Client Terms of Service

HAVNLYAI, INC TERMS OF SERVICE FOR CLIENTS

These Terms of Service for Clients (“Terms”) constitute a binding legal agreement between HavnlyAI, Inc., a corporation governed by the laws of the State of Delaware, USA, with its registered office at 74 E Glenwood Ave, Unit #5779, Smyrna, DE, USA (“Havnly”), and you — each party that requests, arranges, approves, or pays for housing placements through the Platform on its own behalf or on behalf of others, including insurance carriers, third-party administrators, corporations, and restoration companies (collectively, “Client,” “you,” or “your”) accessing Havnly’s website at www.havnly.ai (the “Website”) and using the Services (defined below) via the Website and Platform. You and Havnly are each a “Party” and together the “Parties.” Please read these Terms carefully before using the Website. Your access to the Website and Platform and your use of the Services are conditioned upon your acceptance of and compliance with these Terms.

1. ACCEPTANCE OF THE TERMS

By accessing the Website, working with Havnly in any business capacity, and by using the Services via the Platform, you agree to be bound by these Terms and to comply with all applicable laws and regulations. Should you disagree to be bound by these Terms, in whole or in part, you shall not be authorized to use the Services and shall refrain from accessing or using the Website, Platform, and Services. Your continued use of the Website, Platform, and Services shall be deemed to constitute your acceptance of these Terms.

2. MODIFICATION OF THE TERMS

Havnly reserves the right, at any time and in its sole discretion, to modify or replace these Terms. Havnly will provide notice of material changes, for example by posting an updated effective date, or by notifying you through the Platform or by email. Your continued access to the Website and use of the Services following the posting of any changes shall be subject to the modified Terms.

3. THE PLATFORM AND SERVICES

3.1 Platform. Havnly provides you, through the Website, a web-based software-as-a-service digital platform that gives you access to a network of pre-vetted, insurance-ready residential properties for mid-term and temporary placements for your insured policyholders or displaced tenants (the “Platform”).

3.2 License Grant. Havnly grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use the Platform via the Website in strict compliance with these Terms. All rights not expressly granted are reserved by Havnly and its licensors.

3.3 Services. Via the Website and Platform, Havnly provides you the ability to: identify, source, vet, book, and coordinate suitable temporary housing options for your insured policyholders and tenants; communicate with property owners and property managers (“Property Owners”); screen properties; book and pay for placements on the Platform; manage invoicing and billing documentation; and access Havnly’s optional service offerings, including the provision of furniture, inspection, and other add-ons (collectively, the “Services”).

3.4 No responsibility for properties. In relation to the properties listed or displayed on the Website and Platform, you acknowledge and agree that Havnly shall not be responsible for: the accuracy of information provided by Property Owners; the accuracy or availability of any property described as a “Pre-Qualified Home”; the physical condition or quality of any property; the underlying financial obligations between you and any Property Owner; your compliance with local property laws; the history or background of any property; any issues, accidents, or damages to a property before or after move-in; any injury sustained by you or any insured policyholder or tenant; any breach of a lease or rental agreement between you and a Property Owner; the availability or non-availability of any property; the acts of any Property Owners, insured policyholders, or tenants; or any delays or cancellations caused by force majeure events.

3.5 Early departure. If an insured policyholder or tenant departs a property before the agreed check-out date, or seeks to cancel a confirmed booking after the scheduled commencement of the stay, such early departure or cancellation shall be deemed a voluntary termination of the booking. In such circumstances, you shall remain fully liable for the total booking charges and fees applicable for the entire confirmed stay, and Havnly shall not be responsible for providing any refund, credit, or compensation for any unused portion of the booking or for any Havnly fees.

3.6 Pre-Qualified Homes. Pre-Qualified Homes displayed on the Platform are non-binding housing candidates identified through market research, proprietary tools, partner inventory, and other lawful data-gathering methods. They are shown for informational and evaluation purposes only and do not constitute confirmed availability, an offer to lease, or a representation that the Property Owner has agreed to participate in a placement. All Pre-Qualified Homes are subject to independent verification by Havnly, including confirmation of availability, pricing, terms, and owner consent, before any tour, hold, booking, or placement may occur. Havnly makes no guarantees regarding the availability, accuracy, pricing, or suitability of any Pre-Qualified Home until verification is completed and the home is designated as a verified match on the Platform.

3.7 Property Owners. Information on a property you select is based on information posted by a third-party Property Owner. Havnly has no control over Property Owners and shall not be responsible or liable for such information, and does not guarantee that any selected property will be available. Any recourse you may have regarding such information must be taken against the applicable Property Owner. Property Owners are independent contractors and are not agents, officers, or employees of Havnly. To the extent permitted by law, Havnly shall not be liable for any damage or loss you experience due to any act or omission of any Property Owner, including fraud, misrepresentation, or insolvency, nor for any Property Owner’s breach of contract or failure to comply with applicable laws.

3.8 Non-Circumvention. You agree not to solicit or do business with any Property Owner whose property was introduced to you via the Services, outside the Platform, for a period of twenty-four (24) months from the date of your last interaction with the relevant Property Owner. Any breach of this Section shall entitle Havnly to liquidated damages equal to two (2) times the placement fee Havnly would have earned, without prejudice to additional remedies, and may result in your immediate suspension from the Website and Platform.

3.9 Property standards and disputes. Havnly shall, where reasonably possible, seek to ensure that properties listed on the Platform meet baseline safety, habitability, and insurance-readiness standards. Havnly is not obligated to mediate, and is not responsible for resolving, any dispute between you and a Property Owner; you are responsible for resolving all such disputes in accordance with applicable state or local laws. Any dispute between you and a Property Owner shall not relieve you of your obligation to pay Havnly for confirmed bookings.

3.10 Not a broker. Havnly is not a property management company, leasing agent, or real estate broker, and will not execute or sign any rental or lease agreement directly with your insured policyholders or tenants. Havnly assumes no responsibility for any result or consequence related to any action or inaction that you or any Property Owner takes based on the Services or any information available through the Platform.

3.11 Changes to Services. Havnly may add, change, suspend, remove, or discontinue any part of the Services, Platform, or Website in its sole discretion at any time, without notice and for any or no reason.

3.12 Lawful use. You shall not use the Website, Platform, or Services in any unlawful manner or for any unlawful purpose, or perform any act that interferes with or disrupts the Website, Platform, or Services.

4. YOUR DUTIES AND RESPONSIBILITIES

4.1 You agree to:

submit and provide accurate insurance claim data to Havnly to facilitate property matching based on your or the insured policyholder’s requirements;
provide timely and complete property placement requests with required stay dates, preferences, and constraints;
communicate with Havnly in a timely manner and cooperate with Havnly’s timelines and documentation requirements;
obtain approval from the relevant bodies or insurance carriers, and from the insured policyholder or tenant, for any property you wish to book on their behalf;
book the selected property on the Platform in a timely manner to confirm the booking;
notify Havnly promptly of any issues, changes, or cancellations relating to any booking; and
communicate only through designated Havnly channels regarding any property bookings or Property Owners.

4.2 Booking confirmations. Upon confirming a booking, you agree to: pay the full property placement cost on the Platform, including rent, applicable service fees, and optional add-ons; make payment of all fees (including Havnly’s fees) in a timely manner, as payment is due at the time of booking or as otherwise communicated on the Platform; and promptly provide any changes to confirmed bookings to Havnly in writing.

4.3 Readiness. Subject to Sections 4.1 and 4.2 and Havnly’s receipt of the applicable placement cost, Havnly shall reserve the booked property and seek to ensure readiness prior to the check-in date.

5. PLACEMENT FEES AND PAYMENT TERMS

5.1 Payment on the Platform. Payments for placements are made on the Platform through Havnly’s third-party payment processor (currently Stripe). Funds for a booking settle to the relevant Property Owner’s connected account maintained with the processor. Havnly does not take custody of, hold, or control such funds and is not a bank, money transmitter, or payment processor; the processor is solely responsible for the processing and settlement of payments. You authorize Havnly to facilitate payment through the processor and to collect Havnly’s applicable fees.

5.2 Havnly fees. Havnly’s fees (the “Service Fees”) are as set out on the Platform, in an applicable order or invoice, or in a separate written agreement between you and Havnly, and are collected through the Platform. You acknowledge and agree to pay the Service Fees when due. You further acknowledge that Havnly does not control your coverage determinations, reimbursement decisions, or payment approvals, and that the applicable payment structure is determined solely by you and/or the insurance carrier.

5.3 Invoicing and late payment. Unless otherwise agreed in writing, invoices are due in full at the time of booking or as directed by Havnly in writing. Any deferred payment terms must be documented in writing. Failure to pay Havnly’s fees on time shall accrue interest at 1.5% per month (or the maximum rate permitted by law), plus collection costs.

5.4 Suspension for non-payment. In the event of late or failed payment, Havnly may, in its sole discretion, suspend or pause its Services, withhold confirmation of a booking, or cancel any reservation until full payment is received, to the extent cancellation is permitted under applicable booking terms.

5.5 No circumvention of fees. Under no circumstances shall you make any deal directly with a Property Owner or any third party in an attempt to bypass the Services or circumvent Havnly and avoid payment of Havnly’s fees.

6. ACCEPTABLE USE OF THE WEBSITE AND PLATFORM

You may not use the Website or Platform to transmit, distribute, store, or destroy any material or information (i) in violation of any applicable law or regulation; (ii) in a manner that infringes Havnly’s Intellectual Property Rights or any third party’s intellectual property rights; (iii) in a manner that violates the privacy or other personal rights of third parties; (iv) that is defamatory, obscene, threatening, abusive, or hateful; or (v) to make available any content that is unlawful, harmful, threatening, abusive, harassing, tortious, vulgar, obscene, libelous, invasive of another’s privacy, or otherwise objectionable.

When accessing the Website or Platform, you are prohibited from:

using any device or software to interfere with the proper functioning of the Website or Platform;
imposing an unreasonable or disproportionately large data load on the infrastructure;
copying, reproducing, altering, modifying, creating derivative works, or publicly displaying any content from the Website or Platform without Havnly’s prior written consent;
accessing or tampering with non-public areas of the Website, Platform, or Havnly’s systems, or those of Havnly’s third-party providers;
probing, scanning, or testing the vulnerability of any Havnly system or network, or breaching or circumventing any security or authentication measures;
accessing the Services by any means other than Havnly’s published interfaces, unless permitted in a separate agreement;
reverse-engineering, decompiling, or attempting to discover any source code, except as permitted by applicable law;
using any robot, spider, scraper, or automated process to monitor, copy, crawl, harvest, or extract any part of the Website or Platform without Havnly’s prior written consent;
using the Platform to transmit unsolicited commercial or marketing communications, junk mail, or spam;
transmitting any virus or harmful code, or disrupting or interfering with the access of any user, host, or network;
creating third-party links to, or framing or republishing, the Website or Platform on a third-party site or application without Havnly’s prior written consent;
violating any applicable local, state, federal, or international law; or
collecting or storing personal data relating to any other user in connection with any prohibited conduct.

7. DISCLAIMER OF WARRANTIES

7.1 Unless otherwise provided under these Terms, the Services are provided “as is” and “as available,” with all faults, defects, and errors.

HAVNLY (I) DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO YOUR USE OF THE SERVICES ON THE PLATFORM, AND (II) MAKES NO WARRANTIES OR GUARANTEES OF ANY KIND WITH RESPECT TO ANY PROPERTY OWNER’S PROPERTY LISTED ON THE PLATFORM OR ANY INFORMATION PROVIDED BY A PROPERTY OWNER, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, OR INTEGRATION, WHETHER EXPRESS, IMPLIED, OR STATUTORY.

HAVNLY DISCLAIMS ALL LIABILITY FOR YOUR INTERACTIONS, TRANSACTIONS, AND CONTRACTUAL AGREEMENTS WITH OTHER USERS OF THE PLATFORM (INCLUDING PROPERTY OWNERS), AND YOU BEAR FULL RESPONSIBILITY FOR ENTERING INTO ANY TRANSACTION OR AGREEMENT WITH ANOTHER USER, AT YOUR OWN RISK AND DISCRETION. ANY TEMPLATE DOCUMENTS OR SYSTEMS HAVNLY PROVIDES ARE USED SOLELY AT YOUR RISK, AND HAVNLY MAKES NO REPRESENTATION AS TO THEIR ADEQUACY OR SUITABILITY AND PROVIDES NO LEGAL OR PROFESSIONAL ADVICE. HAVNLY IS NOT RESPONSIBLE FOR RESOLVING, MANAGING, OR ADJUDICATING ANY DISPUTE BETWEEN USERS, AND SUCH DISPUTES ARE SUBJECT STRICTLY TO APPLICABLE LOCAL OR STATE LANDLORD-TENANT OR OTHER APPLICABLE LAWS.

PAYMENTS ARE PROCESSED BY HAVNLY’S THIRD-PARTY PAYMENT PROCESSOR. HAVNLY DISCLAIMS ALL WARRANTIES AND LIABILITY FOR THE PROCESSING OR SETTLEMENT OF PAYMENTS BY THAT PROCESSOR. YOU ACKNOWLEDGE THAT HAVNLY IS NOT A MONEY TRANSMITTER AND DOES NOT TAKE CUSTODY OF FUNDS, AND YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HAVNLY HARMLESS FROM ALL COSTS, EXPENSES, DAMAGES, AND LIABILITIES ARISING FROM PAYMENT PROCESSING BY THE PROCESSOR, ON DEMAND AND WITHOUT SETOFF.

HAVNLY MAKES NO REPRESENTATION ABOUT THE SUITABILITY, ACCURACY, RELIABILITY, OR COMPLETENESS OF THE INFORMATION OR GRAPHICS ON THE WEBSITE, PLATFORM, AND SERVICES, AND DISCLAIMS ALL RELATED WARRANTIES. SUCH INFORMATION MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. HAVNLY DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT ACCESS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM IS FREE OF VIRUSES OR HARMFUL COMPONENTS. THE INCLUSION OF ANY PROPERTY ON THE PLATFORM DOES NOT CONSTITUTE AN ENDORSEMENT BY HAVNLY, AND HAVNLY PROVIDES NO GUARANTEE REGARDING THE ACCEPTANCE OR AVAILABILITY OF ANY PROPERTY OR THE RESULTS YOU MAY OBTAIN FROM THE SERVICES.

