Terms of Service

1. Acceptance of Terms

By accessing or using WorkforceVault (the "Service"), operated by Port & Starboard LLC, a Virginia limited liability company ("Company," "we," "us," or "our"), you ("User" or "you") agree to be bound by these Terms of Service ("Terms"). If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms, in which case "you" shall refer to such entity. If you do not agree to these Terms, you may not access or use the Service.

2. Description of Service

WorkforceVault provides a software-as-a-service platform designed to assist businesses in managing labor law poster compliance. The Service includes:

• Poster monitoring and update notifications
• Digital poster distribution and tracking
• Compliance reporting and analytics
• Employee acknowledgment tracking

The Service is a compliance management tool only and does not constitute legal services or legal advice.

3. Account Registration

To access certain features, you must register for an account. You agree to:

• Provide accurate, current, and complete registration information
• Maintain and promptly update your account information
• Maintain the confidentiality of your password and accept responsibility for all activities under your account
• Immediately notify us of any unauthorized use of your account
• Ensure that your use complies with all applicable laws and regulations

We reserve the right to suspend or terminate accounts that violate these Terms or pose security risks.

4. Payment Terms

Paid subscriptions are billed in advance on a monthly or annual basis. You agree to pay all fees associated with your selected plan. All fees are non-refundable except as expressly stated herein or as required by applicable law. We reserve the right to modify pricing with thirty (30) days' advance notice.

If payment fails, we may suspend access to the Service until payment is received. You are responsible for all taxes applicable to your use of the Service, excluding taxes based on our net income.

5. No Legal Advice; Compliance Disclaimer

THE SERVICE IS NOT A SUBSTITUTE FOR LEGAL COUNSEL. WorkforceVault provides compliance management tools and informational resources only. The Service:

• DOES NOT GUARANTEE compliance with any federal, state, or local laws
• DOES NOT CONSTITUTE legal advice or create an attorney-client relationship
• DOES NOT REPLACE the need for qualified legal counsel
• CANNOT ENSURE that your workplace will meet all legal requirements

Labor laws vary by jurisdiction, industry, and employer size, and change frequently. While we make reasonable commercial efforts to provide accurate and timely information, we cannot warrant that all content is complete, current, or applicable to your specific situation.

YOU ARE SOLELY RESPONSIBLE for ensuring your workplace complies with all applicable laws and regulations. We strongly recommend consulting with qualified employment law counsel for specific compliance questions. By using this Service, you acknowledge that you are not relying on WorkforceVault as a substitute for professional legal advice.

6. Intellectual Property

The Service, including its original content, features, functionality, and underlying technology, is owned by Port & Starboard LLC and is protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes. This license does not include the right to sublicense, resell, or distribute the Service.

7. User Data and Privacy

You retain ownership of all data you submit to the Service ("User Data"). By using the Service, you grant us a limited license to use, process, and store User Data solely to provide and improve the Service.

Our collection and use of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

8. Data Export and Portability

Upon written request, we will provide you with an export of your User Data in a standard machine-readable format within thirty (30) days. Upon termination of your account, you may request a data export within fourteen (14) days; thereafter, we may delete your User Data in accordance with our data retention policies.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PORT & STARBOARD LLC, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR:

• Any indirect, incidental, special, consequential, or punitive damages
• Loss of profits, data, use, goodwill, or other intangible losses
• Any damages arising from your reliance on the Service for legal compliance
• Any penalties, fines, or judgments imposed on you by any governmental authority
• Any damages resulting from unauthorized access to or alteration of your data

AGGREGATE LIABILITY CAP: Our total liability for any claims arising under these Terms shall not exceed the greater of (a) the amounts paid by you to us in the twelve (12) months preceding the claim, or (b) one hundred dollars ($100.00).

Some jurisdictions do not allow limitations on implied warranties or liability for incidental or consequential damages, so the above limitations may not apply to you. In such jurisdictions, our liability is limited to the maximum extent permitted by law.

10. Indemnification

You agree to indemnify, defend, and hold harmless Port & Starboard LLC and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of any applicable law or regulation; (d) any claim that your use of the Service infringes any third-party rights; or (e) any failure to comply with labor law requirements applicable to your business.

11. Force Majeure

We shall not be liable for any delay or failure to perform resulting from causes outside our reasonable control, including but not limited to acts of God, natural disasters, pandemic, war, terrorism, civil unrest, labor disputes, government actions, power failures, internet or telecommunications failures, or cyberattacks.

12. Governing Law; Jurisdiction

These Terms and any dispute arising out of or related to these Terms or the Service shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of law principles.

Subject to the arbitration provisions below, any legal action or proceeding relating to these Terms or the Service shall be instituted exclusively in the state or federal courts located in Virginia Beach, Virginia, and you consent to the exclusive jurisdiction of such courts. You waive any objection to venue in such courts.

13. Dispute Resolution; Binding Arbitration

Informal Resolution: Before initiating any arbitration or court proceeding, you agree to first contact us at legal@workforcevault.com and attempt to resolve the dispute informally for at least thirty (30) days.

Binding Arbitration: Any dispute, claim, or controversy arising out of or relating to these Terms or the Service that cannot be resolved informally shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Virginia Beach, Virginia, or at another mutually agreed location. The arbitrator's decision shall be final and binding.

Class Action Waiver: YOU AND PORT & STARBOARD LLC AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate claims or preside over any form of class or representative proceeding.

Exceptions: Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement of intellectual property rights.

14. Termination

We may terminate or suspend your access to the Service immediately, without prior notice or liability, for any reason, including breach of these Terms. Upon termination:

• Your right to use the Service ceases immediately
• You may request a data export within fourteen (14) days
• Provisions that by their nature should survive termination shall survive (including Sections 5, 9, 10, 12, 13, and 15)

15. General Provisions

Entire Agreement: These Terms, together with our Privacy Policy, constitute the entire agreement between you and Port & Starboard LLC regarding the Service and supersede all prior agreements.

Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions shall remain in full force and effect.

Waiver: Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

Assignment: You may not assign or transfer these Terms without our prior written consent. We may assign our rights and obligations without restriction.

Notices: We may provide notices to you via email to the address associated with your account or by posting on the Service.

16. Changes to Terms

We reserve the right to modify these Terms at any time. If we make material changes, we will provide at least thirty (30) days' notice prior to the new terms taking effect. Your continued use of the Service after the effective date constitutes acceptance of the modified Terms. If you do not agree to the modified Terms, you must discontinue use of the Service.

17. Contact Information

For questions about these Terms, please contact us: