A plain-English contract for the work we’ve agreed to do.

Section 01Acceptance

These Terms of Service (“Terms”) form a contract between Habeo LLC, a New Mexico limited liability company (“Habeo”) and the institution identified in an Order Form or other ordering document (“Customer”) governing access to the Habeo platform and any related services (the “Services”).

By executing an Order Form referencing these Terms, clicking “I agree,” or accessing the Services, Customer accepts these Terms. The person accepting on behalf of Customer represents that they have authority to bind Customer.

These Terms together with each Order Form, the Data Processing Addendum, the Service Level Agreement, and any Statements of Work signed by both parties form the “Agreement.”

Section 02Definitions

• Authorized UserAny employee, contractor, or agent of Customer or its affiliates who is authorized by Customer to access the Services and has been issued credentials for that purpose.
• Customer DataAll data that Customer (or any Authorized User on Customer’s behalf) submits to the Services, including asset records, relationships, files, and personal data.
• DocumentationThe technical and end-user documentation Habeo makes available at usehabeo.com/docs, as updated from time to time.
• Order FormA mutually executed ordering document referencing these Terms that specifies the subscription tier, term, fees, and any other commercial terms.
• Subscription TermThe term for the Services set out in the applicable Order Form.

Section 03The Services

Access

During the Subscription Term and subject to the Agreement, Habeo grants Customer a non-exclusive, non-transferable, worldwide right to access and use the Services for its internal business purposes, including by its affiliates, in accordance with the Documentation and applicable Order Form.

Tiers and endpoint bands

Habeo’s subscription tiers are scoped by the Carnegie Classification and endpoint band identified in the Order Form. Crossing a band mid-term does not trigger a true-up; the next quoted renewal will reflect the then-current tier.

Updates

Habeo continuously improves the Services. Habeo will not materially degrade the functionality available on the Order Form during the Subscription Term without Customer’s consent.

Section 04Customer obligations

Customer is responsible for:

• Account security — protecting credentials and promptly notifying Habeo at security@usehabeo.com of any suspected unauthorized access.
• Authorized Users — ensuring its Authorized Users comply with the Agreement and the Documentation; Customer is responsible for their acts and omissions to the extent they relate to the Services.
• Customer Data — having the necessary rights, notices, and permissions for any Customer Data it loads, and complying with applicable laws relating to that data, including FERPA and any data-localization or cross-border-transfer requirements that apply to the data Customer chooses to load.
• Acceptable use — not violating the Acceptable Use restrictions below.

Section 05Acceptable use

Customer and its Authorized Users will not:

• copy, modify, translate, reverse-engineer, decompile, or disassemble the Services or attempt to derive source code, except to the extent that applicable law expressly prohibits this restriction;
• resell, sublicense, time-share, or use the Services as a service bureau for the benefit of a third party other than an affiliate authorized in the Order Form;
• use the Services to store, transmit, or process malware, viruses, or any unlawful, infringing, libelous, or harmful content;
• attempt to gain unauthorized access to the Services, other tenants of the Services, or related systems;
• conduct unauthorized vulnerability scanning, penetration testing, or denial-of-service testing (a coordinated program is available on request to security@usehabeo.com);
• use the Services in a manner that exceeds the limits stated in the Order Form or interferes with the Services for other customers.

Section 06Customer Data

Customer Data is and remains the property of Customer. Customer grants Habeo a limited, non-exclusive, worldwide, royalty-free license to host, process, copy, transmit, and display Customer Data solely as necessary to provide the Services, prevent or address service or technical problems, comply with the Agreement, and comply with applicable law or a valid legal request.

Personal data within Customer Data is processed in accordance with the Data Processing Addendum, which is incorporated by reference and forms part of the Agreement.

Aggregated, de-identified data

Habeo may compile aggregated and de-identified data derived from Customer Data (“Aggregated Data”) for benchmarking, analytics, and improvement of the Services, provided that such Aggregated Data does not identify Customer or any individual and is not made available to a third party in a manner that would re-identify Customer. Habeo does not use Customer Data to train general machine-learning models.

Section 07Fees and payment

Fees

Customer will pay the fees set out in each Order Form. Fees are exclusive of taxes; Customer is responsible for sales, use, value-added, and similar taxes, excluding taxes based on Habeo’s net income.

Payment terms

Unless an Order Form states otherwise, Habeo invoices annually in advance with net-30 payment terms. Late amounts accrue interest at the lesser of 1.0% per month or the maximum rate permitted by law and Customer is responsible for reasonable collection costs.

Disputes

Customer may withhold payment of disputed amounts in good faith if Customer notifies Habeo in writing within 30 days of the invoice date and the parties work to resolve the dispute promptly. Undisputed amounts remain payable.

Section 08Term and termination

Term

The Agreement begins on the Effective Date and continues for the Subscription Term, automatically renewing for successive 12-month periods unless either party gives the other written notice of non-renewal at least 60 days before the end of the then-current term, or as otherwise stated in the Order Form.

Termination for cause

Either party may terminate the Agreement for cause if the other party (a) materially breaches the Agreement and fails to cure within 30 days after written notice describing the breach, or (b) becomes insolvent, makes a general assignment for the benefit of creditors, or is subject to a bankruptcy proceeding not dismissed within 60 days.

Effect of termination

Upon termination Customer’s right to access the Services ends. Habeo will make Customer Data available for export for 30 days after termination in CSV and (Q3 FY26 onward) Parquet formats, after which Habeo will delete Customer Data from primary systems within 30 days and from backups within an additional 90 days, except where retention is required by law.

Survival

Sections that by their nature should survive termination — including Customer Data, Fees and payment, Intellectual property, Confidentiality, Warranty disclaimers, Indemnification, Limitation of liability, Governing law, and General — survive.

