With the Data Processing Addendum 1.1 and, during the beta, the Beta Terms 1.0. Our subprocessors are on the subprocessors page, and how we handle personal data is on the privacy page.

Terms of Service, version 1.0

These Terms of Service are an agreement between Harnace LLC, a Wyoming limited liability company ("Harnace", "we" or "us"), and the company or other organization that opens a Harnace account or signs an Order Form ("Customer" or "you"). They apply from the moment you accept them, by ticking the box in the console, by signing an Order Form that refers to them or by using the Service.

Please read section 17. It requires disputes to be resolved by binding individual arbitration, not in court, and waives class actions and jury trials.

1. Definitions

1.1 "Service" means Harnace's software and services, including the site at https://harnace.com, the console, the read-only endpoint at https://harnace.com/api/mcp and anything we make available through them.

1.2 "Customer Data" means the data you or your Users give the Service or that the Service reads from your Customer Systems on your instruction, and everything the Service derives from it for you, such as figures, definitions, differences and traces.

1.3 "Customer Systems" means the third-party systems you connect, such as your ledger, CRM, billing system, bank or payroll.

1.4 "AI Client" means an artificial intelligence application or agent that you or your Users connect to the Service, such as Claude or ChatGPT, and "AI Provider" means the company that provides it.

1.5 "User" means a person you allow to use the Service under your account.

1.6 "Agreement" means these Terms, the Data Processing Addendum, the Beta Terms while they apply and any Order Form, each in the version you accepted or signed.

1.7 "Order Form" means a document signed by both parties that refers to these Terms.

1.8 "Harnace Persons" means Harnace's members, managers, officers, employees, contractors and agents.

2. Accounts and authority

2.1 The person who accepts these Terms confirms that they are at least 18 years old and are authorized to bind the Customer. If you sign up with an email address that belongs to no company, the account is yours as an individual acting for your own business, and "Customer" means you.

2.2 The Service is for business use only. It is not offered to consumers.

2.3 You are responsible for your Users and everything done under your account, for keeping the email accounts your Users sign in with secure and for telling us at once at hello@harnace.com if you believe someone has reached your account who should not have.

2.4 You decide which Users may connect an AI Client and which company each connection reads. A connection reads what its User may read. If you add the Service to an AI Client that other people use, everyone who uses it may read what that User can.

3. What Harnace does

3.1 Harnace reads the Customer Systems you connect, checks each record before keeping it, keeps a dated and traced record of your finance data and lets your Users and your AI Clients read that record.

3.2 Harnace only reads. It accesses Customer Systems to read records and never to create, change or delete a record in them. Nothing in the Service can move money, make a payment, place a trade, sign or file anything for you. Where a Customer System issues access that could write, Harnace's code still only reads, and you should grant the narrowest access the system offers.

3.3 The read-only endpoint lets an AI Client ask questions of your record. Every request it makes is logged in a read ledger that your account's leaders can see. A User or a leader may revoke any connection at any time.

3.4 We may change, add or remove features. We will not make a change that materially reduces the protection of Customer Data described in the Data Processing Addendum.

4. Your data is yours

4.1 As between you and Harnace, you own Customer Data. You grant Harnace a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit and display Customer Data only as needed to provide the Service to you, to keep it secure and to meet the law.

4.2 Harnace does not use Customer Data to train, fine-tune or improve any artificial intelligence model, its own or anyone else's, and does not let its subprocessors do so.

4.3 Harnace never shows one customer's data to another and does not sell or share Customer Data.

4.4 Harnace may collect data about how the Service is used, such as page views, clicks, counts and response times ("Usage Data"), to run, secure and improve the Service. Usage Data does not include the content of Customer Data. We will not use Usage Data to identify you to anyone else.

4.5 The Data Processing Addendum governs how Harnace processes personal data within Customer Data, and wins over these Terms where the two differ.

5. Your AI Client and its provider

5.1 Your AI Client and its AI Provider are your choice and your recipients, under your own agreement with that provider. They are not Harnace's subprocessors. When your AI Client reads the Service, what Harnace sends it is then held by the AI Provider under your agreement with it.

