Last Updated
April 3, 2017
Terms of Service
Last Updated
April 3, 2017

ACCEPTANCE

  • Acceptance of this rate proposal shall be effective only if received in writing by return prior to the date of expiry.
  • Rates quoted are not applicable for oversized, overweight or hazardous cargo, special equipment or handling, perishable & valuable cargo, unless otherwise specified.
  • Booking requests against this rate quotation are subject to space and equipment availability at such time (and/or at time of shipment).
  • At time of booking, hazardous cargo is subject to the acceptance policy of involved ports.
  • Payment is to be made within Pre-Agreed Credit Term, otherwise, Cash/Cheque payment upon presentation of Bill of Lading/Invoice.

 
Haven (the applicable entity specified below) provides its services (described below) to you through its website located at www.haveninc.com (the “Site”) and through its mobile applications and related services (collectively, such services, including any new features and applications, affiliate websites, and the Site, the “Service(s)”), subject to the following Terms of Service (as amended from time to time, the “Terms of Service”). We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these terms were last revised. We will also notify you, either through the Services user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Services or changes made for legal reasons will be effective immediately. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service.

 

In addition, when using certain services, you will be subject to any additional terms applicable to such services that may be posted on the Service from time to time, including, without limitation, the Privacy Policy located at http://www.haveninc.com/privacy/. All such terms are hereby incorporated by reference into these Terms of Service.

 

These Terms of Service are incorporated by reference into all order forms (whether in physical or web-based or other electronic form), mutually agreed upon by you and Haven, related to your access to and/or use of the Services, including without limitation as to the facilitation of any Shipments via the Services (each, an “Order Form”). These Terms of Service, together with the applicable Order Form, form a binding agreement between you and Haven, effective as of the date specified on the Order Form or the first date (the “Effective Date”) you click “accept” or “place order” or the like (this “Agreement”).

 

CONTRACTING ENTITY

 

The entity with which you are contracting (“Haven,” “we,” “us,” “our”)) is specified below:

  • With regard to Services, including use of or access to the Services, in each case, specific any particular Shipment (as defined below), in the case that payment for such Shipment is facilitated via the Services to a location in the United States or Canada, you are entering into this Agreement with Haven Engineering, Inc., a Delaware corporation, with a principal place of business at 25 Kearny St, Suite 304, San Francisco, CA 94108.
  • With regard to Services, including use of or access to the Services, in each case, specific any particular Shipment, in the case that payment for such Shipment is facilitated via the Services to a location in Asia, you are entering into this Agreement with Haven Markets Pte Ltd, a private limited Singapore company, with a principal place of business at 134 Amoy Street, #02-01, Far East Square, Singapore 049963 .
  • With regard to Services, including use of or access to the Services, in each case, specific any particular Shipment (as defined below), in the case that payment for such Shipment is faciliated via the Services to a location in Europe, you are entering into this Agreement with Haven Switzerland, GmBH, with a principal place of business at Binningerstrasse 15, 4051 Basel, Switzerland.
  • As to any other use of Haven’s SaaS Services, you are entering into this Agreement with Haven, Inc., a limited liability entity incorporated under the laws of the Cayman Islands, located at 190 Elgin Ave., George Town, Grand Cayman KY1-9005 Cayman Islands.
Access and Use of the Service
SERVICES DESCRIPTION:

Haven’s Service is a software-as-a-service offering that allows air, ocean, or logistics carriers (“Providers”) and entities who need to ship cargo or freight (“Shippers”) to communicate and to manage offering, selling and buying freight reservations, capacity, or associated products in a variety of pricing formats and locations. “User”, “you”, “your” means any user of the Service, and may be a Provider or Shipper or a party that represents themselves as such, including but not limited to Non-vessel owner common carrier (“NVOCC”) or Freight Forwarder (“Forwarder”). To the extent you are a Provider, the provisions in this Agreement regarding Providers apply to you. To the extent you are a Shipper, the provisions in this Agreement regarding Shippers apply to you.

