GlacierPoint Scan Terms of Service

Version 2026-10-23, effective 23 October 2026.

These terms are an agreement between GlacierPoint Technologies LLC ("we", "us") and the organization that uses GlacierPoint Scan ("you"). Sections 16 and 17 limit what we promise and what we are liable for.

1. Business use and acceptance

1.1 GlacierPoint Scan is sold to businesses and other organizations for use in their trade or profession. It is not offered to consumers.

1.2 By creating an account, approving a collection, running the collector or paying for a Plan, you accept these terms. When you accept them in the portal, at sign-up or at your first sign-in after a version you have not yet accepted takes effect, we record the version, the time, the account and the IP address. The collector (from version 0.14.0) shows the version in force before it pairs with the portal, once on each computer for each version, and pairs only after the person running it ticks a box accepting them and chooses Accept; we record the version accepted with the pairing, and at the approval the version, the time, the approving account and the collector's address. A workspace owner adds a member by invitation: the invited person becomes a member only by signing in with the invited email address and accepting the invitation, and then accepts these terms themselves before using the workspace.

1.3 Organizations in the United States. GlacierPoint Scan is offered only to organizations established in the United States. By accepting these terms you represent that your organization is established in the United States, and that the billing address you give us is in the United States; we invoice and charge only to a billing address in the United States. A payment completed online with a billing address outside the United States is held: nothing is unlocked, and we refund it or, case by case, release it. An organization established elsewhere may ask us through the contact page at scan.glacierpointtech.com; we answer such requests case by case, and these terms do not offer the service to it.

2. Authority

2.1 The person who accepts these terms confirms that they are authorized to bind the organization named in the workspace.

2.2 Managed service providers. If you are a managed service provider and assess your clients' Environments, you confirm that for each client you have its written authorization to assess its Environment and, where you use remediation, to change it, covering the data described in our Privacy Policy and Data Processing Addendum. You are responsible for your clients' compliance with these terms in relation to their Environments and for your own users, and you answer to us for your clients' Environments as for your own. Each client whose Environment you assess must itself be an organization established in the United States (section 1.3); you may not use GlacierPoint Scan to assess or change the Environment of a client established elsewhere. Each client Environment is a separate Environment for fees and Plans. You may buy the MSP Plan online only after we have approved your workspace as a managed service provider, and at your first MSP purchase, or when you ask us to activate the MSP Plan, you accept the MSP Addendum by name and version, as it says in its section 1.1, and we record the words shown, the versions, the time, the account and the entity you bound. The MSP Addendum (scan.glacierpointtech.com/msp-addendum) supplements this section 2.2; its attachment, the authority matrix, lists what a client's written authorization must cover for GlacierPoint Scan, and its section 2.1 allocates loss from instructions that exceed that authority. If you ask, we may agree a separate master services agreement with you, which then prevails over these terms to the extent it says so.

3. Definitions

Service: the portal at scan.glacierpointtech.com, the Windows collector, the reports and remediation. Collector: the Windows program you download from the portal and run on your own computers. Environment: one Active Directory domain, one Microsoft 365 tenant, or an Active Directory domain together with the Microsoft 365 tenant of the same organization once the two are linked in your workspace. A linked domain and tenant are one Environment: one purchase, one collection allowance and one term. A tenant can be linked to only one domain of the same workspace, and only we can unlink them. Workspace: your organization's area in the portal. Roles: each member of a workspace has one role. An owner invites members and sets their roles, enrolls Environments and decides on support access; an owner or an operator runs collections and builds and authorizes Remediation Plans; a viewer reads Reports and results. "Operator" in these terms always means this role of yours, never our staff. Evidence: the configuration data the collector uploads, described in the Privacy Policy. Reports: the executive brief and technical report made from the Evidence. Plan: what you bought for an Environment. Remediation Plan: the set of changes prepared in the portal from a Report and signed by the portal. Remediation add-on: under a One-time assessment, a purchase of remediation for one Environment, which allows Remediation Plans for that Environment until the One-time term ends (section 8.2).

