Terms of Service

Effective Date: 23 Apr 2026 • Next Review: 23 Jul 2026 • Version 1.0

These Terms of Service ("Terms") govern your access to and use of the websites, platforms, assessments, consulting services, and software operated by NorthPath Strategies LLC ("NorthPath", "we", "us", "our"), including northpathstrategies.org, associated subdomains, and our production software including SteadyHarbor, SkillsOS, Org Realignment, and Enterprise Integration deployments (collectively, the "Services").

By accessing our website, signing a statement of work, executing an order form, or using any Service, you agree to these Terms. If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization.

Plain Language: We provide consulting services and software platforms to colleges, universities, healthcare organizations, businesses, and nonprofits. These Terms explain what we deliver, what you are responsible for, how we handle intellectual property, and what happens if things go wrong. Our specific engagements are also governed by the statement of work or order form we sign with you — that document controls if it conflicts with these Terms.

1. Acceptance & Eligibility

You must be at least 18 years old and capable of forming a legally binding contract to use the Services. The Services are intended for use by organizations and the professionals who represent them. If you access the Services on behalf of an employer or client, you represent that you have authority to bind that entity to these Terms.

We may refuse service, terminate accounts, or cancel engagements at our discretion where required by law, where use of the Services creates material risk to us or third parties, or where these Terms have been violated.

2. Our Services

NorthPath provides business consulting services and software platforms, including:

Consulting Services

Organizational Strategy — including our Organizational Clarity Index diagnostic, decision authority mapping, and transformation roadmaps.
Systems Alignment — technology ecosystem audits, data architecture, and workflow automation.
Institutional Effectiveness — benchmarking, accreditation readiness, and continuous improvement frameworks.
Student Success — skills-based pathway design, retention strategy, and curriculum-to-career alignment.
Intelligent Operations — AI readiness assessment, multi-agent system design, and enterprise AI governance.
Strategic Planning & Advisory — business process reengineering, growth strategy, change management, and executive coaching.

Platforms & Software

SteadyHarbor — unified fundraising operating system for nonprofit institutions (donor CRM, grant writing, donor journeys, impact analytics).
SkillsOS — skills extraction, labor market alignment, and learning pathways for higher education.
Org Realignment — diagnostic algorithms and scenario modeling for organizational transformation.
Enterprise Integration — custom deployments of our multi-agent intelligence engine (NorthPath Meridian) into your existing systems.

The specific scope, deliverables, timelines, and acceptance criteria for any engagement are defined in the applicable statement of work ("SOW"), order form, or platform subscription agreement. In the event of conflict between these Terms and a signed SOW or order form, the SOW or order form controls for that engagement.

3. Consulting Engagements

Consulting engagements are delivered pursuant to an SOW that describes the scope, deliverables, timeline, fees, and responsibilities of each party. Unless otherwise specified in the SOW:

Typical engagement timelines are two (2) to eight (8) weeks, with longer timelines available for enterprise and multi-phase work.
You agree to provide timely access to people, systems, and information reasonably required for delivery.
Delays caused by your lack of access, review, or decision-making may extend timelines and are not the basis for fee reduction or refund.
Change requests outside the agreed scope are handled through a written change order.
Deliverables are deemed accepted ten (10) business days after delivery unless you provide written notice of material non-conformance with the SOW during that period.

4. Platform Access & Accounts

Access to SteadyHarbor, SkillsOS, Org Realignment, and other NorthPath-operated platforms is subject to the applicable subscription plan and these Terms. You agree to:

Provide accurate, current information during registration;
Keep authentication credentials confidential and enable multi-factor authentication where available;
Notify us promptly at security@northpathstrategies.org of any suspected unauthorized access;
Be responsible for all activity that occurs under your account or through credentials issued to your authorized users.

We may suspend accounts that are overdue on payment, appear compromised, or are being used in violation of these Terms, with notice where practicable.

5. Fees & Payment

Fees for consulting engagements and platform subscriptions are set forth in the applicable SOW, order form, or published pricing. Unless otherwise specified:

Consulting invoices are due net thirty (30) days from the invoice date.
Platform subscriptions are billed in advance on a monthly or annual cycle and renew automatically unless cancelled before the renewal date.
Fees are exclusive of applicable taxes, which are your responsibility.
Payments are processed through Stripe or direct invoice. Card payments are subject to Stripe's terms; we never store full card numbers.
Past-due amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and we may suspend Services for non-payment after reasonable notice.

Refunds. Consulting fees are generally non-refundable once work has commenced. Platform subscription fees are non-refundable except where required by law or expressly stated in an order form.

6. Customer Content & Data

"Customer Content" means the data, documents, org charts, survey responses, donor records, constituent information, and other materials you or your authorized users submit to the Services.

As between you and NorthPath, you retain all ownership rights in Customer Content. You grant NorthPath a limited, worldwide, non-exclusive, royalty-free license to host, process, display, and use Customer Content solely to (a) provide and improve the Services, (b) generate algorithmic outputs and benchmarking, (c) support your engagements, and (d) comply with legal obligations.