SHIPMENT REQUESTS:

The following section applies only to the extent that the applicable Shipper selects the applicable Provider for a given Shipment through the Services. Shippers may submit a request for a shipment (“Shipment”) through the Service. Without limitation, Shipper will provide origin and destination addresses, the requested date and pickup time of the Shipment, a description of the items being shipped (including weight or any applicable dimensions) and any other relevant information about the Shipment. Haven is not responsible for any additional Shipment terms that may govern the specific cargo type, including but not limited to Incoterms, international conventions on dangerous goods, or government restrictions. Once the Shipment is accepted for posting by Haven on the Site, the details of the Shipment are posted to the Service. Haven may designate, at its own discretion, certain preferred Providers that will be able to view and accept the Shipment prior to other Providers. After a certain period of time, the Shipment will be viewable to all Providers in the immediate area. Shippers may cancel a Shipment at any time prior to it being accepted by a Provider. Providers may view a list of the available Shipments in its immediate area at any time and accept a Shipment through the Service. The first Provider to accept a Shipment will be assigned the Shipment. Once accepted by a Provider, Haven will notify Shipper that the Shipment has been accepted. Shipper and Provider will receive each other’s phone number, email address, or preferred contact method. Alternatively, Shippers may request a quote for a Shipment based on origin and destination addresses, size and quantity of shipment and dates (“Shipment Quote”). Haven will then respond to Shipper by providing a Shipment Quote and notify the Shipper if a Provider accepts such Shipment Quote. Shippers may also book through the Service by selecting a Shipment quote made available by a Provider. Each Shipper and Provider is responsible for providing their own phones for use with the Service. Haven does not guarantee that a Shipment will be accepted by a Provider. If a Shipment is not accepted by a Provider, Haven will notify the Shipper that no Provider is available and try posting the Shipment again.

COMPLETING A SHIPMENT:

Shipper must issue and provide relevant shipment details (“Shipping Instructions”) so that the Provider may issue a Bill of Lading (“Bill of Lading”) or any applicable documents for each Shipment. The Shipping Instructions must contain, at minimum, the names and addresses of the origin and destination addresses, the requested pickup and delivery dates and times, description of the items being shipped (including weight) and other relevant terms and conditions, any other applicable parties to the transaction, or any other required information needed for Provider to fulfill its duties to perform. Once the Shipment has been completed, Provider shall upload to the Service a proof of delivery, Notice of Arrival, or Bill of Lading for the authorized recipient (“Proof of Delivery”). For avoidance of doubt, Provider, not Haven, issues the Bill of Lading. Provider will direct any questions or concerns regarding the Bill of Lading to the applicable Shipper either independently or via the Service. Any routing instructions provided by Haven via the Service are for informational purposes only.

 

For the avoidance of doubt, Haven provides only its SaaS platform and, as applicable, the platform for posting and accepting Shipments and the billing services described in the Payment Terms section described in this Terms of Service. The actual contract for Shipping services, including any Bills of Lading are between the Providers and Shippers. While Haven may provide pricing, listing, routing instructions, and other guidance in our Services, such guidance is solely informational and you may decide to follow it or not. Also, while we may help facilitate the resolution of disputes through various programs, Haven has no control over and does not guarantee the existence, quality, safety or legality of services advertised; the truth or accuracy of users’ content or listings; the ability of Providers to sell Shipping services; the ability of Shippers to pay for services; or that a Provider or Shipper will actually complete a transaction.

YOUR REGISTRATION OBLIGATIONS:

You may be required to register with Haven in order to access and use certain features of the Service. If you choose to register for the Service, you agree to provide and maintain true, accurate, current and complete information about yourself as prompted by the Service’s registration form. Registration data and certain other information about you are governed by our Privacy Policy. If you are under 18 years of age, you are not authorized to use the Service, with or without registering.

MEMBER ACCOUNT, PASSWORD AND SECURITY:

You are responsible for maintaining the confidentiality of your password and account, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify Haven of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. Haven will not be liable for any loss or damage arising from your failure to comply with this Section.

MODIFICATIONS TO SERVICE:

Haven reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Haven will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

GENERAL PRACTICES REGARDING USE AND STORAGE:

You acknowledge that Haven may establish general practices and limits concerning use of the Service, including without limitation the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on Haven’s servers on your behalf. You agree that Haven has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that Haven reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Haven reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

MOBILE SERVICES:

The Service may include certain services that are available via a mobile device, including (i) the ability to upload content to the Service via a mobile device, (ii) the ability to browse the Service and the Site from a mobile device and (iii) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the “Mobile Services”). To the extent you access the Service through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By using the Mobile Services, you agree that we may communicate with you regarding Haven and other entities by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your Haven account information to ensure that your messages are not sent to the person that acquires your old number.

PILOT PERIOD:

With respect to any time period specified as a pilot or free trial of the Services, as you and Haven may expressly agree in writing (including in any applicable Order Form) (such time period, the “Pilot Period”, and such trial or pilot, the “Pilot”), notwithstanding anything in this Agreement to the contrary, with respect to the Pilot and Pilot Period, (i) no Standard Access Fees (as defined below) will apply, provided that, for clarity, any other applicable fees (including without limitation Shipment Charges and Per-Shipment Access Fees) will continue to apply and be due and payable as set forth in this Agreement, (ii) the Pilot Period will expire upon the end of the specified period, not to exceed 45 days, (iii) the Services are provided “AS IS” and no warranty or indemnification obligations of Haven shall apply, and (iv) you may terminate this Agreement and all of its rights hereunder by providing Haven written notice thereof no less than 10 days prior to the end of the Pilot Period; otherwise, this Agreement shall continue in effect for the Initial Term (as defined below) (subject to earlier termination as provided in the Agreement).

Provider Terms
PROVIDER REPRESENTATIONS AND WARRANTIES:

If you are a Provider, you hereby represent, warrant and covenant that:

  1. You have completed the Haven onboarding process and if requested provide Haven, where applicable: (i) a copy of ICC Authority, (ii) a completed W-9 form, (iii) a U.S. Department of Transportation Safety Rating certification form, and (iv) prior to moving your first Shipment with Haven, certificate(s) of insurance evidencing minimum coverage amounts of $100,000 for cargo or freight, $1,000,000 for general liability and $1,000,000 for shipping liability and workers compensation or equivalent as required by law. Provider shall provide certificates of insurance and upon request, shall provide copies of all policies and endorsements. Further, Provider will ensure that Haven is provided notice of cancellation or modification of any insurance required under this Agreement at least 30 days in advance of any cancellation or modification of the required insurance.
  2. You are duly authorized to provide shipping services as a contract carrier of commodities and desire to provide shipping services for Shipments and will not at any time accept Shipments if your rating is unsatisfactory or conditional or you can not fulfill the required applicable government regulations for any Shipment
  3. You will immediately notify Haven if your safety rating is unsatisfactory or conditional.
  4. You have all applicable licenses, approvals and authority to provide the shipping services subject to this Agreement.
  5. To the extent you handle intermodal shipments, you represent you have executed and are in compliance with a current Uniform Intermodal Interchange Agreement (“UIIA”) and will provide a copy of the UIIA to Haven upon request.
  6. You will comply with all applicable state and federal laws related to provision of such shipping services, including without limitation those of the U.S. Department of Transportation.
  7. You will employ and be solely responsible for all personnel employed by you to provide such shipping services, including paying such personnel’s wages and insurance.
  8. YOU ARE SOLELY RESPONSIBLE FOR ANY AND ALL LIABILITY WHICH RESULTS OR IS ALLEGED AS A RESULT OF SHIPPING SERVICES PROVIDED BY OR ON BEHALF OF YOU, AS A PROVIDER, INCLUDING, BUT NOT LIMITED TO, PROPERTY DAMAGE, CARGO OR FREIGHT LOSS, DAMAGES OR DELAY, PERSONAL INJURY AND DEATH AND WILL DEFEND, INDEMNIFY, AND HOLD HAVEN HARMLESS, INCLUDING ATTORNEY FEES, FROM ANY CLAIMS THAT ARISE FROM YOUR PERFORMANCE OF ANY SHIPPING SERVICES OR ANY OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE IN RELATION TO THE OF SERVICES. FURTHER, PROVIDER SHALL DEFEND, INDEMNIFY, AND HOLD HAVEN’S USERS, THE CONSIGNERS AND THE CONSIGNEES ON EACH SHIPMENT HARMLESS FROM ANY AND ALL CLAIMS, LOSS, DAMAGE, EXPENSES, OR LIABILITY, INCLUDING REASONABLE ATTORNEY FEES, ARISING OUT OF PROVIDER’S PERFORMANCE OF SERVICES, OR ANY VIOLATION BY PROVIDER OF APPLICABLE LAW OR TERMS OF THIS AGREEMENT.
  9. Provider’s insurance must cover all contractual liability assumed by the carrier under this Agreement.
TRAINING:

If requested by Haven, Providers must complete the Haven training and orientation process.