4. The Service

4.1 During an assessment the collector reads configuration and changes no configuration of your Environment. For Active Directory and Windows hosts it runs under the Windows account of the person who starts it, reads the directory over LDAP and the hosts you select over WinRM, and checks which services answer on a fixed list of network ports. For Microsoft 365 it reads settings through Microsoft Graph and Microsoft's Exchange Online, Purview and Teams PowerShell modules after an administrator signs in on Microsoft's own page. The first Microsoft 365 collection asks a Global Administrator to consent to the collector's read-only permissions, a grant that Microsoft records in your tenant. The Exchange Online, Purview and Teams sessions carry the roles of the administrator who signs in, which can include rights to change settings; during an assessment the collector runs only read commands in them. The collector may install Microsoft's PowerShell modules on the computer it runs on, as section 15 says. Microsoft sign-in tokens stay in memory on your computer and are not sent to us.

4.2 Each collection is approved in your workspace with a one-use code that binds the collector to the scope shown. The Evidence is encrypted on your computer before upload and sent over an encrypted connection. The portal evaluates it against our control catalog, which changes over time; each report records the catalog version used.

4.3 We may change, add or remove features and controls. If a change materially reduces what a paid Plan includes during its term, we will tell your workspace owners by email, and you may cancel that Plan within 30 days of our notice and receive a pro-rata refund of the unused part of its paid term.

4.4 Beta features. Features we mark as beta (not the locked preview of section 8.1) are provided as is, may change or be removed at any time, and are outside the limited warranty of section 16.4.

5. License to the collector

5.1 While your workspace is in good standing, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable license to run the collector on computers you control, solely to assess and, where your Plan includes it, remediate the Environments enrolled in your workspace, and, for 90 days after a Plan ends, to roll back changes made under it (section 11.6).

5.2 You must not: (a) use the collector on an Environment that is not enrolled in your workspace, or that you do not own or are not authorized to assess; (b) copy, sell, rent, redistribute or publish it, other than internal copies needed to run it; (c) reverse engineer, decompile or disassemble it, except where the law expressly allows despite this restriction; (d) modify it or interfere with its signature checks, scope binding or encryption; or (e) use it or its output to build a competing product.

6. Accounts and security

6.1 Accounts are personal. Members sign in with a one-time code sent by email or, where set, a password. Do not share accounts or codes.

6.2 Workspace owners invite the members and decide their roles, the enrolled Environments, and whether our support staff may view the workspace. You are responsible for activity through your accounts, for removing members who leave, and for the security of the computers that run the collector or store reports. Tell us promptly at support@glacierpointtech.com of any suspected misuse.

7. Your authorization to assess

7.1 For every Environment you enroll, collection you approve and remediation you authorize, you warrant that: (a) you own the Environment or have the owner's authorization to assess and, where relevant, change it; (b) the Windows and Microsoft 365 accounts you use act with their organization's authority; and (c) collecting the Evidence and sharing it with us is lawful, including under employment, privacy or works-council rules, and you have given any notices and obtained any consents they require.

7.2 We do not verify who owns a domain or tenant, and we rely on your warranty. Each pairing approval and each offline collection package requires the person approving it to confirm in the portal that they are authorized to assess the Environment, and we record that confirmation with the account and the time.

8. Plans, preview, fees and taxes

8.1 Locked preview. A workspace may run one free collection of each Environment it enrolls, with at most five Environments in preview at a time. The portal shows summary counts, the posture panel, the leading workstreams and two failed control titles; the Reports, per-host results and remediation stay locked until you buy a Plan. The preview is how you evaluate the service before paying. A preview report is kept 30 days from its creation.

8.2 Plans. Each Plan covers one Environment. Plans are described on the pricing page and in your order. At the date of this draft:

A run that completes the missing parts of an existing report is not a collection. Under a One-time assessment, remediation is bought as a remediation add-on for the Environment, at the price shown on the pricing page or in your order; it allows Remediation Plans for that Environment until the One-time term ends. Plans run for the terms shown; there is no monthly Plan. The MSP Plan is sold only to workspaces we have approved as managed service providers (section 2.2).

8.3 Fees and payment. Fees are charged per Environment, in US dollars, as shown on the pricing page or your invoice. Invoices are due on receipt, unless we have agreed a longer payment term with you in writing (for example net 30 for a managed service provider). Online payments are taken on Stripe's checkout page, where you enter your card or bank details; they are never sent to us. Unless we agree otherwise in writing, a Plan starts, and we unlock its Environment, when we receive payment. Invoices and online payments use a billing address in the United States; an online payment with a billing address elsewhere is held (section 1.3). If you dispute an invoice in good faith, tell us before its due date and pay the undisputed part on time. We do not charge interest on late amounts; if an amount is not paid when due, we may suspend access only after a reminder, as section 19.1 provides. Fees exclude taxes; you pay sales, use, VAT and similar taxes other than taxes on our income.