5.2 Harnace is not responsible for an AI Client or an AI Provider, for what an AI Client does with what it reads or for anything an AI Client writes, says or decides, including how it states, summarizes or calculates a figure. Every figure Harnace gives carries an id that your AI Client can cite and a trace to its records, so you can check it.

5.3 You are responsible for choosing an AI Provider whose data terms suit you, including whether it keeps or trains on your conversations.

6. Check before you rely on it

6.1 Harnace gives you figures, definitions, differences, traces and other outputs computed from your Customer Data. Their accuracy depends on your Customer Systems and the definitions you approve.

6.2 Nothing the Service gives you is accounting, audit, tax, legal, payroll or investment advice, and it does not replace your own review, your accountants or your auditors. You are responsible for checking a figure before you rely on it, report it, file it or pay anyone from it.

6.3 Any example company shown on the site or in the Service, including Marlow Systems, is invented, and its people, customers and figures are made up. Do not rely on them as anyone's real figures.

7. Acceptable use

7.1 You will not, and will not let anyone else:

• scrape, crawl or bulk copy the Service, its records, definitions or guides, by script, crawler or AI Client, beyond what your own use needs
• load test, stress test or flood the Service, or send traffic meant to slow it or run up its costs
• exceed or work around the Service's rate limits
• try to reach another customer's data, or break or test the separation between customers
• get around a sign-in, a permission, a limit or a refusal
• send a request built to make the Service or someone else's AI Client do what it should not
• reverse engineer, decompile or disassemble the Service, except where the law allows it despite this restriction
• use the Service, or what it returns, to build or train a competing product or service
• give the Service data you have no right to share or data that breaks the law or anyone's rights
• upload malware or other harmful code
• connect a Customer System you are not authorized to connect
• give the Service payment card numbers, bank account numbers, government identifiers, health information or passwords, except a credential a connection's own form asks for
• use the Service to break the law, including export control and sanctions law

7.2 If you find a way into data or a part of the Service you should not have, stop and tell us at hello@harnace.com. Good faith reports are welcome.

8. Fees

8.1 The Service is free while the Beta Terms apply, unless an Order Form says otherwise.

8.2 Harnace will not charge you anything without a signed Order Form or your acceptance of a price we have shown you in writing at least 30 days before it applies.

8.3 Fees in an Order Form are due as it says and exclude taxes, which you pay except for taxes on Harnace's income.

9. Suspension

9.1 Harnace may suspend all or part of your access, or a single connection, if you breach section 7, if your use puts the Service, Harnace or another customer at risk, if fees are more than 30 days overdue or if the law requires it.

9.2 We will tell you why we suspend, before we do where we reasonably can and otherwise promptly after. We will limit a suspension to what the problem needs and end it once the problem is resolved.

10. Term and termination

10.1 The Agreement starts when you first accept these Terms and continues until either party ends it.

10.2 Either party may end the Agreement at any time by notice, unless an Order Form sets a term. Either party may also end it at once by notice if the other materially breaches it and does not cure the breach within 30 days of notice.

10.3 When the Agreement ends, your access ends and Harnace stops reading your Customer Systems. Harnace deletes Customer Data within 30 days after it ends. Before deleting, and on your request made within that period, Harnace gives you an export of your Customer Data. Deletion and its exceptions are as the Data Processing Addendum section 9 says.

10.4 Sections 4, 5, 6, 10.3, 11, 12, 13, 14, 15, 16, 17 and 18 survive the end of the Agreement, and so does any obligation to pay fees already owed.

11. Confidentiality

11.1 "Confidential Information" means information one party (the "discloser") gives the other (the "recipient") that is marked confidential or that a reasonable person would understand to be confidential. Customer Data is your Confidential Information. Non-public parts of the Service are Harnace's.

11.2 The recipient will use the discloser's Confidential Information only to perform or use the Agreement, will protect it with at least reasonable care and will share it only with its own personnel and contractors who need it and are bound by duties at least as protective.