PROVIDER FREIGHT LOSS OR DAMAGE:

Provider agrees to assume full liability, applicable by law, for the prompt, safe transportation of all Shipments under this Agreement, including compliance with applicable temperature requirements, and agrees to be responsible for all loss, damage, delay, destruction, theft or liability of whatever nature arising from the transportation services hereunder, or from Provider’s failure to perform the services, whether occurring while the Shipment is in the custody or control of the Provider or in the custody or control of any other party to whom Provider may entrust the Shipment.

LOADING AND SECURING CARGO:

Provider shall be solely responsible for loading and securing cargo and freight transported under this Agreement, and each Provider shall have the required knowledge and training to properly load and transport the cargo or freight.

Shipper Terms
SHIPPER REPRESENTATIONS AND WARRANTIES:

If you are a Shipper, you hereby represent, warrant and covenant that:

  1. You will not use the Service with regard to the shipment of items that are illegal.
  2. You own the shipped items or have the necessary rights to ship such items;
  3. ou use the Service to ship items at your own risk and agree that Haven will have no liability for any shipped items;
  4. You are solely responsible for obtaining any insurance to cover any anticipated losses
  5. Requested pick-up and delivery dates and hours will not require the Provider to violate hours of service regulations under applicable law; and
  6. You are solely responsible for any and all liability, which results or is alleged as a result of such shipped items, including, but not limited to, property damage, personal injury and death and indemnify Haven as such.
Conditions of Use
USER CONDUCT:

You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages or other materials (“content”) that you upload, post, publish or display (hereinafter, “upload”) or email or otherwise use via the Service. The following are examples of the kind of content and/or use that is illegal or prohibited by Haven. Haven reserves the right to investigate and take appropriate legal action against anyone who, in Haven’s sole discretion, violates this provision, including without limitation, removing the offending content from the Service, suspending or terminating the account of such violators and reporting you to the law enforcement authorities. You agree to not use the Service to:

 

a.              email or otherwise upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable; or (vii) in the sole judgment of Haven, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose Haven or its users to any harm or liability of any type;

 

b.              interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; or

 

c.              violate any applicable local, state, national or international law, or any regulations having the force of law;

 

d.              impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;

e.              solicit personal information from anyone under the age of 18;

 

f.               harvest or collect email addresses or other contact information of other users from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;

 

g.              advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;

 

h.              further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or

 

i.               obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Service.

SPECIAL NOTICE FOR INTERNATIONAL USE; EXPORT CONTROLS:

Software (defined below) available in connection with the Service and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the Service, including as it concerns online conduct and acceptable content.

DATA:

Haven shall have the right to collect and analyze data and other information relating to the Services and its related systems and technologies, and Haven will be free (during and after the term of this Agreement) to (i) use such information and data to improve and enhance its products and services, and for other development, diagnostic and corrective purposes in connection with the Services and other Haven products and services and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.

COMMERCIAL USE:

Unless otherwise expressly authorized herein or in the Service, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.

INTERNATIONAL BUYING AND SELLING; TRANSLATION:

Most of our Services are accessible to international Providers and Shippers. We may offer certain programs, tools, and site experiences of particular interest to international Providers and Shippers, such as estimated local currency conversion and international shipping calculation tools. Providers and Shippers are responsible for complying with all laws and regulations applicable to the international sale, purchase, and delivery of shipping services. To assist users who may speak different languages, whenever automated translation solutions are available, you direct us to use automated tools to translate your Haven content (including your listings), in whole or in part, into local languages and, when using a Haven site as a Shipper, to provide you with access to translated content. As a Provider, you may also have access to tools that will enable you to translate content as requested. The accuracy or availability of translations is not guaranteed.

Payment Terms
SHIPPER FEES:

The following terms apply to you as a Shipper: If you are a Shipper, the Services (and any portion thereof) are made available to you for certain fees, including without limitation the fee applicable to your access to and use of Haven’s SaaS platform, as specified in the Order Form (the “Standard Access Fee”), as well as the fees Haven assesses on a per-Shipment basis to support Haven’s SaaS platform, as specified in the Order Form (the “Per-Shipment Access Fee”, and, collectively, the “Services Fees”). You will be required to select a Services tier (for example, Basic, Professional or Premium) and to select either an annual or monthly payment plan for the Standard Access Fee, and you shall pay all Services Fees in accordance therewith and with the terms of this Agreement. Further, for each Shipment, you will be charged via the Services for the applicable shipment charges to be paid to the applicable Provider, in the amount communicated to you via the Site when the applicable Shipment was accepted on the Service (“Shipment Charges”), and you shall pay such Shipment Charges in accordance with the terms of this Agreement.

