Terms of Service
These Terms of Service are entered into by and between Harmony Intelligence Pty Ltd (“Harmony Intelligence,” or “we,” “us,” or “our”) and the entity on whose behalf you accept them (“you” or “your”). You accept these Terms by clicking to accept them through our online onboarding process, or by signing an Order Form that references them. If you accept on behalf of an entity, you represent that you have authority to bind that entity. These Terms of Service include any documents that are expressly incorporated by reference in these Terms (collectively, the “Terms”). The parties agree as follows:
1. Services
1.1 Services. Our Services (defined below) include AI Tools (as defined below). To perform our Services, you must authorize us to access data about your application via mutually agreed methods and ensure that we have continued access to perform the Services. You may only scan applications that you own or have explicit authority to scan. You may not use the Services to scan applications that you do not own or that you do not have express, written permission to scan. You are responsible for responding to and implementing any fix based on the advice provided by the Services. Our Services are not designed to process personally identifiable information (“PII”). As used in these Terms, the term “Content” means your data that the Services analyze (e.g., your source code repository data, API or web applications) and includes Input and Output (as defined below). Data generated by our platform regarding your use and operation of the Services and metadata about your Content is “Usage Data” and is not Content. We reserve the right to update, modify, change, terminate, or suspend the Services, or any feature or functionality of the Services, in our sole discretion.
1.2 Order Form. We will provide the services described in these Terms and in each Order Form (“Services”). “Order Form” means any ordering document that references these Terms and is agreed by both parties, including order details presented to and accepted by you through our online onboarding process. Each Order Form will state the term of the Service (“Subscription Term”), or for a proof of concept, Section 4.4 sets it, and any additional Services that you purchase will renew with the then current Subscription Term unless otherwise described in an Order Form. If an Order Form conflicts with these Terms, the Order Form controls for the Services under that Order Form.
1.3 Support. We will provide commercially reasonable technical support for the Services in accordance with our then-current support policies. Support includes: (a) responding to support requests submitted through designated support channels; and (b) providing bug fixes and error corrections. Support does not include: (i) issues caused by your environment(s), configurations, or access controls; (ii) problems arising from third-party software, APIs or services not provided by us; (iii) issues arising from your violation of these Terms; or (iv) connectivity, Internet, network, latency or other similar issues arising from systems outside of our control.
1.4 License to Use Services; License to Content. We own all right, title and interest in and to the Services (including the technology, APIs, AI Tools, algorithms, features, functionality, methods, processes, training content, documentation, the design, selection, and arrangement of the Services, the trade secrets comprising the Services, and other materials comprising, making up or tangential to the Services and any feedback you provide to us related to the Services) and Usage Data. Subject to these Terms, we grant you the limited, non-exclusive, non-transferable, non-sublicensable, revocable, worldwide, right and license to access and use the Services for your internal business purposes. You own all right, title and interest in and to your Content. Subject to these Terms, you grant us the limited, irrevocable, worldwide, right and license to process and use your Content solely to provide, operate, support and improve our Services. With your prior written consent, we may retain a limited amount of your Content after expiration or termination of the Subscription Term in order to improve our Services, subject to Section 5 “Confidentiality,” and you may request deletion of such Content at any time. While we own Usage Data, we agree that we will not distribute Usage Data to any third party (other than our service providers or where required by applicable law) unless such Usage Data is aggregated and anonymized.
1.5 AI Tools. The Services utilize certain artificial intelligence and deep learning platforms, algorithms, tools and models (“AI Tools”), including those provided by third parties, to assess your Content for vulnerabilities. You may provide input to the Services (“Input”) and receive output from the Services based on the Input (“Output”). Input and Output are considered “Content”, which you own. You are responsible for Content, including ensuring that it does not violate any applicable law or these Terms. We restrict our third party AI Tools providers from using any Content to train their AI models, and we do not use Content to train any AI models. For the purposes of this Section, ‘train’ means using Content to update or modify the underlying parameters or weights of an AI model. Artificial intelligence and machine learning are rapidly evolving fields of study, and, given the probabilistic nature of machine learning, use of our Services may, in some situations, result in Output that is not accurate. When you use our Services you understand and agree: (a) Output may not always be accurate; (b) you should not rely on Output from our Services as a sole source of truth or factual information; (c) you must evaluate Output for accuracy and appropriateness for your use case before using or sharing Output from the Services; (d) you must not use any Output relating to a person for any purpose that could have a legal or material impact on that person, such as making credit, educational, employment, housing, insurance, legal, medical, or other important decisions about them; and (e) our Services may provide incomplete, incorrect Output.
