Terms and Conditions
December 4, 2017
Terms and Conditions
Acceptance of the Terms and Conditions
Haven, Inc. (together with its affiliates, herein referred to as the “Haven,” “we,” “us” or “our”) provides and makes available this web site (the “Site”). All use of the Site is subject to the terms and conditions contained in these General Website Terms and Conditions (the “Website Terms”). Please read these Website Terms carefully. By accessing, browsing or otherwise using the Site, you acknowledge that you have read, understood, and agree to be bound by these Website Terms. If you do not accept the terms and conditions of these Website Terms, you shall not access, browse or use the Site. You understand and agree that your company’s or other organization’s use of our online transportation management system and extended provider network service and other products/services shall not be governed by these Website Terms, but rather by the applicable terms and conditions between Haven and your company or organization.
You understand and agree that we may change these Website Terms at any time without prior notice. You may read a current, effective copy of these Website Terms at any time by selecting the “General Website Terms and Conditions” link on the Site. The revised terms and conditions will become effective 30 days after posting. Any use of the Site after such date shall constitute your acceptance of such revised terms and conditions. If any change to these Website Terms is not acceptable to you, your sole remedy is to cease accessing, browsing and otherwise using the Site.
Use of the Site
This Site contains material, including but not limited to software, text, graphics and images (collectively referred to as the “Content”). We may own the Content or portions of the Content may be made available to us through arrangements that we have with third-parties. The Content is protected by United States and foreign intellectual property laws. Unauthorized use of the Content may result in violation of copyright, trademark, and other laws. You have no rights in or to the Content, and you will not copy the Content and will only access and use the Content for your personal purposes. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of any of the Content on any other web site or computer network for any purpose is expressly prohibited. If you violate any part of these Website Terms, your right to access and/or use the Content and Site shall automatically terminate.
The trademarks, service marks, and logos of Haven (the “Haven Trademarks”) used and displayed on this Site are registered and unregistered trademarks or service marks of Haven. Other company, product, and service names located on the Site may be trademarks or service marks owned by third-parties (the “Third-Party Trademarks”, and, collectively with Haven Trademarks, the “Trademarks”). Nothing on this Site or in these Website Terms should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on this Site without the prior written consent of Haven specific for each such use. The Trademarks may not be used to disparage Haven or the applicable third-party, Haven’s or third-party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any web site is prohibited without Haven’s prior written consent. All goodwill generated from the use of any Haven Trademark shall inure to Haven’s benefit.
You agree not to: (a) take any action that imposes an unreasonable load on the Site’s infrastructure, (b) use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any activity being conducted on the Site, (c) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up the Site, (4) delete or alter any material posted on the Site by Haven or any other person or entity, or (5) frame or link to any of the materials or information available on the Site.
The Site contains links to third-party web sites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact a representative of those External Sites if you have any concerns regarding such links or any content located on such External Sites.
We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of any materials on such External Sites. You should take precautions when downloading files from all web sites to protect your computer from viruses and other destructive programs. If you decide to access any External Sites, you do so at your own risk.
Intellectual Property Rights
Certain elements of the Site are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to, the use of framing or mirrors, except as otherwise expressly permitted by Section 2.1 of the Website Terms. None of the Content for this Site may be retransmitted without the express written consent from Haven for each and every instance.
You may from time to time provide suggestions, comments for enhancements or functionality or other feedback (“Feedback”) to us with respect to the Site or Content. We shall have full discretion to determine whether or not to proceed with the development or implementation of any Feedback. You hereby grants Haven a royalty-free, fully paid up, worldwide, transferable, sublicenseable, irrevocable, perpetual license to (a) copy, distribute, transmit, display, perform, and create derivative works of the Feedback; and (b) use the Feedback and/or any subject matter thereof, including without limitation, the right to develop, manufacture, have manufactured, market, promote, sell, have sold, offer for sale, have offered for sale, import, have imported, rent, provide and/or lease products or services which practice or embody, or are configured for use in practicing, the Feedback and/or any subject matter of the Feedback.
If you believe that your intellectual property has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, we will promptly process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other 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 email@example.com (Subject line: DMCA Takedown Request). You may also contact us by mail or facsimile at:
Attention: Copyright Agent
25 Kearny Street
San Francisco, CA 94108
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;
- 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.
If you believe that your intellectual property 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 post and use the content in your intellectual property, 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 e-mail address, a statement that you consent to the jurisdiction of the federal court located within San Francisco, 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 Haven’s sole discretion.
