Northwarden Terms of Service

Northwarden is designed and offered primarily for business and commercial use.

You represent that:

• you are at least 18 years old;
• you have the legal capacity to enter into this agreement;
• if acting for a company, you have authority to act for that company; and
• you will use Northwarden for lawful business purposes.

Northwarden is not intended primarily for personal, family, or household consumer use.

Northwarden provides software designed to monitor authorized business information and identify issues that might otherwise be overlooked.

Depending on the features and integrations enabled, Northwarden may identify or help surface matters such as:

• missed customer communications;
• customer inquiries requiring attention;
• delayed follow-ups;
• overlooked jobs or work;
• potential missed billing;
• pricing changes;
• vendor or material cost increases;
• potential margin erosion;
• discrepancies between business records;
• operational inconsistencies;
• unusual patterns;
• items requiring review;
• other potentially relevant business events.

Northwarden may present findings, calculations, alerts, summaries, source references, supporting records, and other information to help users review their business operations.

Northwarden is a monitoring and decision-support tool. It does not operate your business for you.

No software system can identify every issue, loss, message, discrepancy, pricing change, billing error, or business opportunity.

Northwarden does not guarantee:

• that every relevant email will be identified;
• that every customer requiring follow-up will be detected;
• that every cost increase will be detected;
• that every margin issue will be identified;
• that every invoice or billing opportunity will be identified;
• that every alert will be correct;
• that every calculation will be accurate;
• that information obtained from a third-party service will be complete or current;
• that Northwarden will prevent financial loss;
• that using Northwarden will increase revenue or profit;
• that Northwarden will recover any particular amount of money;
• uninterrupted or error-free operation.

Northwarden may generate false positives, false negatives, incomplete findings, duplicate findings, or findings based upon incomplete or incorrect source information.

You are responsible for reviewing and verifying important findings before acting on them.

Northwarden is not an accounting firm, law firm, financial adviser, tax adviser, auditor, insurance provider, or professional consulting service.

Information provided through Northwarden is for operational and informational purposes.

Northwarden Findings should not be treated as professional:

• accounting advice;
• tax advice;
• legal advice;
• financial advice;
• audit opinions;
• valuation advice;
• insurance advice.

You should consult qualified professionals where appropriate.

You are responsible for decisions made regarding your business.

Northwarden may call attention to information that appears significant, but you decide:

• whether a finding is correct;
• whether action should be taken;
• how much to charge customers;
• whether to contact a customer;
• whether an invoice should be issued;
• whether a vendor charge is valid;
• how margins should be calculated;
• how business records should be maintained;
• whether professional advice is required.

You should not make significant financial, contractual, employment, tax, legal, or other business decisions solely because Northwarden generated an alert.

You may be required to create a Northwarden account.

You agree to provide accurate account information and keep that information reasonably current.

You are responsible for:

• protecting your login credentials;
• maintaining appropriate access controls;
• activities performed through your account;
• promptly notifying Northwarden if you suspect unauthorized access.

You may not share credentials in a manner that circumvents applicable subscription or user limits.

Organizations may permit employees, contractors, officers, or other personnel to access Northwarden.

The customer is responsible for determining who should have access and what authority those individuals should have.

Actions performed by an authorized user may be treated as actions of the organization that granted the user access.

You are responsible for promptly removing users who should no longer have access.

Northwarden may allow you to connect third-party accounts, including email, accounting, customer-management, job-management, payment, estimating, invoicing, and other business systems.

You authorize Northwarden to access and process information from connected services to provide the Northwarden functionality you enable.

You represent and warrant that:

• you own or control the connected account or otherwise have authority to connect it;
• you have the right to authorize Northwarden's access;
• your use of Northwarden does not violate another person's rights;
• you have any legally required permissions or notices in place.

You may not connect an account that you are not legally authorized to access.

As between you and Northwarden, you retain your rights in the business information you provide or make available through connected services ("Customer Data").

You grant Northwarden a limited right to host, access, process, transmit, reproduce, analyze, and otherwise use Customer Data solely as reasonably necessary to:

• operate the Service;
• perform requested monitoring;
• generate findings;
• provide customer support;
• maintain and secure the Service;
• comply with law;
• perform other activities described in our Privacy Policy.

You do not transfer ownership of Customer Data to Northwarden.

Northwarden's collection and use of personal information is governed by the Northwarden Privacy Policy.