You represent and warrant that you have all rights and permissions necessary to submit Customer Content to the Services and to grant the license above, including any consents required from data subjects, donors, students, or employees.

Our handling of personal information within Customer Content is further described in our Privacy Policy. Where you act as a data controller and we act as a processor (under GDPR or similar regimes), a Data Processing Addendum is available on request.

7. Acceptable Use

You agree not to, and not to permit any authorized user or third party to:

Use the Services in violation of any applicable law, regulation, or third-party right;
Upload malicious code, attempt to probe or breach the security of the Services, or interfere with their operation;
Reverse engineer, decompile, or attempt to derive the source code, algorithms, or underlying structure of the Services, except to the extent expressly permitted by law;
Resell, sublicense, or provide the Services as a commercial time-sharing or service-bureau offering to third parties without a written agreement with us;
Use the Services to send unsolicited communications in violation of CAN-SPAM, TCPA, CASL, or similar laws;
Submit Customer Content that is unlawful, infringing, defamatory, or that contains protected health information, payment card data, or government-issued identifiers unless an applicable addendum is in place;
Use the Services to make decisions that produce legal or similarly significant effects about individuals based solely on automated processing, except with appropriate human review.

8. AI & Automated Processing

Many of our Services incorporate artificial intelligence, including our proprietary multi-agent engine NorthPath Meridian and outputs from third-party foundation models (including Anthropic Claude, OpenAI, Google, and Perplexity). You acknowledge the following:

Model output is probabilistic. AI-generated content, recommendations, grant drafts, skills mappings, and diagnostics may contain errors, omissions, or inaccuracies. You are responsible for reviewing outputs before relying on them for material decisions.
Human-in-the-loop governance. Our systems are designed with approval workflows and audit trails for high-stakes operations. You are responsible for configuring autonomy levels appropriate to your risk tolerance.
No training on your confidential data. We do not use Customer Content to train third-party foundation models. Limited model outputs may be cached for performance.
Not professional advice. Outputs do not constitute legal, tax, accounting, medical, or investment advice. Accreditation readiness assessments do not guarantee accreditation outcomes; grant drafts do not guarantee funding; retention models do not guarantee student outcomes.
Regulated uses. You are responsible for determining whether any use of AI outputs complies with laws applicable to your sector, including FERPA, HIPAA, state AI disclosure laws, and institutional accreditation requirements.

9. Intellectual Property

NorthPath IP

NorthPath and its licensors retain all right, title, and interest in and to the Services, including all software, platforms, algorithms (including OCI™, HOCI™, JCI™, DSCH, CRF, LEI), methodologies, diagnostic frameworks, templates, documentation, benchmark data, and NorthPath Meridian ("NorthPath IP"). No rights are granted to you except as expressly set forth in these Terms or an applicable order form.

Deliverables

Unless the applicable SOW provides otherwise, upon full payment you receive a perpetual, non-exclusive, non-transferable license to use written consulting deliverables (reports, roadmaps, assessments) internally for your organization's own business purposes. Deliverables may incorporate NorthPath IP that remains our property; your license does not extend to extracting, repackaging, or reselling that underlying NorthPath IP.

Feedback

If you provide suggestions, feedback, or improvement ideas regarding the Services, you grant NorthPath a perpetual, royalty-free, worldwide license to use them without obligation or attribution.

Trademarks

"NorthPath Strategies," "NorthPath Meridian," "SteadyHarbor," "SkillsOS," "Organizational Clarity Index," and associated logos are trademarks or service marks of NorthPath Strategies LLC. Use requires our prior written permission.

10. Confidentiality

Each party may receive non-public information of the other ("Confidential Information") in the course of an engagement. The receiving party agrees to (a) use Confidential Information only to perform under these Terms, (b) protect it with at least the same degree of care it uses for its own confidential information (and no less than reasonable care), and (c) not disclose it to third parties except to employees, contractors, or advisors with a need to know who are bound by confidentiality obligations.

Confidential Information does not include information that is publicly available through no fault of the receiving party, was already known without obligation of confidence, is independently developed, or is rightfully obtained from a third party without restriction.

Either party may disclose Confidential Information if required by law or valid legal process, provided it gives the other party prompt notice where legally permitted so that party may seek a protective order.

11. Third-Party Services

The Services integrate with and rely on third-party providers, including cloud infrastructure, authentication, payment processing (Stripe), email delivery, analytics, and AI model providers. Your use of third-party services through the Services is also subject to those providers' terms and privacy policies. NorthPath is not responsible for the acts or omissions of third-party providers, though we select and monitor them with reasonable care.

12. Warranties & Disclaimers

NorthPath warrants that consulting services will be performed in a professional and workmanlike manner consistent with industry standards. As your exclusive remedy for breach of this warranty, NorthPath will re-perform the non-conforming services at no additional charge, provided you notify us in writing within thirty (30) days of delivery.