Section 09Intellectual property

As between the parties, Habeo retains all right, title, and interest in and to the Services, the Documentation, and any improvements, modifications, or derivative works thereof, including all intellectual property rights. Customer retains all right, title, and interest in and to Customer Data and Customer Marks.

Feedback

If Customer or any Authorized User provides Habeo with feedback, suggestions, or ideas about the Services (“Feedback”), Customer grants Habeo a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate the Feedback into Habeo’s products and services without attribution.

Section 10Confidentiality

Each party (the “Receiving Party”) will use the same degree of care it uses to protect the confidentiality of its own confidential information of like kind — but no less than reasonable care — to (a) not use the other party’s Confidential Information for any purpose outside the scope of the Agreement and (b) limit access to the Confidential Information to those of its employees, contractors, and agents who need such access and who are bound by written confidentiality obligations no less protective than those of the Agreement.

Confidential Information does not include information that the Receiving Party can demonstrate (a) was in its possession before disclosure without an obligation of confidentiality; (b) is or becomes publicly known through no breach of the Agreement; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of or reference to the other party’s Confidential Information.

The Receiving Party may disclose Confidential Information if required by law, provided that — unless legally prohibited — it gives the Disclosing Party prompt written notice and reasonable assistance to contest the requirement.

Section 11Warranties and disclaimers

Mutual warranties

Each party represents and warrants that it has the legal power and authority to enter into the Agreement.

Habeo warranties

• the Services will perform materially as described in the Documentation during the Subscription Term;
• Habeo will provide the Services in a professional and workmanlike manner;
• Habeo will not materially decrease the functionality of the Services during the Subscription Term;
• the Services will not contain time-bomb, drop-dead, or similar disabling code, and will not contain knowingly introduced viruses or malware.

Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, THE SERVICES ARE PROVIDED “AS IS.” HABEO DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW. HABEO DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED.

Section 12Indemnification

By Habeo

Habeo will defend Customer from and against any third-party claim alleging that the Services, when used by Customer in accordance with the Agreement, infringe such third party’s patent, copyright, or trade-secret rights, and pay any damages finally awarded by a court of competent jurisdiction or agreed to in settlement.

If a claim under this section is brought or, in Habeo’s reasonable opinion, is likely to be brought, Habeo may, at its option and expense: (a) procure for Customer the right to continue using the Services; (b) modify or replace the affected portion of the Services so that it is non-infringing without materially diminishing functionality; or (c) terminate the affected subscription and refund a pro-rated portion of pre-paid fees for the unused portion of the Subscription Term. This section sets out Habeo’s sole liability and Customer’s exclusive remedy for any infringement claim.

By Customer

Customer will defend Habeo from and against any third-party claim arising out of (a) Customer Data, including any allegation that Customer Data infringes a third party’s rights or violates law, and (b) Customer’s breach of the Acceptable Use restrictions, and pay any damages finally awarded or agreed to in settlement. Customer’s indemnification obligation is subject to the authority limits and procurement requirements that apply to public institutions under applicable law.

Process

The indemnified party will promptly notify the indemnifying party of the claim, give the indemnifying party sole control of the defense and settlement (provided that no settlement may admit liability of the indemnified party or impose obligations on the indemnified party without its consent), and reasonably cooperate at the indemnifying party’s expense.

Section 13Limitation of liability

EXCEPT FOR (A) THE PARTIES’ INDEMNIFICATION OBLIGATIONS, (B) A PARTY’S BREACH OF CONFIDENTIALITY, (C) CUSTOMER’S OUTSTANDING PAYMENT OBLIGATIONS, AND (D) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUES, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY’S TOTAL CUMULATIVE LIABILITY UNDER THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO HABEO UNDER THE APPLICABLE ORDER FORM IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. For breaches of confidentiality involving personal data or Habeo’s gross negligence or willful misconduct, this cap is increased to two times the same amount.

These limitations apply notwithstanding the failure of essential purpose of any limited remedy and to the maximum extent permitted by applicable law.

Section 14Governing law and dispute resolution

The Agreement is governed by the laws of the State of New Mexico, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Public-institution exception

If Customer is a public institution that is by law prohibited from agreeing to another state’s law or to an indemnification obligation that would create a debt of the state, then governing law for that Customer will be the law of the state in which Customer is organized, and Customer’s indemnification obligation under Indemnification — By Customer will apply only to the extent authorized by applicable state law.

Forum

Subject to the public-institution exception above, the parties consent to the exclusive jurisdiction of the state and federal courts located in Bernalillo County, New Mexico for any dispute that is not subject to arbitration.

Section 15General

Modifications

Habeo may update these Terms from time to time. We will post the updated Terms here and notify Customer’s designated contact at least 30 days before the changes take effect. Material adverse changes apply only to renewals beginning on or after the effective date of the change, unless Customer accepts them earlier.

Assignment

Neither party may assign the Agreement without the other’s prior written consent, except that either party may assign the Agreement in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any other purported assignment is void.

Force majeure

Neither party will be liable for any failure or delay in performance (other than payment of fees) caused by events beyond its reasonable control, including acts of God, war, riot, terrorist acts, internet or telecommunications failures, and governmental action.

Notices

Notices to Habeo must be sent to legal@usehabeo.com with a copy to Habeo LLC, Attn: Legal, 4112 Manor Oaks Ct., Export, PA 15632. Notices to Customer will be sent to the contact identified in the Order Form.

Order of precedence

In the event of a conflict, documents control in the following order: (1) Order Form; (2) DPA; (3) SLA; (4) these Terms.

Entire agreement; severability

The Agreement is the entire agreement between the parties on its subject matter and supersedes all prior agreements. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable and the remaining provisions will remain in full force and effect.