HM

Terms of Service

Effective date: January 1, 2026 | Last updated: January 1, 2026

1. Agreement to Terms

These Terms of Service ("Terms") constitute a binding agreement between you ("Customer," "you," or "your") and HarborMetric Operations Inc. ("HarborMetric," "we," "us," or "our"). By accessing or using our websites, applications, and services (the "Services"), you agree to be bound by these Terms. If you do not agree to these Terms, do not use our Services.

Your use of the Services is also governed by our Privacy Policy and any specific terms or conditions referenced in your written Service Agreement. In case of conflict, your written Service Agreement takes precedence.

2. Service Description

HarborMetric provides cloud-based logistics intelligence and operational software (the "Services") that enable customers to monitor, analyze, and optimize their logistics operations. The Services include network visibility dashboards, exception management, carrier performance analytics, forecasting tools, and related features as described in your Service Agreement.

The specific features, capacity, and support available to you are determined by your subscription tier and Service Agreement. We reserve the right to modify, suspend, or discontinue features with notice.

3. Acceptable Use

You agree to use the Services only for lawful purposes and in accordance with these Terms. You agree not to:

  • Violate any applicable laws, regulations, or industry standards
  • Use the Services to harass, intimidate, or harm any individual or entity
  • Attempt to gain unauthorized access to the Services or related systems
  • Reverse engineer, decompile, disassemble, or attempt to derive source code
  • Remove or obscure proprietary notices or labels
  • Use the Services in a manner that disrupts availability or impairs performance
  • Transmit malware, viruses, or malicious code
  • Engage in competitive analysis, benchmarking, or market research
  • Share login credentials or allow unauthorized access by third parties
  • Use the Services to provide services or compete with HarborMetric

4. Customer Data and Ownership

4.1 Your Data: You retain all rights and ownership to operational data, customer information, and other content you provide or authorize transmission to the Services ("Customer Data"). We do not claim ownership of Customer Data.

4.2 License to HarborMetric: You grant HarborMetric a worldwide, non-exclusive, limited license to process Customer Data for the purpose of providing the Services, including hosting, backup, security, and disaster recovery. This license is limited to the duration of your Service Agreement.

4.3 Data Use Restrictions: We will not use Customer Data for any purpose other than providing the Services unless you provide explicit written consent. We will not use Customer Data for artificial intelligence training, competitive analysis, or benchmarking without your prior written consent.

4.4 Data Export and Deletion: Upon request or termination of your Service Agreement, we will provide you with your Customer Data in standard formats and delete our copies within 30 days, except where retention is required by law.

5. Intellectual Property

HarborMetric retains all right, title, and interest in the Services, including all software, designs, documentation, and intellectual property. You receive a limited, non-exclusive, non-transferable license to access and use the Services according to the terms of your Service Agreement. You may not copy, modify, create derivative works, or distribute the Services or any portion thereof.

6. Fees and Payment

6.1 Subscription Fees: You agree to pay subscription fees according to your Service Agreement. Fees are exclusive of applicable taxes and regulatory fees, which you are responsible for paying.

6.2 Billing and Payment Terms: Invoices are typically issued monthly or annually based on your Service Agreement. Payment is due within 30 days of invoice date unless otherwise specified.

6.3 Service Suspension: If payment is not received within 30 days of the due date, we may suspend your access to the Services. Suspension does not relieve you of payment obligations.

6.4 Price Changes: We may modify subscription fees with 30 days' notice. Changes take effect at your next renewal date. Continued use of the Services constitutes acceptance of new fees.

7. Confidentiality

7.1 Confidential Information: Each party may disclose confidential information to the other party in connection with these Terms. Confidential information includes non-public business information, technical data, and trade secrets.

7.2 Obligations: The receiving party agrees to (a) maintain confidentiality using reasonable care, (b) limit access to employees who need to know, and (c) use the information only as necessary to perform obligations under these Terms.

7.3 Exceptions: Confidentiality obligations do not apply to information that: (a) is publicly available, (b) was independently developed without reference to the disclosing party, (c) is rightfully received from a third party without confidentiality obligations, or (d) must be disclosed by law or court order (with notice provided where possible).