In accordance with the DMCA and other applicable law, Haven has adopted a policy of terminating, in appropriate circumstances and at Haven’s sole discretion, users or website browsers who are deemed to be repeat infringers. Haven may also at its sole discretion limit access to the Service of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
Limitation of Liability and Disclaimer of Warranties
HAVEN, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (COLLECTIVELY, THE “HAVEN PARTIES“) MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE SITE OR CONTENT, INCLUDING BUT NOT LIMITED TO ITS ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS OR RELIABILITY. HAVEN PARTIES SHALL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY OR COMPLETENESS OF THE SITE OR CONTENT OR ANY OTHER INFORMATION CONVEYED TO THE USER OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE SITE AND THE CONTENT AT YOUR OWN RISK.
HAVEN PARTIES DO NOT WARRANT THAT THE SITE WILL OPERATE ERRORFREE OR THAT THE SITE, ITS SERVER, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE SITE OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO HAVEN PARTY SHALL BE RESPONSIBLE FOR THOSE COSTS.
THE SITE AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. HAVEN PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NONINFRINGEMENT OF THIRD PARTIES RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.
IN NO EVENT SHALL ANY HAVEN PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE SITE AND THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH HAVEN PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SOME STATES DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, IN SUCH STATES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU, AND THE LIABILITY OF HAVEN PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
IF YOU ARE FROM NEW JERSEY, THE FOREGOING SECTIONS 4.1 AND 4.2 ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.
You agree to defend, indemnify, and hold harmless Haven Parties from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of these Website Terms or your access to, use or misuse of the Content or Site. Haven shall provide notice to you of any such claim, suit, or proceeding. Haven reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Haven’s defense of such matter.
Termination of the Website Terms
Haven reserves the right, in its sole discretion, to restrict, suspend, or terminate these Website Terms and your access to all or any part of the Site or the Content at any time and for any reason without prior notice or liability. Haven reserves the right to change, suspend, or discontinue all or any part of the Site or the Content at any time without prior notice or liability.
Sections 2 (Use of the Site), 4 (Limitation of Liability and Warranty), 5 (Indemnification), 6 (Termination of the Website Terms), and 10 (Miscellaneous) shall survive the termination of these Website Terms.
Haven will retain Transaction Data in active databases for varying lengths of time depending upon the specific Services, type of data, and applicable law in accordance with the agreement between Haven and your organization. The policy regarding data retention for each Services is set forth in the documentation or terms for each Services. Consistent with Haven’s backup and storage procedures and due to the close integration of data with the Services, Transaction Data might be stored by Haven in backup logs and files for the duration necessary to comply with legal requirements, resolve disputes, enforce our agreements or for the purposes described in this policy. However, Haven makes no commitment to indefinitely store such data.
User Must Comply with Applicable Laws
This Site is hosted in the United States. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Site or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
The United States controls the export of products and information. You expressly agree to comply with such restrictions and not to export or re-export any of the Content to countries or persons prohibited under the export control laws. By downloading the Content, you are expressly agreeing that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or re-export of the Content.
U.S. Government Restricted Rights. The Content is provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the Government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Use of the Site or Content by the Government constitutes acknowledgement of our proprietary rights in the Site and Content.
These Website Terms will be governed by the laws of the applicable jurisdiction of the contracting Haven entity, as provided in the list below:
Contracting Entity: Haven Engineering, Inc.
Governing Law: California, USA
Courts Having Exclusive Jurisdiction: State and Federal Courts located within San Francisco, County, California, USA
Contracting Entity: Haven Markets Pte Ltd
Governing Law: Singapore
Courts Having Exclusive Jurisdiction: Courts of the Republic of Singapore
Contracting Entity: Haven Switzerland, GmBH
Governing Law: Switzerland
Courts Having Exclusive Jurisdiction: Courts located in Basel, Switzerland
Contracting Entity: Haven, Inc.
Governing Law: Cayman Islands
Courts Having Exclusive Jurisdiction: Court of Cayman Islands
Each party agrees to the applicable governing law above without regard to choice or conflicts of law rules, and the exclusive jurisdiction of the applicable courts above.
If any provision of these Website Terms is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Website Terms, which shall remain in full force and effect. Failure of Haven to act on or enforce any provision of the Website Terms shall not be construed as a waiver of that provision or any other provision in these Website Terms. No waiver shall be effective against Haven unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by Haven and you, these Website Terms constitutes the entire agreement between you and Haven with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. These Website Terms will inure to the benefit of our successors, assigns, licensees, and sublicensees. Any information submitted or provided by you to the Site might be publicly accessible. Important and private information should be protected by you.