party provided that Sections 2, 3, and 5 through 9 shall survive termination or expiration of this Agreement.

9. Miscellaneous

a. Applicable Law. You agree that this Agreement and any dispute that may arise between you and New Harbor will be governed and construed in accordance with the laws of the State of California, without regard to any conflict of laws principles that would result in the application of the laws of another jurisdiction. Any legal action, suit, or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Santa Clara County, California, and each party irrevocably submits to the personal jurisdiction and venue of such courts.

b. Severability. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.

c. Waiver. The failure of New Harbor to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. Any waiver of any provision of this Agreement by New Harbor must be in writing and signed by an authorized representative of New Harbor.

d. Relationship of the parties. Nothing contained in this Agreement, our provision of the Services, or your use of the New Harbor Materials shall be construed to constitute either party as a partner, joint venturer, employee or agent of the other party, nor shall either party hold itself out as such. Neither party has any right or authority to incur, assume or create, in writing or otherwise, any warranty, liability or other obligation of any kind, express or implied, in the name of or on behalf of the other party, it being intended by both parties that each shall remain independent contractors responsible for its own actions.

e. Entire agreement. This Agreement constitutes the entire Agreement between you and New Harbor and governs your access and/or use of our Services, and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and New Harbor with respect to the Services. Notwithstanding the foregoing, you may also be subject to posted policies (including but not limited to the Privacy Policy), guidelines, or rules that may apply when you use the Site.

f. Notices. You can provide notices to New Harbor at the following email: support@newharbor.co. New Harbor will provide you notices at the email address associated with your account. Notice will be deemed received and effective on the next business day after it is sent, provided that the email is not returned as undeliverable.