8.4 Renewal. A One-time assessment never renews. Annual and MSP Plans run for 12 months.

(a) Paid online. An Annual or MSP Plan paid online renews automatically for another 12 months only if a workspace owner turned on "Renew automatically", a box that is not ticked unless you tick it, at checkout or later on the Billing page. A renewal is charged at the price of your subscription to the saved payment method when the paid year ends. You may turn renewal off at any time on the Billing page or in Stripe's customer portal; the Plan then runs to the end of the paid year and ends, nothing more is charged, and no part of the year is refunded. We email your workspace owners 35 and 7 days before the end of each term, stating the date and, while renewal is on, the amount to be charged; Stripe sends a receipt for each payment. If a renewal charge fails, Stripe retries it for about two weeks and emails you about the failed payment; the Plan stays available for 7 days after the end of the paid year and then expires, unless a retry succeeds, in which case the new term continues.

(b) Paid by invoice. A Plan paid by invoice never renews by itself. Before the term ends we send your workspace owners a renewal invoice and reminders, the first at least 30 days before the end of the term (we send them 35 and 7 days before), stating the end date, the price of the next term and how to pay. If the renewal invoice is paid, a new 12-month term starts at the end of the current one, at our then-current price shown on that invoice. If it is not paid by the end of the term, the Plan ends at the end of the term and nothing is owed for the renewal. We charge no amount for a renewal by invoice unless you pay the invoice.

(c) A Plan that ends under (a) or (b) has expired, and access to its Environment ends as section 19.2 describes; that is not a suspension under section 19.1.

9. Refunds

9.1 One-time assessment: you may ask for a full refund within 14 days of purchase if the service has not produced a report for a supported Environment despite your reasonable cooperation with support. A remediation add-on is refundable in full until the first Remediation Plan for its Environment has been authorized in the portal, and is non-refundable afterwards.

9.2 Annual: you may ask for a full refund within 14 days of purchase if no more than one collection of that Environment has been run since the purchase. The free preview collection run before the purchase is not counted for this purpose, even though it counts toward the Plan's collection allowance in section 8.2.

9.3 MSP: the rule in section 9.2 applies to each client Environment separately: you may ask for a full refund of the Plan for a client Environment within 14 days of its purchase if no more than one collection of that Environment has been run since the purchase.

9.4 Otherwise fees are non-refundable, except under section 4.3 (a change that materially reduces a paid Plan), section 10.2 (an objection to a new subprocessor) or where the law requires. We make refunds through Stripe to the original payment method or, for an invoice, to the account that paid it. A full refund of a Plan ends the Plan at once, locks the Environment's Reports again (they stay stored until their retention ends but cannot be opened unless the Environment is bought again) and cancels any running subscription for it; a refund of a remediation add-on ends only that add-on. A "supported Environment" meets the requirements of the getting-started guide in force at purchase.

10. Your data and confidentiality

10.1 You keep all rights in the Evidence and Reports and grant us the rights needed to host, process, evaluate and show them to you and to keep them in backups as the Privacy Policy describes. We may also use data about the operation and performance of the service, which does not include the contents of the Evidence, to run, secure and improve it.

10.2 We process the personal data in the Evidence, the Reports and the Remediation Plans only on your behalf, to provide the service, as your processor, on your instructions as these terms and the Privacy Policy describe. Where we act as your processor, we may enter into a separate Data Processing Addendum (DPA) with you: the Data Processing Addendum of GlacierPoint Technologies LLC, one document for all of our products, with a schedule for each, whose Schedule 2 describes the processing of GlacierPoint Scan, our subprocessors, our security measures and how data is deleted and returned. It is available on request and, once signed by both of us, is incorporated into and forms part of these terms (section 23). The Privacy Policy covers the account, billing, support and website data we control. The service is hosted in the United States, and our subprocessors and their locations are listed at scan.glacierpointtech.com/subprocessors. We update that list and email your workspace owners at least 30 days before a new subprocessor starts processing the personal data we process for you. You may object on reasonable data protection grounds within that period by writing to privacy@glacierpointtech.com; we will discuss the objection in good faith, and if we cannot resolve it, you may end the affected Plan before the change takes effect and receive a pro-rated refund of the fees prepaid for the unused part (a signed DPA says the same in its section 6.2).