 

If you select an annual payment plan for the Standard Access Fee, the Standard Access Fee is due and shall be paid on the Effective Date, and upon the commencement of each Renewal Term. If you select a monthly payment plan for the Standard Access Fee, the Standard Access Fee is due and shall be paid on the first (1st) day of each full calendar month of the Term. The Standard Access Fee applicable to the first calendar month of the Term shall be due and paid on the Effective Date, and prorated to account for the number of days remaining in such calendar month. Similarly, the Standard Access Fee applicable to the last calendar month of the Term shall be prorated, to account for the number of days of such calendar month up to the date of termination.

 

You agree to provide Haven information regarding your credit card or other payment instrument. You represent and warrant to Haven that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your account number or billing address that may occur). If you dispute any charges, you must let Haven know within sixty (60) days after the date that Haven charges you. You hereby authorize Haven to bill your payment instrument for the Standard Access Fee as outlined above (in the Services Fees section), and you agree that no additional notice or consent is required. You also hereby authorize Haven to bill your payment instrument for the Shipment Charges and Per-Shipment Access Fee immediately after the Provider provides applicable booking confirmation or releases the applicable Bill of Lading (whichever occurs first), and you agree that no additional notice or consent is required.

 

If you are a Shipper and you have provided Haven with your bank account information as your payment instrument, you hereby authorize Haven to process a check from your bank account for the Shipment Charges and Services Fees, as outlined in this Agreement. To do this, your check is converted into an electronic check and presented immediately via the Automated Clearing House (“ACH”) system. In the event a check is subsequently returned for non-sufficient funds, you agree that we may add a returned check fee of $25.00 to the amount of the returned check and take any action available to us at law or in equity to collect such full amount. You agree to pay the returned check fee, as well as the Services Fees and any collection charges incurred by us. If Haven issues a provisional credit and the dispute is resolved and the charges were correct, Haven shall recharge your bank account to reverse this provisional credit. You expressly consent to this reversal if you falsely or incorrectly dispute a charge. If you wish to dispute a charge by mail or telephone please contact Haven at info [at] Haveninc.com. Haven may choose to bill through an invoice with varying credit terms given based on numerous factors, all at Haven’s discretion, in which case, full payment for invoices issued in any given month must be received by Haven by the due date, or the Services may be terminated. Unpaid invoices are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. You shall be responsible for all taxes associated with the Services other than taxes based on Haven’s net income.

 

Haven may change Service Fee pricing from time to time in its sole discretion by updating the Site and without any additional notice to you. Notwithstanding anything herein to the contrary, if Haven updates its standard Service Fees applicable to your Services tier prior to twenty (20) days before the end of your next Renewal Term (as defined below), such updated Service Fees will apply as of the commencement of such Renewal Term. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount. If no prior arrangements are made to the contrary, you agree to use the Service to pay for any Shipments booked through the Service and not to circumvent payments for scheduled or completed Shipments in any way. All payment will be in U.S. dollars, unless otherwise expressly indicated on the Site.

 

You agree that you are responsible for the collection and/or payment of all Taxes, which you may be liable for in any jurisdiction arising from your use of the Service and with respect to all Shipments. Haven is not responsible for collecting, reporting, paying, or remitting to you any such Taxes. “Taxes” means any applicable duties, sales taxes, GST, VAT or other taxes, which may be levied in respect of a transaction contemplated by this Agreement. Any amount that is not paid when due will accrue interest at eighteen percent (18%) per annum or the maximum rate permitted by applicable law, whichever is less, from the due date until paid. In the event that Haven is unable to bill you due to insufficient funds, Shipper shall be liable for all costs and expenses incurred by Haven in connection with collection of the Shipment Charges, including costs and expenses of a third party collection agency. Shipment Charges and Services Fees are non-refundable.

