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Terms of Service

Last updated: February 12, 2026

These Terms of Service ("Terms") govern your access to and use of the website, platform, and services (collectively, the "Service") provided by Madrona, LLC ("Madrona," "we," "us," or "our"), located in Vermont, United States.

By accessing or using the Service, you agree to be bound by these Terms. If you are entering into these Terms on behalf of an organization, you represent that you have the authority to bind that organization ("Customer"). If you do not agree, do not use the Service.

1. Service Overview

Madrona is a cloud-hosted software platform designed for museums and cultural heritage organizations. The Service includes web-based applications for collection management, digital asset management, content publishing, public collection access, and data integration, as further described on our website and in any applicable order form or statement of work ("Order Form").

2. Account Registration and Administration

To use the platform, Customer must create an account and designate one or more administrators. Customer is responsible for:

  • Maintaining the accuracy of account information.
  • Managing user access, permissions, and roles within the platform.
  • Safeguarding login credentials and promptly notifying us of any unauthorized access.
  • All activity that occurs under Customer's account.

We may require verification of administrative authority before processing certain account requests.

3. Customer Content

3.1 Ownership

Customer retains all right, title, and interest in data, records, media, and other content that Customer or its authorized users upload, import, or create within the Service ("Customer Content"). These Terms do not transfer any ownership of Customer Content to Madrona.

3.2 License to Host and Process

Customer grants Madrona a non-exclusive, worldwide license to host, store, process, display, and transmit Customer Content solely as necessary to provide and improve the Service. This license terminates when Customer Content is deleted from the Service, subject to reasonable backup retention periods.

3.3 Customer Responsibilities

Customer is responsible for ensuring that Customer Content does not violate applicable law or third-party rights, including intellectual property, privacy, and publicity rights. Customer is solely responsible for obtaining any necessary rights, licenses, or consents for content uploaded to the Service, including media assets and personal information of individuals depicted or referenced in collection records.

4. Acceptable Use

You agree not to:

  • Use the Service for any unlawful purpose or in violation of any applicable law or regulation.
  • Upload or transmit malware, viruses, or other harmful code.
  • Attempt to gain unauthorized access to the Service, other accounts, or related systems.
  • Scrape, crawl, or use automated tools to extract data from the Service without our written consent.
  • Interfere with or disrupt the integrity or performance of the Service.
  • Use the Service to store or distribute content that is defamatory, obscene, or otherwise objectionable.
  • Sublicense, resell, or redistribute the Service to third parties without our written agreement.

5. Fees and Payment

5.1 Subscription Fees

Fees for the Service are described in the applicable Order Form. Unless otherwise stated, fees are invoiced annually in advance and are non-refundable except as expressly provided in the Order Form.

5.2 Implementation Services

Implementation, migration, training, and other professional services are scoped and priced separately in a statement of work.

5.3 Taxes

Fees are exclusive of taxes. Customer is responsible for all applicable taxes, duties, and government levies (excluding taxes based on Madrona's net income).

5.4 Late Payment

Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. We may suspend access to the Service if payment is more than thirty (30) days overdue after written notice.

6. Confidentiality

Each party ("Receiving Party") agrees to protect the confidential information of the other party ("Disclosing Party") using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Confidential information includes pricing, technical specifications, Customer Content, and any information marked or reasonably understood to be confidential.

Confidential information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure; (c) is independently developed without use of the Disclosing Party's confidential information; or (d) is lawfully received from a third party without restriction.

Either party may disclose confidential information if required by law, regulation, or court order, provided that the Receiving Party gives prompt notice (where legally permitted) to allow the Disclosing Party to seek protective relief.

7. Security and Data Processing

We implement reasonable administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of Customer Content. These include encryption in transit and at rest, role-based access controls, and audit logging. Our infrastructure is hosted on Amazon Web Services (AWS).

We do not guarantee that the Service will be free from all security threats. In the event of a security incident that materially affects Customer Content, we will notify Customer promptly and without undue delay, and will cooperate reasonably in any investigation and remediation.

Additional details about our security practices are available on our Security page and upon request for vendor assessment purposes.

8. Third-Party Services

The Service relies on third-party infrastructure and services, including:

  • Amazon Web Services (AWS) - cloud hosting, storage, authentication (Cognito), and related infrastructure services.
  • Plausible Analytics - privacy-focused, cookieless website analytics (marketing site only).
  • Amazon Simple Email Service (SES) - transactional and support email delivery.