1.6 Third Party Services. Our Services are designed to integrate with your third party software, products, or services (“Third Party Services”). Third Party Services are subject to their own terms, and we are not responsible for your use of the Third Party Services or their security or availability. You are responsible for maintaining access to the Third Party Services and provisioning our access to the Third Party Services.
1.7 Restrictions and Prohibitions. You agree that you will not, and will not permit any third party to: (a) use the Services to develop a similar or competing product or service, or for bug bounty programs; (b) reverse engineer, decompile, disassemble, decode, decrypt, re-engineer, reverse assemble, reverse compile, or otherwise translate, create, or attempt to recreate or replicate the methodology, the source code, or trade secrets in the Services or its structural framework (in whole or in part), or perform any process intended to determine the methodology, source code, or trade secrets comprising, embedded in or otherwise making up the Services; (c) modify or create derivative works of the Services or any element of the Services; (d) copy, rent, lease, distribute, assign (except as authorized under these Terms), or otherwise transfer rights to the Services or any part thereof, for the benefit of a third party, or remove any proprietary notices or labels from the Services or any part thereof; (e) use the Services to perform or publish benchmarks or performance information about the Service; (f) provide access to or sublicense the Services to a third party except as authorized pursuant to these Terms; (g) transmit, or allow any Third Party Service to transmit to the Services any data that is subject to Payment Card Industry Security Standards, any health data, financial data, PII or other sensitive data; (h) use the Services in a manner that (i) violates applicable laws, rules, or regulations; (ii) negatively affects the availability, security, or performance of the Services; or (iii) in excess of the scope of the usage or licensing caps or restrictions, other than usage for which additional fees are payable under an Order Form; (i) circumvent or attempt to circumvent any technological protection measures intended to restrict access to or use of any portion of the Services, or scan or test the vulnerability of our systems or networks without our consent; (j) use the Services for any purpose that is illegal or that advocates or incites illegal activity; (k) access or use the Services to develop a machine learning or artificial intelligence product or service, or for any purpose that is to our commercial disadvantage; (l) mirror or frame the Services or any individual element within the Services; or (m) interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services. We reserve the right to, but are not obligated to, monitor the Services, to investigate and enforce compliance with these Terms, in order to comply with applicable law or other legal requirements, enforce our rights or the rights of any user, and to ensure the security, availability, confidentiality, or integrity of the Services. We reserve the right to, but are not obligated to, remove or disable access to any Content, at any time, with or without notice.
1.8 Scope and Deliverables. The Services cover the first-party source code identified as the Scope in the Order Form (the “Scope”), and do not include third-party code or other types of security. Scope can be refined, changed, or added upon mutual agreement of the parties. We will deliver audit findings in a timely manner after discovery and in a suitable format determined by us.
1.9 Production Testing. If an Order Form includes testing of your production environment, you acknowledge the inherent risks of production testing, including but not limited to possible data leakage, service disruption, or loss of data integrity, and, except to the extent arising from our gross negligence or wilful misconduct, you release us from liability for any loss or damage arising from such testing.
2. Data Security and Privacy
2.1 Data Security. We will implement a comprehensive written information security plan that is designed to protect your Content from reasonably anticipated risks, including (a) access control measures; (b) data handling policies and procedures; (c) device security measures; and (d) network security measures.
2.2 Privacy. You understand and agree that our Services are not designed to collect, process or store PII. We may collect a limited amount of PII such as log activity, to provide support to your authorized users, and for our own billing and administrative purposes. For purposes of applicable privacy laws, we are a “controller” or “business” with respect to the PII that we collect for our own support, billing and administrative purposes. We use the PII that we collect to provide, support, secure, and improve our Services. We do not share your PII with third parties except as necessary for us to provide, support and administer the platform. We do not sell PII. We process PII in accordance with applicable laws and regulations.
3. Fees and Payment
3.1 Engagement. You will pay the fees for the Services as described in each Order Form (“Fees”) and in accordance with the payment terms in the Order Form. Fees are invoiced upon execution of the applicable Order Form and upon commencement of each renewal Subscription Term. Unless otherwise stated in an Order Form, invoices are due within 30 days of the date of the invoice. Fees are non-refundable and noncancelable except (a) where you terminate for our material breach in accordance with Section 4.2, or (b) as otherwise stated in an Order Form. “Monthly Active Committer” or “MAC” means any unique individual (excluding bots and automated or service accounts) who pushes at least one commit to code within the Scope during a calendar month. Fees for usage above the volumes included in an Order Form may be invoiced in arrears no more frequently than monthly, and no later than 30 days after the end of each Subscription Term, and we will provide the measurements supporting them with the relevant invoice and otherwise on your reasonable request.
3.2 Payment Terms; Taxes. If you provide us with a credit card, you authorize us (or our third-party payment processor) to charge your credit card for any Fees. If you dispute any invoice, you must notify us within 30 days of the date of invoice. Invoices not disputed within 30 days of the date of invoice will be deemed accepted. We may charge interest on any unpaid amounts at the greater of 1.5% per month or the maximum amount allowed by law. In the event you fail to pay invoiced amounts when due, we may suspend access to the Services, or terminate your access in accordance with Section 4. The Fees are exclusive of taxes and similar assessments. You are responsible for all sales, service, use and excise taxes, utility user’s fees, VAT, taxes assessed on the use of software, or any other similar taxes, duties, and charges of any kind imposed by any federal, state or local governmental or regulatory authority on any amounts payable hereunder, other than any taxes imposed on our income.
3.3 Cancellation Window. If an Order Form includes a cancellation window, you may terminate that Order Form for any reason by written notice within it. Termination takes effect on the date of your notice, we will refund all Fees you have paid under that Order Form, and any unpaid balance is cancelled.
4. Term and Termination
4.1 Subscription Term. These Terms go into effect on the date you first accept them, online or by signing an Order Form, and continue until the end of all Subscription Terms. Each Subscription Term begins and ends as set out in the applicable Order Form; unless the Order Form or Section 4.4 says otherwise, it begins when we commence the initial audit, the date of which we will inform you in writing. Except as otherwise stated in the Order Form, the Subscription Term will automatically renew for successive one-year periods unless either party provides written notice of non-renewal at least 30 days prior to the end of the then-current Subscription Term.
4.2 Termination for Cause. Either party may terminate these Terms (and any or all Order Forms) for cause if the other party materially breaches these Terms and fails to cure such breach within 30 days after receipt of written notice.
4.3 Effect of Termination. Upon termination, (a) your right to access and use the Services terminates; (b) within a reasonable period, each party will return or destroy the other party’s Confidential Information, except to the extent (i) retention is required by applicable law, (ii) such information is contained in backups that are not easily accessible, or (iii) the parties have otherwise agreed in writing, provided that any retained Confidential Information remains subject to the confidentiality obligations in these Terms; and (c) the following sections will survive termination: Section 1.9 “Production Testing,” Section 4 “Term and Termination,” Section 5, “Confidentiality,” Section 6.3 “Disclaimer of Warranty,” Section 6.5 “Disclaimer of Output,” Section 7 “Indemnity,” Section 8 “Limitation of Liability,” and Section 9 “Miscellaneous.”
4.4 Proofs of Concept. If an Order Form is for a proof of concept, then unless it says otherwise: (a) the Scope is the repositories you grant us access to; (b) no Fees are payable; (c) its Subscription Term begins when you accept it and ends when we notify you in writing that the initial audit is complete, or earlier if either party gives written notice; (d) it does not renew; and (e) continuing the Services afterwards requires a new Order Form.
5. Confidentiality
5.1 Confidential Information. “Confidential Information” means (a) the non-public information of either party, including but not limited to information relating to either party’s product plans, present or future developments, customers, designs, costs, prices, finances, marketing plans, business opportunities, software, software manuals, personnel, research, development, or know-how; and (b) any information designated by either party as “confidential” or “proprietary” or which, under the circumstances, would reasonably be deemed to be confidential. “Confidential Information” does not include information that: (i) is in, or enters, the public domain without breach of this Section 5; (ii) the receiving party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation; (iii) the receiving party knew prior to receiving such information from the disclosing party, as evidenced by the receiving party’s records; or (iv) the receiving party developed independently without reference to the Confidential Information.
5.2 Obligations with Respect to Confidential Information. Each party agrees: (a) that it will not disclose to any third party, or use for the benefit of any third party, any Confidential Information disclosed to it by the other party except as expressly permitted by these Terms; and (b) that it will use reasonable measures to maintain the confidentiality of Confidential Information of the other party in its possession or control but no less than the measures it uses to protect its own confidential information. Either party may disclose Confidential Information of the other party: (i) pursuant to the order or requirement of a court, administrative or regulatory agency, or other governmental body, provided that the receiving party, if feasible and legally permitted to do so, gives reasonable notice to the disclosing party to allow the disclosing party to contest such order or requirement; or (ii) to the parties’ agents, representatives, subcontractors or service providers who have a need to know such information provided that such party shall be under obligations of confidentiality at least as restrictive as those contained in this Section 5 (“Agents”). A party shall remain fully liable under these Terms for any breach of this Section 5 by its Agents. Each party will promptly notify the other party in writing upon becoming aware of any unauthorized use or disclosure of the other party’s Confidential Information.
