Terms of Service

1. The agreement

These Terms of Service ("Terms") are an agreement between LimberOps LLC, a Wyoming limited liability company ("LimberOps", "we", "us"), and the business that signs up for or uses LimberOps ("Customer", "you"). They cover the LimberOps web application, APIs, AI features and related support (the "Service"), and the website at limberops.com.

You accept these Terms by agreeing to them when you create an account, or by signing an Order that refers to them. If you accept them for a company, you confirm you have authority to bind it. The Service is for businesses only, not consumers. Our Data Processing Agreement ("DPA") and any order form, quote or founding partner letter you sign with us (an "Order") form part of these Terms. If an Order conflicts with these Terms, the Order wins for that Order only.

2. Definitions

• Client Tenant: a Microsoft 365, Azure or other third-party environment, belonging to you or to one of your clients, that you connect to the Service.
• Customer Data: data you or your Client Tenants provide to the Service, including configuration, inventory, directory and audit data read from Client Tenants.
• Plan: a proposed change to a Client Tenant that the Service previews, checks and applies only after approval.
• Authorized User: a person you allow to use the Service under your account, such as your employees and contractors.
• AI Features: features that use machine learning models to draft, explain or suggest Plans, runbooks, code or other content ("AI Output").

3. Accounts and Authorized Users

You are responsible for your Authorized Users, for keeping sign-in credentials secure, and for everything done under your account. Tell us promptly at hello@limberops.com if you suspect unauthorized access. You must give accurate account and billing information and keep it current.

4. Client Tenants and your authority

Before you connect a Client Tenant, you must have, and keep, every authorization, consent and contract needed for LimberOps to access and, when you turn on write access, change it. That includes your agreements with your clients and the admin consent granted in the Client Tenant. You are responsible for your relationship with your clients, and nothing in these Terms creates a contract between LimberOps and them.

You may disconnect a Client Tenant, or revoke the consent granted to LimberOps in it, at any time. When you do, we stop accessing it.

5. Plans, approvals and your responsibility for changes

The Service changes a Client Tenant only to carry out a Plan one of your Authorized Users approved, or a schedule, runbook or rule one of them approved in advance (for example, a recurring change or an automatic revert of drift). You decide which changes to approve and who may approve them, and you are responsible for the changes you approve.

Previews, sign-in simulations, guardrail checks and restore points are aids to your review, not guarantees. A Plan that passes every check can still have effects you did not intend, for example because of settings outside what LimberOps manages, changes made outside the Service, or behavior of the third-party platform. Rollback restores configuration LimberOps manages; it cannot undo every consequence of a change, such as emails sent or sessions ended while it was live.

6. AI Features

AI Output is generated by machine learning models and may be incomplete, wrong or unsuitable for your situation. Review it before you rely on it. AI Output that would change a Client Tenant becomes a Plan and goes through the same preview, checks and approval as any other change; AI Features never apply changes on their own.

We provide AI Features through Microsoft Azure AI Foundry, using models from providers listed on our Subprocessors page. We do not use Customer Data to train AI models, and under these providers' commercial terms they do not train their models on it.

As between you and us, you own AI Output generated for you, to the extent the law allows. Similar output may be generated for other customers.

7. Acceptable use

You will not, and will not let anyone else:

• connect or change any environment you are not authorized to manage;
• use the Service to break the law, infringe others' rights, or harm the security of any system;
• probe, scan or test the Service's security without our written permission, or interfere with its operation;
• reverse engineer the Service, except where the law allows it despite this restriction;
• resell or provide the Service to others as a standalone product, except as part of the managed services you provide to your own clients;
• use the Service or AI Features to build a competing product.

We may suspend access that we reasonably believe breaks this section or threatens the Service or other customers. We will tell you why and restore access once the issue is resolved.

8. Fees and payment

Fees are set out on our Pricing page or in your Order. Subscriptions are billed monthly in advance through our payment processor, Stripe, and renew automatically each month until cancelled. Fees do not include taxes; you pay any applicable sales, use, VAT or similar taxes other than taxes on our income.

Fees already paid are not refundable, except where these Terms or an Order say otherwise. Founding partner prepayments are refunded on the terms of your founding partner letter. If a payment fails and is not made within 15 days of our notice, we may suspend the Service until it is.

We may change list prices with at least 30 days' notice. Changes apply from your next billing period after the notice period. Prices locked in an Order do not change during the locked term.

9. Term, cancellation and termination

These Terms apply while you use the Service. You may cancel at any time; cancellation takes effect at the end of the current billing period. Either party may terminate for a material breach that is not fixed within 30 days of written notice. We may terminate immediately if you breach the Acceptable use section in a way that harms others. We may also stop offering the Service, or any part of it, with at least 60 days' notice; we will then refund prepaid fees for the period after it ends and give you the export period below.