10.3 Each party will keep the other's non-public information confidential, use it only for this agreement, and protect it with at least reasonable care. Each party may disclose the other's confidential information to its employees, contractors, professional advisers and insurers who need it for this agreement and are bound by confidentiality duties at least as protective as these. This does not cover information that is public through no fault of the recipient, already known to it, independently developed, or lawfully received from others, or disclosures the law requires (with notice where lawful). Your Evidence and Reports are your confidential information. Our confidential information includes the control catalog, the remediation catalog, the non-public parts of the collector and non-public pricing.

10.4 Our support staff can view your Reports, Evidence and remediation records only after an owner grants time-limited access; the access is read-only, and the start and end of each support session and every report download are recorded in your activity log. To run the service and bill for it, our service administrator can see your workspace's metadata, such as members, Environments, Plans, and report dates and sizes, without a grant, but not the contents of Reports, the Evidence or remediation values. Actions of our service administrator that change your workspace, such as an unlock or a member change, are recorded in your activity log.

10.5 We do not sell personal data and do not use your Evidence or Reports to train artificial intelligence or machine-learning models.

10.6 Aggregated statistics. We may compile statistics from assessment results across customers, such as how often a control fails, to improve the service and to publish benchmarks, on these conditions: (a) we use only aggregates; (b) no customer, organization, Environment, domain, tenant, host, account or individual is identified or reasonably identifiable from them; (c) we publish no statistic for a group smaller than 20 organizations; (d) we never disclose raw Evidence; and (e) we do not use your Evidence to train machine-learning models.

11. Remediation

11.1 Remediation is optional and acts only on your direction. Through the collector, nothing changes unless a member of your workspace with the owner or operator role (never our staff) builds a Remediation Plan from a Report and authorizes it in the portal, your Microsoft 365 administrator signs in separately for changes (for Microsoft 365), and the person running the collector confirms the operations. The person who authorizes a Remediation Plan confirms that they reviewed and direct the changes, and we record the account, the time and the text they confirmed. The collector runs only operations of our remediation catalog, which is signed with a key our portal does not hold and which the collector checks before use, as selected by a Remediation Plan signed by the portal. An owner or operator may instead export a Microsoft 365 Remediation Plan as a script after confirming the acknowledgement the portal shows, which we record; you then run the script yourself, in your own administrator session, and the portal authorization, the separate sign-in and the collector's confirmations do not apply to it. Remediation events (Remediation Plan created, authorized, claimed, receipt, verified) are recorded in your activity log with their status and counts.

11.2 For Active Directory, the collector creates new Group Policy objects under the Windows account that runs it; they are not linked anywhere and do nothing until you link them. For Microsoft 365, it creates policies in report-only, disabled, test or unassigned state, which enforce nothing until you enable them, and changes individual settings directly, which take effect immediately, after recording each previous value.

11.3 You are responsible for reviewing each change, change control, testing, backups, and deciding whether and when to link or enable. The accounts and privileges used are yours. In particular, you will: (a) test each change in a pilot or non-production scope first; (b) apply changes in a change window; (c) check and exclude emergency-access accounts before you enable a policy; (d) link each GPO only to the scope its profile names; (e) read each operation's impact text; (f) back up or export the objects and settings a Remediation Plan changes before you authorize it; (g) keep the local journal and rollback file, without which rollback is not possible; and (h) not rely on rollback as your only way back. You acknowledge that a change which improves security can disrupt systems, applications or users that depend on the previous setting, and that we cannot know those dependencies.

11.4 Rollback is an attempt to write back the values recorded in the journal, where Microsoft's platform accepts them. It is best-effort, not guaranteed: Microsoft may refuse a recorded value; a previous value too large for the journal is not restored; the recorded values replace any change made to the same settings after the run; changes made by hand or outside the Remediation Plan are not touched; and unlinking or deleting a GPO does not undo every setting it applied. Rollback needs the journal on your computer (for an exported script, the journal written next to it) and, for Microsoft 365, an administrator sign-in with the roles the Remediation Plan names. A run may stop partway; the receipt shows which operations were applied. Only a later collection shows whether a finding is fixed.