5.3 Remedies. Each party acknowledges and agrees that a breach of the obligations of this Section 5 by the other party may result in irreparable injury to the disclosing party for which there may be no adequate remedy at law, and the disclosing party will be entitled to seek equitable relief, including injunction and specific performance, in the event of any breach or threatened breach or intended breach by the recipient of Confidential Information.
5.4 Feedback. Nothing in these Terms will restrict our right to make use of any suggestion or idea for improving or otherwise modifying our products or services (“Feedback”). If you choose to provide Feedback to us, upon the provision of Feedback, you assign all right, title and interest in and to that Feedback to us, and we will own all right, title and interest in and to the Feedback.
6. Representations and Warranties
6.1 Mutual Representations and Warranties. Each party represents and warrants that (a) it has the right and authority to enter into these Terms and that the performance of its obligations under these Terms will not breach, or conflict with, any other agreement to which it is a party; and (b) it will comply in all material respects with the laws and regulations applicable to the operation of such party’s business.
6.2 Harmony Intelligence Representations and Warranties. We represent and warrant that we will use commercially reasonable efforts to provide the Services in accordance with generally accepted industry standards.
6.3 Disclaimer of Warranty. THE SERVICES, ANY PROFESSIONAL SERVICES, OR INFORMATION OR MATERIALS OBTAINED THROUGH OR IN CONNECTION WITH THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NEITHER HARMONY INTELLIGENCE NOR ANY OF OUR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE SERVICES. WE DO NOT REPRESENT THAT THE SERVICES WILL BE AVAILABLE, ACCURATE, COMPLETE, SECURE, RELIABLE, ERROR-FREE, UNINTERRUPTED, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES WILL OTHERWISE MEET YOUR NEEDS. WE DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER HARMFUL MATERIAL.
THE SERVICES INCORPORATE AI TOOLS THAT OPERATE BASED ON STATISTICAL MODELS AND PATTERN RECOGNITION. AI OUTPUTS ARE PROBABILISTIC IN NATURE AND MAY CONTAIN ERRORS, INACCURACIES, OR BIASES. WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, OR SUITABILITY OF AI-GENERATED CONTENT. YOU ARE SOLELY RESPONSIBLE FOR: (I) REVIEWING AND VERIFYING ALL AI-GENERATED CONTENT BEFORE USE; (II) ENSURING COMPLIANCE WITH APPLICABLE LAWS AND PROFESSIONAL STANDARDS; (III) MAINTAINING APPROPRIATE HUMAN OVERSIGHT OF AI-ASSISTED PROCESSES; AND (IV) MAKING INDEPENDENT JUDGMENTS REGARDING THE APPROPRIATENESS OF AI RECOMMENDATIONS.
6.4 Remedies. In the event of a breach of Section 6.2, we will use commercially reasonable efforts to provide you with an error correction or work-around that corrects the reported non-conformity. In the event that we are unable to provide an error correction or work-around that corrects the reported non-conformity, you may terminate the applicable Service and be entitled to a pro-rata refund of any prepaid Fees for the duration of time between the termination date of such Service and the end of the applicable Subscription Term. The foregoing remedy is your sole and exclusive remedy for a breach of Section 6.2.
6.5 Disclaimer of Output. Our reports, findings and other Output are provided for informational purposes only and do not guarantee that all security vulnerabilities have been identified or that future security incidents will not occur. Except to the extent arising from our gross negligence or wilful misconduct, we do not take on any liability for security incidents.
7. Indemnity
7.1 You will defend and indemnify us, and our officers, directors, employees, and agents, from and against all third-party claims, losses, damages, liabilities, demands, and expenses (including fines, penalties, and reasonable attorneys’ fees), arising from or related to (a) Content; (b) our processing or use of Content in accordance with these Terms; or (c) your violation of these Terms or of applicable laws, rules, and regulations. We will provide you with prompt written notice upon becoming aware of any such claim; provided that, you will not be relieved of your obligation for indemnification if we fail to provide such notice unless you are actually prejudiced in defending a claim due to such failure. We will allow you sole and exclusive control over the defense and settlement of any such claim, and if you request our assistance, we will reasonably cooperate in your defense of such claim at your expense.