After cancellation or termination, you can export your configuration code and Customer Data for 30 days. After that we delete Customer Data as described in the DPA, unless the law requires us to keep it. Sections that by their nature should survive termination, including payment obligations, ownership, confidentiality, disclaimers, limitation of liability and indemnities, survive.

10. Ownership and your data

You keep all rights in Customer Data and in the configuration code and runbooks in your repositories. You give us a limited license to host, copy, process and display Customer Data only to provide, secure and support the Service, and as the DPA allows. We process personal data in Customer Data as your processor under the DPA.

We own the Service, including its software, policy packs, templates, and documentation, and all improvements to it. Built-in templates and policy packs you copy into your repositories are licensed to you to use with your own and your clients' environments while you are a customer and afterwards.

If you send us feedback or suggestions, we may use them without obligation to you.

We may use aggregated, de-identified data about how the Service is used, such as feature usage and performance metrics, to operate and improve the Service. This never includes the content of Client Tenants or personal data in Customer Data, and never identifies you, your clients or any person.

11. Confidentiality

Each party will keep the other's non-public business, technical and customer information confidential, use it only to perform under these Terms, and protect it with at least reasonable care. This does not apply to information that is public through no fault of the receiving party, was already known to it, is independently developed, or is rightfully received from someone else. A party may disclose confidential information when required by law, after giving notice where the law allows.

12. Security

We maintain administrative, technical and physical safeguards designed to protect Customer Data, described on our Security page and in the DPA. We will notify you of a personal data breach affecting Customer Data as the DPA requires.

13. Early access features

Some features, including those offered during the founding partner program, may be labelled preview, beta or early access. They may change or be withdrawn, may be less reliable than generally available features, and are provided as is.

14. Warranties and disclaimers

Each party confirms it has the authority to enter into these Terms. We will provide the Service with reasonable skill and care and will not materially reduce its core security protections during your subscription.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE, AI OUTPUT AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT THE LAW ALLOWS, WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ANY PLAN, SIMULATION OR CHECK WILL DETECT EVERY PROBLEM.

15. Limitation of liability

TO THE FULLEST EXTENT THE LAW ALLOWS, NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THEIR POSSIBILITY. EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS IS LIMITED TO THE FEES YOU PAID TO LIMBEROPS IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

These limits do not apply to your payment obligations, to your indemnity obligations, or to liability that cannot be limited by law. Our total liability under our intellectual property indemnity is limited to three times the fees you paid to LimberOps in the 12 months before the claim. Because you approve every change the Service makes, we are not liable for the effects of a Plan you approved, except to the extent they were caused by the Service applying a change materially different from the approved Plan.

16. Indemnities

We will defend you against any third-party claim that the Service, as we provide it, infringes that party's intellectual property rights, and pay the resulting damages and costs finally awarded or agreed in settlement. If such a claim is made, we may modify the Service, obtain a license, or end your subscription and refund prepaid fees for the unused period. This does not cover claims caused by Customer Data, AI Output you modified, or use of the Service in breach of these Terms.

You will defend us against any third-party claim, including a claim by one of your clients, arising from Customer Data, your connection of a Client Tenant without the necessary authority, changes you approved, or your breach of the Acceptable use section, and pay the resulting damages and costs finally awarded or agreed in settlement.

The party seeking defense must notify the other promptly, give it control of the defense and settlement, and provide reasonable help. No settlement may impose obligations on the defended party without its consent.

17. Governing law and disputes

These Terms are governed by the laws of the State of Wyoming, without regard to its conflict of laws rules. The state and federal courts located in Wyoming have exclusive jurisdiction over any dispute arising out of or relating to these Terms, and each party consents to them. Either party may seek injunctive relief in any court to protect its intellectual property or confidential information.

18. Changes to these Terms

We may update these Terms. For material changes, we will give at least 30 days' notice by email or in the Service before they take effect. If you do not agree, you may cancel before the change takes effect and, as an exception to the Term section, cancellation takes effect immediately and we will refund any prepaid fees for the period after cancellation. Continuing to use the Service after the effective date means you accept the updated Terms.

19. General

• Notices. We send notices to the email address on your account. Send notices to us at hello@limberops.com.
• Assignment. Neither party may assign these Terms without the other's consent, except to a successor in a merger, acquisition or sale of substantially all of its relevant business.
• Force majeure. Neither party is liable for delays caused by events beyond its reasonable control, other than payment obligations.
• Publicity. We will not name you as a customer without your permission.
• Export and sanctions. You will not use the Service in violation of US export controls or sanctions.
• No third-party beneficiaries. These Terms are only between you and LimberOps. Your clients, Authorized Users and anyone else have no rights under them and may not enforce them.
• Entire agreement. These Terms, the DPA and any Orders are the entire agreement on their subject and replace earlier discussions. If a provision is unenforceable, the rest stays in effect. Not enforcing a provision is not a waiver. The parties are independent contractors.