11.3 These duties do not cover information that is or becomes public through no fault of the recipient, that the recipient already knew or independently developed or that it received lawfully from someone else without a duty of confidence.

11.4 The recipient may disclose Confidential Information where the law requires, after telling the discloser in advance where it lawfully can and helping the discloser seek protection at the discloser's cost.

12. Intellectual property and feedback

12.1 Harnace and its licensors own the Service, including its software, schemas, definition templates, guides, designs and brand, and everything Harnace develops, whether or not with your feedback. The Agreement gives you only the right to use the Service as it describes.

12.2 If you or your Users give Harnace suggestions, ideas or other feedback, Harnace may use them for any purpose, without obligation or payment, under a perpetual, irrevocable, worldwide and royalty-free license. Feedback does not include Customer Data.

12.3 Harnace will not name you as a customer or use your name or logo without your written permission.

13. Warranties and disclaimers

13.1 Each party confirms that it has the authority to enter into the Agreement.

13.2 To the fullest extent the law allows, and except as an Order Form expressly says, the Service and everything it gives you are provided "as is" and "as available", without warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, title, non-infringement, accuracy or quiet enjoyment, and any warranty arising from a course of dealing or usage of trade. Harnace does not promise that the Service will be uninterrupted, error free or secure against every threat, or that any figure is complete or correct.

14. Limitation of liability

14.1 Neither party is liable to the other for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue, goodwill or data, however caused and on any theory of liability, even if told they were possible.

14.2 Each party's total liability arising out of or relating to the Agreement is limited to the greater of the fees you paid Harnace in the 12 months before the event giving rise to the claim and one hundred US dollars (US$100).

14.3 Sections 14.1 and 14.2 do not limit:

• your obligation to pay fees owed
• a party's obligations under section 15
• liability for a party's gross negligence or willful misconduct
• any liability that the law does not allow to be limited

14.4 These limits apply even if a remedy fails of its essential purpose, and reflect an allocation of risk on which the fees, including a free Service, are based.

15. Indemnities

15.1 Harnace will defend you against any claim by a third party that the Service, as Harnace provides it, infringes that party's patent, copyright or trademark, or misappropriates its trade secret, and will pay the damages and costs finally awarded or agreed in settlement. Harnace has no obligation for a claim that arises from Customer Data, from a Customer System or AI Client, from your combining the Service with something Harnace did not provide, from a change not made by Harnace or from use in breach of the Agreement. If the Service is, or Harnace believes it may be, found to infringe, Harnace may get you the right to keep using it, change it so it does not infringe or end the Agreement and refund any fees you prepaid for the time after it ends. This section states your only remedy for infringement claims.

15.2 You will defend Harnace and the Harnace Persons against any claim by a third party arising from Customer Data, from your or your Users' use of the Service in breach of the Agreement or the law or from your AI Client or AI Provider's use of what the Service returns, and will pay the damages and costs finally awarded or agreed in settlement.

15.3 The party defended will tell the other promptly of the claim, let it control the defense and settlement and give it reasonable help, at the defending party's cost. A settlement that admits fault for, or imposes an obligation on, the party defended needs that party's written consent, which it will not unreasonably withhold.

16. Harnace Persons

16.1 The Agreement is with Harnace LLC only. No Harnace Person is a party to it or has any personal liability under it or in connection with the Service, and you will bring any claim only against Harnace LLC.

16.2 The Harnace Persons are intended third-party beneficiaries of sections 13, 14, 15.2 and 16, and may enforce them. Nothing else in the Agreement gives any right to anyone who is not a party.

17. Disputes, arbitration and governing law

17.1 Governing law. The Agreement, and any dispute arising out of or relating to it or the Service, is governed by the laws of the State of Wyoming, without regard to its conflict of laws rules, and by the Federal Arbitration Act.

17.2 Talk first. Before starting an arbitration or a court case, a party will send the other a written notice describing the dispute and the relief it wants, by email (to hello@harnace.com for Harnace). The parties will try in good faith to resolve it for 30 days after the notice.