Disclaimer. EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR AN APPLICABLE SOW, THE SERVICES AND ALL DELIVERABLES, ALGORITHMIC OUTPUTS, BENCHMARKS, AND AI-GENERATED CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE." NORTHPATH DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OR ERROR-FREE OPERATION. WE DO NOT GUARANTEE SPECIFIC OUTCOMES SUCH AS GRANT AWARDS, DONOR CONVERSIONS, ACCREDITATION DECISIONS, STUDENT RETENTION RATES, OR COST SAVINGS PROJECTIONS.

13. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW:

NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST GOODWILL, OR LOSS OR CORRUPTION OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NORTHPATH'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE GREATER OF (A) THE FEES PAID BY YOU TO NORTHPATH UNDER THE APPLICABLE SOW OR SUBSCRIPTION IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) FIVE THOUSAND U.S. DOLLARS ($5,000).

The limitations in this section do not apply to (i) your payment obligations, (ii) a party's indemnification obligations, (iii) breach of confidentiality, or (iv) liability that cannot be limited under applicable law.

14. Indemnification

By You. You will defend, indemnify, and hold harmless NorthPath and its officers, employees, and agents from any third-party claim, loss, or expense (including reasonable attorneys' fees) arising from (a) Customer Content, (b) your violation of these Terms or applicable law, (c) your use of Service outputs to make decisions affecting individuals, or (d) your failure to obtain required consents for data submitted to the Services.

By NorthPath. NorthPath will defend, indemnify, and hold harmless you from any third-party claim that the Services, as provided by us and used in accordance with these Terms, infringe a U.S. patent, copyright, or trademark. If the Services are held to infringe or we believe they may be subject to such a claim, we may, at our option, (i) procure the right for continued use, (ii) modify the Services to be non-infringing, or (iii) terminate the affected Services and refund any prepaid, unused fees. This is NorthPath's sole liability and your sole remedy for infringement claims.

15. Term & Termination

These Terms apply for as long as you access the Services. Subscription and engagement terms are set in the applicable order form or SOW.

For cause. Either party may terminate for a material breach that remains uncured thirty (30) days after written notice.
For convenience. Subscription services may be cancelled effective at the end of the then-current billing period unless otherwise stated.
Effect of termination. You will pay all fees accrued through the effective date of termination. You may export Customer Content for up to thirty (30) days following termination; thereafter we may delete it in accordance with our retention policies.
Survival. Sections on Customer Content licenses granted to us, Intellectual Property, Confidentiality, Warranties & Disclaimers, Limitation of Liability, Indemnification, Governing Law, and General Provisions survive termination.

16. Governing Law & Disputes

These Terms are governed by the laws of the State of Texas, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Informal resolution. Before filing any claim, the parties agree to attempt in good faith to resolve the dispute through direct negotiation for at least thirty (30) days after written notice.

Venue. Any action not subject to arbitration must be brought in the state or federal courts located in Montgomery County, Texas, and each party consents to personal jurisdiction and venue in those courts.

Equitable relief. Nothing in this section prevents either party from seeking injunctive or equitable relief for violations of intellectual property rights or confidentiality obligations.

Class action waiver. To the extent permitted by law, each party waives any right to participate in a class, collective, or representative action against the other.

17. Changes to These Terms

We may update these Terms from time to time. If changes are material, we will provide notice by updating the Effective Date above and, where appropriate, by email or in-app notification. Continued use of the Services after the updated Effective Date constitutes acceptance of the revised Terms. For signed SOWs and order forms, changes to these Terms do not modify the terms of that SOW or order form unless expressly agreed in writing.

18. General Provisions

Entire agreement. These Terms, together with any SOW, order form, DPA, and the Privacy Policy, constitute the entire agreement between the parties regarding the Services and supersede any prior or contemporaneous agreements.
Order of precedence. In the event of conflict: (1) signed SOW or order form, (2) DPA, (3) these Terms, (4) Privacy Policy, (5) other policies or documentation referenced.
Assignment. You may not assign these Terms without our prior written consent, except to a successor in a merger, acquisition, or sale of substantially all assets. NorthPath may assign these Terms without restriction.
Independent contractors. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, or employment relationship.
Force majeure. Neither party is liable for delays or failures due to causes beyond its reasonable control, including natural disasters, labor disputes, infrastructure outages, cyberattacks, or governmental action.
Severability. If any provision is held unenforceable, the remainder of these Terms will remain in effect and the unenforceable provision will be modified to the minimum extent necessary to be enforceable.
No waiver. Failure to enforce any provision is not a waiver of future enforcement.
Notices. Legal notices to NorthPath must be sent to legal@northpathstrategies.org with a copy by mail to the address below. Notices to you may be sent to the email associated with your account.
Export & sanctions. You represent that you are not located in, and will not use the Services from, a country subject to U.S. export embargoes, and that you are not on any U.S. government list of prohibited or restricted parties.
Government customers. Use by U.S. federal, state, or local government entities is subject to additional terms available on request.

19. Contact

General inquiries: info@northpathstrategies.org
Legal notices: legal@northpathstrategies.org
Privacy & data rights: privacy@northpathstrategies.org
Security reports: security@northpathstrategies.org

Mailing Address:
NorthPath Strategies LLC
809 Cherokee Dr
Montgomery, TX 77316
United States