By using Northwarden, you acknowledge that you have reviewed the Privacy Policy.

Where Northwarden processes personal information contained in Customer Data on behalf of a business customer, Northwarden generally acts as a service provider or processor and the customer remains responsible for its obligations regarding that information.

You are responsible for ensuring that your use of Northwarden complies with applicable privacy, employment, communications, recordkeeping, and data-protection laws.

For example, if a business connects an employee inbox, shared mailbox, customer database, or other system containing third-party information, the business is responsible for determining whether it has the authority to do so.

Northwarden does not independently determine whether you have obtained every permission legally required for your particular business.

Northwarden relies in part on information received from you and from third-party systems.

Northwarden is not responsible for errors caused by:

• incorrect accounting records;
• incomplete emails;
• missing transactions;
• improperly configured integrations;
• delayed synchronization;
• incorrect vendor pricing;
• incorrect customer records;
• third-party outages;
• third-party API changes;
• inaccurate information supplied by users;
• deleted, unavailable, or inaccessible records.

Northwarden's output is only as reliable as the information available to it.

Northwarden may integrate with services operated by third parties.

These services may include services provided by companies such as Google, Microsoft, payment processors, accounting platforms, job-management platforms, or other software providers.

Third-party services are governed by their own terms, privacy policies, availability, and technical requirements.

Northwarden does not control these services.

A third-party provider may:

• change its API;
• change available permissions;
• restrict Northwarden's access;
• experience an outage;
• discontinue functionality;
• terminate an integration.

Northwarden is not liable for failures caused by third-party services outside Northwarden's reasonable control.

Certain Northwarden features require a paid subscription.

Pricing, billing frequency, included features, user limits, promotional terms, and other subscription details will be displayed at the time of purchase or stated in an applicable order form.

Unless otherwise stated, subscription fees are charged in advance.

You authorize Northwarden and its payment processor to charge the payment method associated with your account for applicable subscription fees, taxes, and authorized charges.

If you purchase a recurring subscription, your subscription will automatically renew at the end of each billing period unless you cancel before the next renewal date.

Before purchase, Northwarden will make the applicable:

• subscription price;
• billing frequency;
• renewal terms;
• cancellation method;

By purchasing a recurring subscription, you authorize Northwarden to charge the applicable subscription fee on each renewal date until the subscription is canceled.

You may cancel a recurring Northwarden subscription through the cancellation mechanism provided within your account or through another cancellation method we make available.

Unless otherwise specified, cancellation stops future renewals and takes effect at the end of the current paid billing period.

You may continue using paid features through the remainder of the period for which you have already paid, unless your access is suspended or terminated for violation of these Terms.

Disconnecting an integration does not automatically cancel your Northwarden subscription.

Deleting the Northwarden application from a device does not automatically cancel your subscription.

Except where required by law, stated in an applicable order form, or expressly offered by Northwarden, subscription payments are non-refundable once a billing period has begun.

Northwarden may issue refunds, credits, or other adjustments at its discretion.

Providing a refund in one circumstance does not create an obligation to provide a refund in another circumstance.

Northwarden may occasionally provide free trials, demonstrations, pilot programs, promotional pricing, complimentary accounts, or other limited access.

Additional conditions may apply.

If a free trial automatically converts into a paid subscription, Northwarden will disclose the conversion terms before obtaining authorization for recurring charges.

Northwarden may modify or discontinue promotional programs at any time, subject to commitments already made to participating customers.

Prices may not include applicable sales, use, value-added, or similar taxes.

You are responsible for taxes associated with your purchase where required, excluding taxes based on Northwarden's income.

Northwarden or its payment processor may collect applicable taxes where legally required.

You may not use Northwarden to:

• violate any law;
• access an account without authorization;
• intercept communications unlawfully;
• monitor another business without authorization;
• invade another person's privacy;
• steal or obtain confidential information improperly;
• commit fraud;
• distribute malware;
• interfere with Northwarden's systems;
• attempt unauthorized access to Northwarden infrastructure;
• bypass security controls;
• reverse engineer the Service except where such restriction is prohibited by law;
• intentionally overload or disrupt the Service;
• use automated systems to abuse Northwarden infrastructure;
• resell or sublicense Northwarden without authorization;
• misrepresent Northwarden findings as independently audited facts;
• use Northwarden in connection with unlawful discrimination or other unlawful activities.

Northwarden may investigate suspected misuse.

Northwarden may temporarily suspend access when reasonably necessary to:

• protect Northwarden's systems;
• prevent unauthorized access;
• investigate suspected fraud;
• address security threats;
• prevent illegal activity;
• respond to a violation of these Terms;
• comply with law;
• address unpaid amounts;
• protect other customers.

Where reasonably practical, Northwarden will attempt to provide notice of a suspension.

Northwarden and its licensors retain all rights in and to the Service, including its:

• software;
• interfaces;
• designs;
• branding;
• logos;
• code;
• documentation;
• workflows;
• detection systems;
• reports and presentation formats;
• proprietary functionality.

Except for the limited right to use Northwarden under these Terms, no intellectual-property rights are transferred to you.

"Northwarden," associated logos, and related branding may not be used without permission.

Subject to these Terms and payment of applicable fees, Northwarden grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Service for your internal business operations during your subscription period.

This license does not permit you to reproduce or commercially distribute Northwarden itself.

If you provide suggestions, recommendations, ideas, feature requests, or other feedback regarding Northwarden, you permit Northwarden to use that feedback without restriction or compensation.

This provision does not give Northwarden ownership of your Customer Data.

Northwarden recognizes that Customer Data may contain confidential business information.

Northwarden will use reasonable measures designed to protect non-public Customer Data and will use such information only as permitted by these Terms and the Privacy Policy.

You agree to protect confidential non-public information about Northwarden that is disclosed to you and clearly confidential by its nature or designation.

Confidentiality obligations do not apply to information that:

• becomes public without breach of an obligation;
• was already lawfully known;
• is independently developed without use of confidential information;
• is lawfully obtained from another source;
• must be disclosed by law.

Some Northwarden features may be identified as:

• beta;
• preview;
• experimental;
• early access;
• testing;
• demonstration features.

Such features may be incomplete, contain errors, change materially, or be discontinued.

Beta and preview functionality is provided without guarantees regarding availability or performance.

Northwarden is an evolving product.

We may add, modify, replace, or discontinue features.

We may make changes necessary because of:

• security;
• regulatory requirements;
• third-party API changes;
• technical improvements;
• product development;
• customer feedback.

Where a change materially removes paid functionality, Northwarden may provide reasonable notice where appropriate.

Northwarden aims to provide reliable service but does not guarantee continuous availability.

The Service may occasionally be unavailable because of:

• maintenance;
• updates;
• security events;
• internet outages;
• hosting failures;
• third-party failures;
• emergencies;
• circumstances outside our reasonable control.

Unless Northwarden separately enters into a written service-level agreement with you, no specific uptime percentage is guaranteed.

Northwarden should not be your only source of business records or your sole control against financial loss.

You remain responsible for maintaining appropriate:

• accounting records;
• backups;
• customer records;
• invoicing procedures;
• cybersecurity controls;
• employee oversight;
• financial controls;
• business processes.

Northwarden is intended to add an additional layer of visibility, not replace ordinary business controls.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NORTHWARDEN AND THE SERVICE ARE PROVIDED "AS IS" AND "AS AVAILABLE."

NORTHWARDEN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF:

• MERCHANTABILITY;
• FITNESS FOR A PARTICULAR PURPOSE;
• NON-INFRINGEMENT;
• ACCURACY;
• RELIABILITY;
• AVAILABILITY.

NORTHWARDEN DOES NOT WARRANT THAT THE SERVICE WILL DETECT EVERY ISSUE, ERROR, LOSS, OPPORTUNITY, COMMUNICATION, PRICE CHANGE, OR DISCREPANCY.

NORTHWARDEN DOES NOT WARRANT THAT USING THE SERVICE WILL PRODUCE ANY PARTICULAR FINANCIAL RESULT.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NORTHWARDEN WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

THIS INCLUDES DAMAGES ARISING FROM:

• LOST PROFITS;
• LOST REVENUE;
• LOST BUSINESS;
• LOST OPPORTUNITIES;
• LOST SAVINGS;
• LOST DATA;
• BUSINESS INTERRUPTION;
• FAILURE TO IDENTIFY AN ISSUE;
• AN INCORRECT FINDING;
• THIRD-PARTY SERVICE FAILURE;
• UNAUTHORIZED USE OUTSIDE NORTHWARDEN'S REASONABLE CONTROL.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NORTHWARDEN'S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID NORTHWARDEN DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) $100 IF YOU HAVE NOT PAID NORTHWARDEN DURING THAT PERIOD.