17.3 Binding arbitration. Any dispute, claim or controversy arising out of or relating to the Agreement or the Service, including its formation, scope, enforceability or validity, will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect. There will be one arbitrator. The seat of arbitration is Cheyenne, Wyoming, and hearings may be held by video. The arbitrator may award any relief a court could award on an individual basis, and judgment on the award may be entered in any court with jurisdiction. Each party bears its own costs and fees except as the rules, the law or the award provide.

17.4 Individual claims only. Each party may bring claims against the other only in its individual capacity, and not as a plaintiff or class member in any class, collective, consolidated or representative proceeding. The arbitrator may not consolidate claims or preside over any class or representative proceeding. A court, not the arbitrator, decides whether this section 17.4 is enforceable. If it is found unenforceable for a claim, that claim goes to court under section 17.6 and not to arbitration, and section 17.7 applies to it.

17.5 Exceptions. Either party may bring an individual claim in a small claims court with jurisdiction. Either party may seek a temporary restraining order, a preliminary or permanent injunction or other equitable relief in court to protect its intellectual property or Confidential Information, without first going through section 17.2 or arbitration.

17.6 Courts. Any matter that goes to court under the Agreement will be heard only in the state or federal courts located in Laramie County, Wyoming, and each party consents to their jurisdiction and venue.

17.7 Jury waiver. If for any reason a dispute proceeds in court and not in arbitration, each party waives its right to a jury trial, to the fullest extent the law allows.

17.8 Time to bring claims. A claim must be started within one year after the claimant knew or should have known of it, unless the law does not allow this limit.

18. General

18.1 Changes to these Terms. Harnace may change these Terms by posting a new version and telling you by email or in the console at least 30 days before a material change takes effect, or sooner where the law or a security need requires. A change applies from its effective date to use after it and not to a dispute that arose before it. If you do not agree, you may end the Agreement under section 10.2 before the change takes effect. Where Harnace asks you to accept a new version in the console, it may pause reading your Customer Systems and serving your endpoint until you do.

18.2 Notices. Notices under the Agreement are given by email. Notices to Harnace go to hello@harnace.com. Notices to you go to the email address of the person who accepted these Terms or of your account's owner, or to the address in an Order Form. A notice is received when sent, unless the sender learns it was not delivered.

18.3 Export control and sanctions. Each party will comply with the export control and sanctions laws that apply to it. You confirm that you are not located in, organized under the laws of or owned or controlled by anyone in a country or region subject to comprehensive United States sanctions, and are not on a United States government list of restricted parties, and you will not let anyone who is use the Service.

18.4 Force majeure. Neither party is liable for a delay or failure caused by events beyond its reasonable control, such as natural disasters, war, terrorism, civil unrest, government action, labor disputes or the failure of the internet, a utility or a hosting, model or other provider. This section does not excuse an obligation to pay fees.

18.5 Assignment. Neither party may assign the Agreement without the other's written consent, except that either party may assign it without consent to a successor in a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets or of the business it concerns, by notice. Any other attempted assignment is void. The Agreement binds and benefits the parties' permitted successors and assigns.

18.6 Entire agreement and order of precedence. The Agreement is the parties' entire agreement about its subject and replaces all earlier agreements and understandings about it. Terms in a purchase order or similar document of yours do not apply. If documents conflict, this order governs: an Order Form, then the Data Processing Addendum for personal data, then the Beta Terms while they apply, then these Terms.

18.7 Severability and waiver. If a part of the Agreement is found unenforceable, it is enforced to the fullest extent allowed and the rest stays in effect, except as section 17.4 says. A party's failure or delay to enforce a right is not a waiver of it.

18.8 Relationship. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, fiduciary or employment relationship.

18.9 Electronic acceptance. Acceptance by ticking a box, clicking or signing electronically is as binding as a signature on paper. Harnace keeps a record of each acceptance: the name and role the person gave, the time they accepted and the address and browser they accepted from. You can see that record.

18.10 Questions. Write to hello@harnace.com.