REMITTANCE:

The following terms apply to you as a Provider: For each Shipment, Haven will you the Shipment Charges. Provider agrees that it is entitled to the Shipment Charge only after Provider acknowledges receipt of the Shipment, which shall be payable to Provider as mutually agreed upon by Haven and the Provider in writing, or, in the absence of such an explicit agreement, fifteen (15) days after Haven’s receipt of the Proof of Delivery in accordance with this Agreement. Haven will remit the Shipment Charge to Provider on a weekly basis. Notwithstanding the foregoing, if the authorized recipient indicates on the Proof of Delivery or otherwise that the Shipment has shortages, or has been damaged, lost, delayed, not completed or otherwise files a claim regarding the Shipment and Shipper notifies Haven of this within a reasonable time after the Shipment (but in no case longer than three (3) months after completion of the Shipment), Haven shall have the right to withhold payment of any Shipment Charge due to the Provider until such problem with the Shipment or claim has been settled. The only rights that Provider has to receive any amounts from Haven are set forth in this Section of the Terms of Service.

Intellectual Property Rights
SERVICE CONTENT, SOFTWARE AND TRADEMARKS:

You acknowledge and agree that the Service may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by Haven, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you legally upload to the Service. In connection with your use of the Service you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by Haven from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Service or distributed in connection therewith are the property of Haven, our affiliates and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Haven.

 

The Haven name and logos are trademarks and service marks of Haven (collectively the “Haven Trademarks”). Other Haven, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Haven. Nothing in this Agreement or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Haven Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of Haven Trademarks will inure to our exclusive benefit.

THIRD PARTY MATERIAL:

Under no circumstances will Haven be liable in any way for any content or materials of any third parties (including users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Haven does not pre-screen content, but that Haven and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, Haven and its designees will have the right to remove any content that violates this Agreement or is deemed by Haven, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

USER CONTENT TRANSMITTED THROUGH THE SERVICE:

With respect to the content or other materials you upload through the Service or share with other users or recipients (collectively, “User Content”), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein.

 

You acknowledge and agree that Haven may preserve content and may disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce this Agreement; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Haven, its users and the public. You understand that the technical processing and transmission of the Service, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

COPYRIGHT COMPLAINTS:

Haven respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify Haven of your infringement claim in accordance with the procedure set forth below.

 

Haven will process and investigate notices of alleged infringement and will take appropriate actions under applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to Haven’s Copyright Agent at info [at] haveninc.com (Subject line: “Takedown Request”).

 

You may also contact us by facsimile at (888) 838-3868 or mail to one of the following addresses:

 

For Users in the United States and Canada: Haven Engineering, Inc.: 25 Kearny St, Suite 304, San Francisco, CA 94108

 

For Users in Asia: Haven Markets Pte Ltd, 3 Anson Rd. #27-01, Singapore, Singapore 079909

 

For Users in Europe: Haven Switzerland, GmBH, Binningerstrasse 15, 4051 Basel, Switzerland

 

For Users not in any of the locations listed above: Haven, Inc., 190 Elgin Ave., George Town, Grand Cayman KY1-9005 Cayman Islands

 

To be effective, the notification must be in writing and contain the following information:

  • an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
  • a description of the copyrighted work or other intellectual property that you claim has been infringed;
  • a description of where the material that you claim is infringing is located on the Service, with enough detail that we may find it on the Service;
  • your address, telephone number, and email address;
  • a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
  • a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

Counter-Notice: If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to the Copyright Agent:

  • your physical or electronic signature;
  • identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
  • a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
  • your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located within Northern District of California and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, Haven will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.

 

Repeat Infringer Policy: In accordance with other applicable law, Haven has adopted a policy of terminating, in appropriate circumstances and at Haven’s sole discretion, users who are deemed to be repeat infringers. Haven may also at its sole discretion limit access to the Service and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

MARKETING:

Haven reserves the right to use your name and/or company name as a reference for marketing or promotional purposes on Haven’s website and in other communication with existing or potential Haven customers. To decline Haven this right you need to email info [at] Haveninc.com stating that you do not wish to be used as a reference.

Equipment
Equipment

You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, server, software, operating system, networking, web servers, long distance and local telephone service (collectively, “Equipment”). You shall be responsible for ensuring that such Equipment is compatible with the Services (and, to the extent applicable, the Software) and complies with all configurations and specifications set forth in Haven’s published policies then in effect. You shall also be responsible for maintaining the security of the Equipment, your account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your account or the Equipment with or without your knowledge or consent.

Third Party Websites
 

The Service may provide, or third parties may provide, links or other access to other sites and resources on the Internet. Haven has no control over such sites and resources and Haven is not responsible for and does not endorse such sites and resources. You further acknowledge and agree that Haven will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource. Any dealings you have with third parties found while using the Service are between you and the third party, and you agree that Haven is not liable for any loss or claim that you may have against any such third party.