11.5 Authorized remediation. We will implement only the operations specifically described in the Remediation Plan you approve, using reasonable care and skill, and record the operations performed. The Plan must identify the affected tenant or domain, material proposed changes, known material dependencies, and available rollback procedures and limitations. You must obtain required client and system-owner permissions, review the Plan, maintain appropriate backups, and approve an appropriate maintenance window.

You accept the disclosed inherent operational effects of changes we correctly implement within that approval. For adverse effects inherent in those correctly implemented changes, we will provide reasonable rollback assistance using the available procedures and, on request, refund the affected remediation fee: US$299 for the remediation add-on bought separately for the Environment of a One-time assessment, or one-twelfth of the applicable annual fee for remediation included in an Annual or MSP Plan. Rollback may not fully restore the prior state and is not a substitute for backups. This allocation does not excuse an out-of-scope change, an implementation that does not conform to the approved Plan, or our failure to use reasonable care and skill; claims concerning those failures remain subject to the other provisions of these terms, including section 17.3's applicable exceptions. It does not limit liability for fraud, willful misconduct, gross negligence, or liability that cannot lawfully be limited. Any customer indemnity concerning remediation applies only to the extent a third-party claim results from your lack of authority, unlawful instructions, or other specified breach, not from our own conduct described in these exceptions.

11.6 The collector offers to roll back a Microsoft 365 run in its window, right after that run. Later, the run is rolled back with the rollback file written next to its journal on your computer, which you run in your own administrator session and which needs neither a Plan nor our portal; Active Directory changes are undone by unlinking or deleting the GPOs the collector created (section 11.4). After a Plan ends, the journal and the rollback file stay yours (section 19.2), and section 5.1 lets you run the collector for 90 days to roll back changes made under the Plan.

11.7 We may change, suspend or withdraw any remediation operation at any time, including after a change by Microsoft. Doing so is a change under section 4.3 only where it materially reduces what a paid Plan includes.

11.8 Remediation is software that you operate. We do not operate your systems, and our support (section 13) is not an incident-response service.

12. Acceptable use

You must not use the service to: (a) assess or change any system without authorization; (b) probe or test the security of our portal or infrastructure, except under our vulnerability disclosure policy at scan.glacierpointtech.com/security/disclosure; (c) upload anything other than Evidence produced by the collector; (d) bypass Plan limits, scope binding or the support read-only gate; (e) break the law or anyone's rights; or (f) submit special categories of personal data, that is, data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs or trade union membership, genetic or biometric data, data concerning health, sex life or sexual orientation, or data about criminal convictions, or protected health information under HIPAA, financial account numbers, Social Security and other government identification numbers, or passwords or other credentials, including in names, descriptions, paths or other values in your directory, hosts or tenant that the collector reads. The collector gathers configuration and directory metadata only, and we do not sign business associate agreements. You must also: (g) use the service only as the getting-started guide and the remediation guidance describe; and (h) not use remediation on a system whose failure could reasonably be expected to cause death, bodily injury, environmental damage or disruption of critical infrastructure, unless each change was first tested in a non-production environment.

13. Support and availability

We provide support by email and the portal's Help page Monday to Friday, 9 a.m. to 5 p.m. US Central Time, excluding US federal holidays, and aim to send a first response within one business day. We do not promise any level of availability, and there is no service level agreement unless we sign one with you.

14. Intellectual property and feedback

We and our licensors own the service, the collector, the control catalog and the report formats. These terms give you no rights in them beyond section 5. We may use your feedback without obligation.

15. Third-party services

GlacierPoint Scan is not affiliated with, endorsed by or sponsored by Microsoft. Microsoft 365, Windows and Active Directory are trademarks of Microsoft Corporation. The service depends on Microsoft's products, which Microsoft may change at any time, and on the subprocessors listed in the Privacy Policy and at scan.glacierpointtech.com/subprocessors. Microsoft PowerShell modules the collector installs at your request are Microsoft's software under its terms. We are not responsible for third-party services, including your Microsoft subscriptions.