Some jurisdictions do not permit certain limitations of liability, so portions of this section may not apply where prohibited by law.

To the extent permitted by law, you agree to defend, indemnify, and hold harmless Northwarden and its owners, officers, employees, contractors, and agents from claims, damages, losses, liabilities, and reasonable expenses arising from:

• your unlawful use of the Service;
• your violation of these Terms;
• your unauthorized connection of an account;
• your violation of another person's rights;
• Customer Data you provide without appropriate authority;
• actions taken through your Northwarden account;
• your business decisions based upon Northwarden information.

This obligation does not apply to the extent a claim results from Northwarden's own conduct for which indemnification cannot legally be required.

You may stop using Northwarden at any time.

Termination of your account does not automatically entitle you to a refund for amounts already paid except where required by law or expressly agreed otherwise.

Sections that by their nature should survive termination will continue to apply.

Northwarden may terminate an account if:

• these Terms are materially violated;
• the Service is used illegally;
• payment obligations remain unpaid;
• continued service creates a security risk;
• required by law;
• continuing the account would expose Northwarden or others to unreasonable risk.

Northwarden may also discontinue the Service generally upon reasonable notice where practicable.

Following termination or account deletion, Northwarden may delete Customer Data in accordance with the Privacy Policy and applicable retention requirements.

You are responsible for exporting information you wish to retain before deleting your account where export functionality is available.

Certain information may remain in backups, security records, billing records, or other systems where retention is legally or operationally necessary.

You agree that Northwarden may provide agreements, notices, billing information, account notices, security alerts, and other communications electronically.

Electronic communications may be provided:

• through the Service;
• by email;
• through your account;
• through another electronic method you provide.

You are responsible for maintaining current contact information.

Northwarden may update these Terms as the Service evolves.

The updated Terms will display a revised "Last Updated" date.

If we make material changes affecting existing customers, we may provide additional notice where reasonably appropriate or legally required.

Continued use of the Service after updated Terms become effective constitutes acceptance of the revised Terms where permitted by law.

If you do not agree to materially revised Terms, you may stop using the Service and cancel your subscription.

Unless an applicable written agreement states otherwise, these Terms and disputes arising from them will be governed by the laws of the State of Connecticut, without regard to conflict-of-law principles.

Unless otherwise required by applicable law or agreed in writing, disputes arising from these Terms or the Service that cannot be resolved informally will be brought in a court of competent jurisdiction located in Connecticut.

You and Northwarden consent to the jurisdiction of those courts.

Before filing a lawsuit relating to the Service, you and Northwarden agree to make a reasonable good-faith effort to resolve the dispute informally.

A party raising a dispute should provide sufficient information for the other party to understand the issue and proposed resolution.

Nothing in this provision prevents either party from seeking urgent injunctive relief where reasonably necessary to protect systems, intellectual property, confidential information, or legal rights.

Northwarden is not responsible for delays or failures caused by circumstances beyond its reasonable control, including:

• natural disasters;
• severe weather;
• power failures;
• internet failures;
• cyberattacks;
• war;
• terrorism;
• civil disturbances;
• government actions;
• labor disruptions;
• third-party platform outages;
• infrastructure failures.

You may not assign these Terms to another person or organization without Northwarden's written consent, except as part of a permitted transfer of substantially all of your business assets.

Northwarden may assign these Terms in connection with a merger, acquisition, restructuring, financing, corporate reorganization, or sale of substantially all relevant assets.

Failure by Northwarden to enforce a provision of these Terms does not waive the right to enforce that provision later.

If a provision of these Terms is found unenforceable, the remaining provisions will continue in effect to the maximum extent permitted by law.

An unenforceable provision should be interpreted or modified as narrowly as necessary to make it enforceable where legally permitted.

These Terms, the Privacy Policy, applicable order forms, and any other agreement expressly incorporated by reference constitute the agreement between you and Northwarden regarding the Service.

If an executed written order form or separate agreement conflicts with these Terms, the specific written agreement controls to the extent of the conflict.

Questions concerning these Terms may be directed to:

Northwarden

Website: northwarden.org

Legal: legal@northwarden.org