Indemnity and Release
 

You agree to release, defend and indemnify Haven and its affiliates and their officers, employees, and directors from any from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Service, any User Content, your connection to the Service, your violation of this Agreement or your violation of any rights of another. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

 

Notwithstanding anything in these Terms to the contrary, Haven shall defend and indemnify you against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by you arising out of or in connection with any claim made against you for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the provision of Services hereunder. “Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Disclaimer of Warranties
 

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. HAVEN EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

 

HAVEN MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.

 

HAVEN’S STATEMENTS REGARDING ITS PLANS, DIRECTIONS, AND INTENT ARE SUBJECT TO CHANGE OR WITHDRAWAL WITHOUT NOTICE AT HAVEN’S SOLE DISCRETION. INFORMATION REGARDING POTENTIAL FUTURE PRODUCTS IS INTENDED TO OUTLINE OUR GENERAL PRODUCT DIRECTION AND IT SHOULD NOT BE RELIED ON IN MAKING A PURCHASING DECISION. THE INFORMATION MENTIONED REGARDING POTENTIAL FUTURE PRODUCTS IS NOT A COMMITMENT, PROMISE, OR LEGAL OBLIGATION TO DELIVER ANY MATERIAL, CODE OR FUNCTIONALITY. INFORMATION ABOUT POTENTIAL FUTURE PRODUCTS IS NOT INCORPORATED INTO THIS OR ANY OTHER AGREEMENT. THE DEVELOPMENT, RELEASE, AND TIMING OF ANY FUTURE FEATURES OR FUNCTIONALITY DESCRIBED FOR OUR PRODUCTS REMAINS AT OUR SOLE DISCRETION.

Limitation of Liability
 

YOU EXPRESSLY UNDERSTAND AND AGREE THAT HAVEN WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF HAVEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (V) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL HAVEN’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID HAVEN FOR THE SERVICE (EXCLUDING SHIPMENT CHARGES) IN THE LAST TWELVE (12) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).

 

WITHOUT LIMITING THE FOREGOING, HAVEN SHALL NOT BE LIABLE FOR ANY (I) DAMAGES, LIABILITY OR LOSSES ARISING OUT OF ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY PROVIDER (INCLUDING WITHOUT LIMITATION, ANY PROVIDER OR SHIPPER OR OTHER THIRD PARTY WITH WHOM YOU INTERACT VIA THE SERVICES), EVEN IF HAVEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (II) DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND HAVEN’S REASONABLE CONTROL.

 

THE SERVICES MAY BE USED BY YOU TO REQUEST AND SCHEDULE SHIPPING OR LOGISTICS SERVICES WITH THIRD PARTY PROVIDERS, BUT YOU AGREE THAT HAVEN HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY SHIPPING OR LOGISTICS SERVICES PROVIDED TO YOU BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.

 

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. SUBJECT TO THE ARBITRATION PROVISION SET FORTH BELOW, IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

Arbitration
 

At Haven’s or your election, all disputes, claims, or controversies arising out of or relating to this Agreement or the Service that are not resolved by mutual agreement may be resolved by binding arbitration to be conducted before JAMS, or its successor. Unless otherwise agreed by the parties, arbitration will be held in San Francisco, California before a single arbitrator mutually agreed upon by the parties, or if the parties cannot mutually agree, a single arbitrator appointed by JAMS, and will be conducted in accordance with the rules and regulations promulgated by JAMS unless specifically modified in this Agreement. The arbitration must commence within forty-five (45) days of the date on which a written demand for arbitration is filed by either party. The arbitrator’s decision and award will be made and delivered within sixty (60) days of the conclusion of the arbitration and within six (6) months of the selection of the arbitrator. The arbitrator will not have the power to award damages in excess of the limitation on actual compensatory, direct damages set forth in this Agreement and may not multiply actual damages or award punitive damages or any other damages that are specifically excluded under this Agreement, and each party hereby irrevocably waives any claim to such damages. The arbitrator may, in his or her discretion, assess costs and expenses (including the reasonable legal fees and expenses of the prevailing part) against any party to a proceeding. Any party refusing to comply with an order of the arbitrators will be liable for costs and expenses, including attorneys’ fees, incurred by the other party in enforcing the award. Notwithstanding the foregoing, in the case of temporary or preliminary injunctive relief, any party may proceed in court without prior arbitration for the purpose of avoiding immediate and irreparable harm. The provisions of this arbitration section will be enforceable in any court of competent jurisdiction.