16. DISCLAIMERS

16.1 THE ASSESSMENT IS A POINT-IN-TIME REVIEW OF THE CONFIGURATION COLLECTED, AT THE TIME COLLECTED, FROM THE HOSTS AND WORKLOADS YOU SELECTED, WITHIN THE LIMITS STATED IN THE REPORT. IT IS NOT A PENETRATION TEST, AN AUDIT, AN AUDIT OPINION, AN ATTESTATION OR A CERTIFICATION, AND IT IS NOT A GUARANTEE THAT YOUR ENVIRONMENT IS SECURE OR COMPLIANT WITH ANY LAW, STANDARD OR CONTRACT. FINDINGS, SEVERITIES AND GUIDANCE ARE INFORMATIONAL. THE ABSENCE OF A FINDING DOES NOT MEAN THE ABSENCE OF A RISK. REPORTS ARE FOR YOUR INTERNAL USE. YOU MAY SHARE THEM WITH YOUR PROFESSIONAL ADVISERS, AUDITORS AND INSURERS (AND, IF YOU ARE A MANAGED SERVICE PROVIDER, WITH THE CLIENT WHOSE ENVIRONMENT A REPORT CONCERNS), WHO RELY ON THEM AT THEIR OWN RISK. YOU WILL NOT PRESENT A REPORT AS AN AUDIT, ATTESTATION OR CERTIFICATION BY US. WE DO NOT WARRANT THAT REPORTS OR FINDINGS ARE ACCURATE OR COMPLETE, THAT AN OPERATION WILL HAVE THE EFFECT DESCRIBED, OR THAT A ROLLBACK SUCCEEDS; SECTIONS 4 AND 11 DESCRIBE HOW THE SERVICE IS DESIGNED TO WORK AND ARE NOT WARRANTIES.

16.2 MICROSOFT AND WINDOWS BEHAVIOR, DEFAULTS AND INTERFACES CHANGE WITHOUT NOTICE TO US, AND A CONTROL OR REMEDIATION THAT WAS ACCURATE WHEN WRITTEN MAY BECOME INACCURATE.

16.3 EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE, COLLECTOR, REPORTS, REMEDIATION PLANS, EXPORTED SCRIPTS AND CATALOGS ARE PROVIDED "AS IS" AND "AS AVAILABLE", AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND UNINTERRUPTED OR ERROR-FREE OPERATION; WE DO NOT GUARANTEE THAT THE SERVICE WILL BE AVAILABLE AT ANY TIME OR FOR ANY SHARE OF TIME.

16.4 Limited warranty. We warrant that the service will perform materially in accordance with the then-current documentation made available to you at the time of purchase. If you notify us in writing of a material failure to conform to this warranty, we will use commercially reasonable efforts to correct the nonconformity within thirty (30) days of receipt of the notice. If we fail to correct a confirmed material nonconformity within that period, your sole and exclusive remedy for the nonconformity is to end the affected Plan or remediation add-on and receive a pro-rata refund of any prepaid fees for the unused portion of the then-current term. This warranty does not apply to: (a) the locked preview of section 8.1, and features or functionality designated as beta, "Soon" or experimental in the documentation or on the pricing page; (b) nonconformities caused by your misuse, modification or use of the service in a manner not permitted by these terms or by the getting-started guide, including modified copies of the collector or of an exported script; or (c) nonconformities caused by third-party products or services, including Microsoft's and Windows' products, services and interfaces, that are outside our reasonable control. This limited warranty is your sole warranty remedy and does not expand the limitation of liability in section 17. All other warranties, express, implied or statutory, including warranties of merchantability, fitness for a particular purpose and non-infringement, are disclaimed to the fullest extent permitted by law.

16.5 Scheduled outputs and reports. We will use reasonable care and skill to operate the service and generate and transmit the Reports, reminders and emails described for your Plan, using the supported data sources, permissions, settings, and run intervals disclosed in the applicable documentation. We do not guarantee receipt in a recipient's inbox or detection of every relevant condition. Unsupported item types, unavailable source data, missing permissions, destination suppression, and changes between runs may limit an output; we will identify known material coverage limitations and failed or incomplete runs in the service or output. These limitations do not excuse our failure to perform an express obligation under these terms.