8. Disclaimers and Warranties

8.1 "As-Is" Provision: THE SERVICES ARE PROVIDED "AS-IS" WITHOUT WARRANTIES, CONDITIONS, OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

8.2 Disclaimer of Warranties: HARBORMETRIC DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

8.3 Third-Party Services: The Services may integrate with third-party systems, APIs, or data sources. HarborMetric is not responsible for the availability, accuracy, or performance of third-party services.

8.4 Operational Decisions: HarborMetric provides data and insights, but you are solely responsible for operational decisions based on that data. We do not provide operational advice or consulting.

9. Limitation of Liability

9.1 Limitation: TO THE MAXIMUM EXTENT PERMITTED BY LAW, HARBORMETRIC SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Cap on Liability: HARBORMETRIC'S TOTAL LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID IN THE 12 MONTHS PRECEDING THE CLAIM, OR (B) $1,000 USD.

9.3 Exceptions: These limitations do not apply to: (a) either party's indemnification obligations, (b) breach of confidentiality, or (c) claims arising from death or personal injury or gross negligence.

10. Indemnification

You agree to defend, indemnify, and hold harmless HarborMetric and its officers, directors, employees, and agents from any claims, damages, losses, and expenses (including attorney's fees) arising from or related to: (a) your use of the Services, (b) your violation of these Terms, (c) Customer Data infringement of third-party rights, or (d) violation of applicable laws.

11. Termination

11.1 Termination for Convenience: Either party may terminate the Service Agreement with written notice as specified in the Agreement (typically 30 days).

11.2 Termination for Cause: HarborMetric may immediately terminate or suspend your access if you: (a) breach these Terms materially, (b) use the Services illegally, (c) fail to pay fees due, or (d) engage in conduct that violates acceptable use policies.

11.3 Effect of Termination: Upon termination: (a) your license to use the Services ceases, (b) you remain liable for all fees incurred through the termination date, and (c) confidentiality obligations survive.

12. Service Availability and Support

12.1 Availability: We strive to maintain 99.5% availability of the Services (uptime), excluding scheduled maintenance and force majeure events. Availability is measured monthly per your Service Agreement.

12.2 Maintenance: We may perform scheduled maintenance with notice. Maintenance is typically scheduled during low-usage windows.

12.3 Support: Support is provided according to your subscription tier and Service Agreement. Standard support operates Monday–Friday, 8 AM–6 PM EST with response times as specified.

13. Governing Law and Dispute Resolution

13.1 Governing Law: These Terms are governed by the laws of England and Wales, without regard to conflicts of law principles.

13.2 Jurisdiction: Both parties consent to the exclusive jurisdiction of the courts located in Birmingham, England. Both parties irrevocably waive any objections to jurisdiction or venue.

13.3 Arbitration: For disputes that cannot be resolved through negotiation, the parties agree to attempt mediation before pursuing litigation or arbitration.

14. General Provisions

14.1 Entire Agreement: These Terms, together with your Service Agreement and Privacy Policy, constitute the entire agreement and supersede all prior agreements and understandings.

14.2 Amendments: We may amend these Terms with 30 days' notice. Your continued use constitutes acceptance. Continued use does not constitute acceptance of material unfavorable changes.

14.3 Severability: If any provision is found invalid, the remaining provisions remain in effect.

14.4 Waiver: Our failure to enforce any provision does not waive that provision or any other provision.

14.5 No Assignment: You may not assign these Terms or your rights without written consent from HarborMetric. We may assign these Terms to affiliates or successors.

14.6 Counterparts: These Terms may be executed in counterparts, each of which is an original and all of which together constitute one agreement.

15. Contact

If you have questions about these Terms of Service, please contact us:

  • Email: legal@harbormetric.com
  • Phone: +447519397502
  • Mailing Address: C/O RUS CO 1192 Stratford Road, Hall Green, BIRMINGHAM - B28 8AB, United Kingdom (GB)