We are not responsible for the availability, performance, or practices of third-party services, though we select providers that we believe maintain appropriate security and reliability standards.

9. Service Availability and Changes

9.1 Availability

We aim to maintain high availability of the Service but do not guarantee uninterrupted access. The Service may be temporarily unavailable due to maintenance, updates, or circumstances beyond our reasonable control. We will endeavor to provide advance notice of planned maintenance where practicable.

9.2 Changes to the Service

We may update, modify, or add features to the Service from time to time. We will not remove material functionality from a Customer's subscription without reasonable notice. If a change materially reduces the functionality Customer has contracted for, Customer may terminate the affected subscription and receive a pro-rata refund for the unused portion of prepaid fees.

9.3 Beta and Early Access Features

Certain features may be designated as "Beta," "Early Access," or similar. These features are provided "as is" without warranty, may change or be discontinued without notice, and should not be relied upon for production workflows without accepting that risk. Customer feedback on such features is welcomed and may be used to improve the Service.

10. Term and Termination

10.1 Term

These Terms are effective when Customer first accesses the Service and continue for the duration of any active subscription. Subscription terms are specified in the Order Form.

10.2 Termination for Convenience

Either party may terminate a subscription at the end of the then-current term by providing written notice at least thirty (30) days before the renewal date.

10.3 Termination for Cause

Either party may terminate these Terms immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure the breach within thirty (30) days of written notice; or (b) becomes subject to bankruptcy, insolvency, or similar proceedings.

10.4 Suspension

We may suspend Customer's access to the Service immediately if we reasonably believe that Customer's use violates Section 4 (Acceptable Use), poses a security risk to the Service or other customers, or if required by law.

10.5 Effect of Termination

Upon termination, Customer's access to the Service will cease. We will make Customer Content available for export in standard formats (JSON, CSV, JSON-LD) for a period of thirty (30) days following termination. After this period, we may delete Customer Content from our systems, subject to reasonable backup retention schedules. Sections that by their nature should survive termination (including Confidentiality, Limitation of Liability, and Indemnification) will survive.

11. Intellectual Property

Madrona retains all right, title, and interest in the Service, including all software, technology, documentation, trademarks, and other intellectual property. Nothing in these Terms grants Customer any right to Madrona's intellectual property except the limited right to use the Service as described herein.

12. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." MADRONA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

We do not warrant that the Service will be uninterrupted, error-free, or free of harmful components. We do not warrant that the Service will meet all of Customer's requirements.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THESE TERMS, REGARDLESS OF THE THEORY OF LIABILITY.

EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO MADRONA IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

These limitations do not apply to: (a) either party's indemnification obligations; (b) either party's breach of confidentiality; or (c) Customer's payment obligations.

14. Indemnification

14.1 By Customer

Customer will indemnify, defend, and hold harmless Madrona from and against any third-party claims, damages, and expenses (including reasonable attorney's fees) arising from: (a) Customer Content, including claims that Customer Content infringes third-party intellectual property rights; or (b) Customer's violation of these Terms or applicable law.

14.2 By Madrona

Madrona will indemnify, defend, and hold harmless Customer from and against any third-party claims that the Service, as provided by Madrona, infringes a valid patent, copyright, or trademark of a third party. This obligation does not apply to claims arising from: (a) Customer Content; (b) modifications to the Service not made by Madrona; or (c) use of the Service in combination with third-party products not provided by Madrona.

15. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Vermont without regard to conflict of law principles. Any disputes arising under these Terms will be resolved exclusively in the state or federal courts located in Vermont. Each party consents to the personal jurisdiction of such courts.

16. General Provisions

  • Entire Agreement. These Terms, together with any Order Form and referenced policies, constitute the entire agreement between the parties regarding the Service.
  • Amendments. We may update these Terms from time to time. We will provide notice of material changes at least thirty (30) days in advance. Continued use of the Service after the effective date constitutes acceptance.
  • Assignment. Neither party may assign these Terms without the other party's written consent, except in connection with a merger, acquisition, or sale of all or substantially all assets.
  • Severability. If any provision is found unenforceable, the remaining provisions continue in effect.
  • Waiver. Failure to enforce any right or provision does not constitute a waiver of that right or provision.
  • Force Majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, including natural disasters, pandemics, government actions, or infrastructure failures.
  • Notices. Notices must be in writing and sent to the addresses specified in the Order Form or, for general inquiries, to the contact information below.

17. Contact Information

Questions about these Terms should be directed to:

Madrona, LLC
Vermont, United States
Email: info@madrona.app