If an output materially fails to conform to this commitment, notify us promptly with reasonably available details. We will investigate and, where useful, correct or re-perform the affected service without additional charge within 30 days after notice. If correction or re-performance is not reasonably possible or is not completed within that period, you may elect a refund of the fees reasonably attributable to the affected output or service period. A credit may be substituted only with your agreement. For a bundled Plan, the refund will reflect the affected functionality and period rather than an arbitrary zero allocation. This is the exclusive remedy for ordinary failures of this commitment, subject to the limitations and mandatory exceptions in these terms; it does not limit remedies for fraud, willful misconduct, gross negligence, breach of confidentiality or data-protection obligations to the extent those obligations are excluded from the approved limitation, or liability that cannot lawfully be limited. No duplicate recovery is permitted.

17. LIMITATION OF LIABILITY

17.1 TO THE FULLEST EXTENT THE LAW ALLOWS, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS, DATA OR GOODWILL (WHETHER DIRECT OR INDIRECT), OR BUSINESS INTERRUPTION, HOWEVER CAUSED AND EVEN IF ADVISED OF THEIR POSSIBILITY.

17.2 TO THE FULLEST EXTENT THE LAW ALLOWS, AND EXCEPT AS SECTION 17.4 PROVIDES, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE IS LIMITED TO THE FEES YOU PAID US FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. IF YOU PAID NO FEES IN THAT PERIOD, FOR EXAMPLE BECAUSE YOU USED ONLY THE FREE PREVIEW, OUR TOTAL LIABILITY IS LIMITED TO US$100.

17.3 SECTIONS 17.1, 17.2 AND 17.4 DO NOT LIMIT YOUR OBLIGATION TO PAY FEES, YOUR INDEMNITY IN SECTION 18 OR YOUR BREACH OF SECTIONS 5, 7 OR 12, AND THEY DO NOT APPLY TO A PARTY'S LIABILITY FOR (a) FRAUD OR FRAUDULENT MISREPRESENTATION, (b) INTENTIONAL MISCONDUCT, (c) WILLFUL AND WANTON MISCONDUCT OR (d) GROSS NEGLIGENCE, OR TO (e) ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

17.4 FOR CLAIMS ARISING FROM A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS (SECTION 10.3) OR OF ITS DATA PROTECTION OBLIGATIONS UNDER A SIGNED DPA, THAT PARTY'S TOTAL LIABILITY IS LIMITED TO TWO TIMES THE FEES YOU PAID US FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, AND IS NEVER LESS THAN US$100. THIS LIMIT REPLACES THE LIMIT IN SECTION 17.2 FOR THOSE CLAIMS AND IS NOT ADDED TO IT.

17.5 THE EXCLUSIONS AND LIMITS IN THIS SECTION 17 APPLY TO ALL LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE. SECTION 11.5 ALLOCATES THE EFFECTS OF AUTHORIZED REMEDIATION WITHIN THESE LIMITS; CLAIMS IT DOES NOT COVER REMAIN SUBJECT TO THIS SECTION 17, INCLUDING THE EXCEPTIONS OF SECTION 17.3. These limits are part of the basis of the bargain, and the fees reflect them.

18. Your indemnity

You will defend and indemnify us and our members, officers and staff against third-party claims, and resulting losses, fines, costs and reasonable legal fees, arising from: (a) assessing or changing any environment, host or tenant without authorization, including an MSP client's; (b) breach of section 7; (c) breach of sections 5 or 12; (d) a remediation operation applied on your authorization, or a change you made, linked or enabled, to the extent the claim results from your lack of authority, unlawful instructions or breach of these terms, and never from our own conduct described in section 11.5 or in the exceptions of section 17.3; or (e) a claim by your client, or by any other person who received a Report from you or whose Environment was assessed or changed through you. We will notify you promptly, let you control the defense, and cooperate at your cost; you may not settle in a way that binds us without our consent.

19. Suspension and termination

19.1 You may stop using the service at any time and ask us to close your workspace or delete an account. We may suspend access at once if we reasonably believe there is unauthorized assessment, misuse, a security risk, or non-payment after a reminder; we will say why and restore access when resolved. A Plan that ends because its renewal invoice was not paid, because its online renewal was off, or because its renewal charge still failed 7 days after the paid year ended has expired under section 8.4; that is not a suspension. Either party may terminate for the other's material breach not cured within 30 days of notice. We may terminate at once on notice for your breach of section 5.2, 7 or 12 that cannot be cured, or where needed to comply with export control or sanctions laws.