 

Notwithstanding the provisions of the introductory section above, if Haven changes this ‘Arbitration’ section after the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement), you may reject any such change by sending us written notice within 30 days of the date such change became effective, as indicated in the “Date of Last Revision” date above or in the date of Haven’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any dispute between you and Haven in accordance with the provisions of this section as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement).

Term and Termination
 

The term of this Agreement will commence on the Effective Date and will continue for one (1) year (the “Initial Term”). Thereafter, the term of this Agreement will automatically renew for additional successive one (1)-year periods (each, a “Renewal Term”, and collectively, with the Initial Term, the “Term”), unless either party provides the other party with written notice of non-renewal at least twenty (20) days prior to the end of the then-current term.

 

Either party may terminate this Agreement upon written notice to the other party if such other party materially breaches this Agreement and does not cure such breach within thirty (30) days after receiving written notice of such breach. Haven may immediately suspend access to the Services if you materially breach this Agreement (including without limitation by failing to pay any fees when due) until such breach is cured. Such a suspension of Services shall not relieve you from you obligations to pay all amounts due under this Agreement. Either party may terminate this Agreement, without notice, (i) upon the institution by or against the other party of insolvency, receivership or bankruptcy proceedings, (ii) upon the other party’s making an assignment for the benefit of creditors, or (iii) upon the other party’s dissolution or ceasing to do business.

 

[Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of Service, may be referred to appropriate law enforcement authorities. Haven may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of this Agreement may be effected without prior notice, and acknowledge and agree that, in connection with the termination of this Agreement, Haven may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that Haven will not be liable to you or any third party for any suspension or termination of your access to the Service.

User Disputes
 

You agree that you are solely responsible for your interactions with any other user in connection with the Service and Haven will have no liability or responsibility with respect thereto. Haven reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.

 

 

Governing Law and Venue

Haven entity with which you are contracting:

 

Haven Engineering, Inc.
Governing Law: California, USA
Exclusive Jurisdiction and Venue: State and Federal courts located within San Francisco County, California, USA

 

Haven Markets Pte Ltd
Governing Law: Singapore
Exclusive Jurisdiction and Venue: Courts of the Republic of Singapore

 

Haven Switzerland, GmBH
Governing Law: Switzerland
Exclusive Jurisdiction and Venue: Courts located in Basel, Switzerland

 

Haven, Inc.
Governing Law: Cayman Islands
Exclusive Jurisdiction and Venue: Courts of Cayman Islands

 

This Agreement will be governed by the laws of the applicable jurisdiction laid out in the above table, without regard to its conflict of law provisions. Also, with respect to any disputes or claims not subject to arbitration, as set forth above, you and Haven agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within the applicable jurisdiction, laid out in the above table.

 

General
 

This Agreement constitutes the entire agreement between you and Haven and govern your use of the Service, superseding any prior agreements between you and Haven with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use affiliate or third party services, third party content or third party software. The failure of Haven to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this Agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign this Agreement without the prior written consent of Haven, but Haven may assign or transfer this Agreement, in whole or in part, without restriction. The section titles in this Agreement are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to this Agreement or other matters by displaying notices or links to notices generally on the Service.

Your Privacy

At Haven, we respect the privacy of our users. For details please see our Privacy Policy. By using the Service, you consent to our collection and use of personal data as outlined therein.

Notice for California Users

Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at Haven Engineering, Inc., 25 Kearny St, Suite 304, San Francisco, CA 94108

Questions? Concerns? Suggestions?
 

Please contact us to report any violations of this Agreement or to pose any questions regarding this Agreement or the Service as follows:

 

For users in the United States: Haven Engineering, Inc.: 25 Kearny St, Suite 304, San Francisco, CA 94108

 

For users in Asia: Haven Markets Pte Ltd, 3 Anson Rd. #27-01, Singapore, Singapore 079909

 

For Users in Europe: Haven Switzerland, GmBH, with a principal place of business at Binningerstrasse 15, 4051 Basel, Switzerland

 

For users not in any of the locations listed above: Haven, Inc., 190 Elgin Ave., George Town, Grand Cayman KY1-9005 Cayman Islands