7.2 We will defend and indemnify you, and your officers, directors, employees, and agents, from and against all losses, damages, liabilities, demands, and expenses (including fines, penalties, and reasonable attorneys’ fees) arising from or related to a third-party claim that the Services infringe any existing patent, copyright, or trademark. You will provide us with prompt written notice upon becoming aware of any such claim; provided that, we will not be relieved of our obligation for indemnification if you fail to provide such notice unless you are actually prejudiced in defending a claim due to such failure. You will allow us sole and exclusive control over the defense and settlement of any such claim, and if we request your assistance, you will reasonably cooperate with us in our defense of such claim at our expense.
8. Limitation of Liability
IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER, OR TO ANY THIRD PARTY, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING FROM OR IN CONNECTION WITH THE SERVICES, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER THE PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY TO YOU EXCEED THE TOTAL FEES ACTUALLY RECEIVED BY US FROM YOU FOR THE APPLICABLE SERVICES IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE INCIDENT FROM WHICH THE DAMAGES AROSE. THE LIMITATION OF LIABILITY SET FORTH ABOVE IS CUMULATIVE; ALL PAYMENTS MADE FOR ALL CLAIMS AND DAMAGES WILL BE AGGREGATED TO DETERMINE IF THE LIMIT HAS BEEN REACHED.
9. Miscellaneous
9.1 Severability; Waiver. If for any reason a court of competent jurisdiction finds any provision or portion of these Terms to be unenforceable, that provision of these Terms will be enforced to the maximum extent permissible so as to reflect the intent of the parties, and the remainder of these Terms will continue in full force and effect. Failure of either party to insist on strict performance of any provision herein will not be deemed a waiver of any rights or remedies that either party will have and will not be deemed a waiver of any subsequent default of the terms and conditions thereof.
9.2 Entire Agreement. These Terms are the entire agreement between the parties with respect to its subject matter, and supersedes any prior or contemporaneous agreements, negotiations, and communications, whether written or oral, regarding such subject matter. The parties agree that electronic signatures, whether digital or encrypted, or your click-through acceptance of these Terms, give rise to a valid and enforceable agreement. References in these Terms or any Order Form to an Order Form or these Terms being “executed” or “signed” include acceptance through our online onboarding process.
9.3 Modifications. We may revise and update these Terms from time to time in our sole discretion. We may revise these Terms by posting revised terms to our website, or by providing you with email notice. Your continued use of the Services following the posting of these revised Terms means that you accept and agree to the changes.
9.4 Choice of Law; Dispute Resolution. These Terms will be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict/choice of law principles. This Section shall survive the termination of these Terms. Any legal suit, action, or proceeding arising out of, or related to, these Terms or the Services shall be instituted exclusively in the federal or state courts located in the State of Delaware, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms in your country of residence or any other relevant country.
9.5 Assignment. Neither party may assign these Terms, in whole or in part, without the other party’s prior written consent, except that either party may assign these Terms without the other’s consent in the case of a merger, reorganization, acquisition, consolidation, or sale of all, or substantially all, of its assets. Any attempt to assign these Terms other than as permitted herein will be null and void. These Terms will inure to the benefit of, and bind, the parties’ respective successors and permitted assigns.
9.6 Force Majeure. A failure of a party to perform, or an omission by a party in its performance of, any obligation of these Terms will not be a breach of these Terms, nor will it create any liability, if such failure or omission arises from any cause or causes beyond the reasonable control of the parties, including, but not limited to the following (each a “Force Majeure Event”): (a) acts or omissions of any governmental entity; (b) any rules, regulations or orders issued by any governmental authority or any officer, department, agency or instrumentality thereof; (c) fire, storm, flood, earthquake, accident, war, rebellion, insurrection, riot, third party strikes, third party lockouts and pandemics; or (d) utility or telecommunication failures; so long as such party provides prompt notice of the Force Majeure Event, uses reasonable efforts to mitigate the impact of the Force Majeure Event, and uses reasonable efforts to resume performance after any such Force Majeure Event. A Force Majeure Event will not relieve your obligation to pay Fees. This Section shall survive the termination of these Terms.
9.7 Relationship of the Parties. The parties are independent contractors as to each other, and neither party will have the power or authority to assume or create any obligation or responsibility on behalf of the other. These Terms will not be construed to create or imply any partnership, agency, or joint venture.
9.8 Notices. Any notices or other communications provided by us under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. Any notices you provide to us under these Terms, including notice of non-renewal, termination or refund, must be sent by email to operations@harmonyintelligence.com. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.