19.2 When a Plan ends, its Environment re-locks: no new collections, and existing reports stay available until their retention ends, except after a full refund of the Plan, when they are locked again at once (section 9.4). Remediation journals and rollback scripts on your computers remain yours. When your workspace is closed, at your request or by us under these terms, we delete your account, workspace and remaining reports from the live system within 30 days, except records the law requires us to keep, our purchase records and our agreement records. Purchase records (the Plan, the Environment, the amounts, the dates, the buying owner's email address, the billing country and Stripe's identifiers for the payment) are tax records: we keep each for 7 years after the last payment it records, also after your workspace is closed. Agreement records say who accepted which version of these terms and when, who authorized which assessment and when, who authorized which Remediation Plan, with the consent text shown and when, who confirmed its operations in the collector, with the consent text shown, who exported a Remediation Plan as a script, with the acknowledgement shown, who confirmed at sign-up that your organization is established in the United States, who placed which order online and when, with the renewal choice and the order text shown, and, for a managed service provider, who accepted section 2.2 and when. We keep each agreement record for five years after the event, also after your workspace is closed, to establish or defend legal claims; it holds the account's email address, the workspace and Environment names, the time, the IP address, the terms version or the order or consent-text identifier, and the Remediation Plan's digest or the order's Plan, price and renewal choice; never Evidence or Reports. Deleted data then leaves our encrypted backups as they age out (see the Privacy Policy).

19.3 Sections 2.2, 5.2, 7, 8.3 (as to amounts already due), 9.4, 10, 11.3 to 11.6, 12, 14 and 16 to 23 survive termination.

20. Changes to these terms

We may update these terms with at least 30 days' notice of material changes by email to workspace owners or in the portal. A change applies from your next renewal, or from the end of the notice period if you keep using the service. For Annual and MSP Plans, changes to these terms that materially affect your rights or obligations take effect at the start of the next renewal term following the required notice period, unless the change is required by applicable law, a court order or a change in our obligations to a third-party provider, in which case the change takes effect as specified in the notice. During the remainder of a paid 12-month term, the terms in effect at the start of that term govern the parties' relationship with respect to that term. For a One-time assessment, a change applies from the end of the notice period.

21. Governing law and venue

Illinois law governs these terms, without regard to its conflict-of-laws rules. The exclusive venue for any dispute arising under or relating to the agreement shall be the Circuit Court of Cook County, Illinois, or, where federal jurisdiction exists, the United States District Court for the Northern District of Illinois, Eastern Division, and each party irrevocably submits to the personal jurisdiction of those courts and waives any objection based on venue or inconvenient forum. Disputes are decided by those courts; there is no arbitration. EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY SUCH DISPUTE. Either party may nevertheless seek an injunction or other interim relief in any court of competent jurisdiction for a breach of section 5, 10.3 or 14. The UN Convention on Contracts for the International Sale of Goods does not apply.

22. Export and sanctions

You will comply with US export control and sanctions laws. You confirm that you are not located in, or owned or controlled from, a comprehensively sanctioned country or region, are not on a US restricted-party list, and will not let such persons use the service.

23. General

Force majeure: neither party is liable for delay or failure caused by events beyond its reasonable control, including outages of Microsoft, our hosting provider or the internet, except for payment obligations. Assignment: you may not assign these terms without our consent; we may assign them to an affiliate or a successor to our business on notice. Notices: we write to your workspace owners' email addresses; you write to legal@glacierpointtech.com, and for breach or legal claims also by post to 1043 S Roselle Rd #1053, Schaumburg, IL 60193, United States. A notice by email is given when it is sent to your workspace owners' addresses or, for a notice to us, to legal@glacierpointtech.com. Electronic contracting: the parties agree to contract and to give notices electronically. Entire agreement: the agreement consists of these terms, the DPA where we have signed one with you, and any order we accept; an order we accept prevails over these terms, and a signed DPA prevails for the processing of personal data on your behalf (its section 13.1). The Privacy Policy, the getting-started guide, the website and the texts shown in the product describe the service and are provided for information; they are not part of the agreement, and you have not relied on any statement that is not in the agreement. Terms in your purchase order, supplier portal or onboarding documents do not apply, even if we click to accept them. Interpretation: "including" means "including without limitation". Severability and waiver: an unenforceable provision is limited to the minimum extent needed and the rest stands; not enforcing a provision is not a waiver. Independent parties: no partnership or agency is created, and no third party has rights under these terms, except the persons section 18 protects.