8. INDEMNIFICATION

8.1 Each Party (the “Indemnifying Party”) agrees to indemnify, defend, and hold harmless the other Party, its affiliates, and their respective officers, directors, employees, agents, licensors, and contractors (the “Indemnified Parties”) from and against any and all claims, demands, actions, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) the Indemnifying Party’s breach of these Terms or violation of applicable law; (ii) in your case, any placement request, booking, payment obligation, or rental agreement with a Property Owner or insured policyholder or tenant; (iii) in your case, any payment, fee, or chargeback obligation in connection with a placement or your use of the payment functionality; and (iv) in Havnly’s case, any claim to the extent caused solely by Havnly’s gross negligence or willful misconduct.

8.2 Procedure. The Indemnified Party shall promptly notify the Indemnifying Party, provide reasonable cooperation at the Indemnifying Party’s expense, and permit the Indemnifying Party to assume control of the defense and settlement. The Indemnifying Party may not enter into any settlement imposing liability or obligations on the Indemnified Party without that Party’s prior written consent.

9. INJUNCTIVE RELIEF

9.1 You acknowledge that any breach or threatened breach of your obligations under these Terms, specifically the Non-Circumvention obligations in Section 3.7, would cause Havnly immediate and irreparable harm for which monetary damages would be inadequate. Accordingly, in addition to any other remedies, Havnly shall be entitled to seek temporary, preliminary, and permanent injunctive relief (including specific performance) without the necessity of posting bond or proving actual damages.

10. LIMITATION OF LIABILITY

HAVNLY, ITS AFFILIATES, LICENSORS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS SHALL IN NO EVENT BE LIABLE TO YOU OR ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT, GOODWILL, REVENUE, OR BUSINESS, ARISING FROM YOUR ACCESS TO THE WEBSITE OR PLATFORM OR YOUR USE OF THE SERVICES, EVEN IF HAVNLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NO WEBSITE, PLATFORM, OR INTERNET TRANSMISSION IS COMPLETELY SECURE, AND HAVNLY SHALL NOT BE LIABLE FOR ANY DAMAGES RESULTING FROM UNAUTHORIZED ACCESS, HACKING, DATA LOSS, OR OTHER BREACHES. HAVNLY SHALL NOT BE LIABLE FOR ANY ACTS, ERRORS, OMISSIONS, OR DAMAGES CONNECTED WITH ANY PROPERTY OWNER. IN THE EVENT OF FRAUD, MISREPRESENTATION, OR INSOLVENCY OF A PROPERTY OWNER, YOUR SOLE RECOURSE SHALL BE AGAINST SUCH PROPERTY OWNER AND NOT HAVNLY.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND IN NO EVENT WILL HAVNLY’S TOTAL AGGREGATE LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, EXCEED THE GREATER OF (A) THE FEES PAID OR PAYABLE BY YOU TO HAVNLY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) TWENTY-FIVE THOUSAND U.S. DOLLARS ($25,000).

11. FORCE MAJEURE

11.1 Havnly shall not be liable where its performance of the Services is prevented or rendered commercially impracticable by reason of an act of God, epidemic, pandemic, cyber attack, third-party service outage, labor dispute, governmental restriction, war or hostilities, or any other event beyond Havnly’s reasonable control (a “Force Majeure Event”). The period for performance will be extended for the duration of the delay, and Havnly shall use reasonable efforts to overcome the cause. If a Force Majeure Event continues for more than six (6) months, you may terminate these Terms and the affected Service without liability for such termination.

12. SUSPENSION AND TERMINATION

12.1 By Havnly. Havnly may suspend or temporarily disable access to all or part of the Website, Platform, or Services if (i) Havnly suspects you of any illegal activity; (ii) Havnly reasonably believes you have violated these Terms; or (iii) a law enforcement or government agency has requested suspension.

12.2 By you. If Havnly breaches any of its obligations under these Terms, you may terminate these Terms and cease using the Website, Platform, and Services. Upon termination, Havnly may block your access to the Website, Platform, and Services.

13. PRIVACY AND DATA PROTECTION

13.1 Havnly processes personal information as described in its Privacy Policy at www.havnly.ai/privacy-policy, which is incorporated by reference. In submitting claim data and the personal information of insured policyholders, occupants, or others, you represent that you are authorized to share it with Havnly for the purpose of sourcing and coordinating placements. Each Party shall handle such personal information in accordance with applicable data-protection laws, and you shall use any personal information of Property Owners, occupants, or other users obtained through the Platform solely to fulfill placements and not for any other purpose.

14. ELECTRONIC COMMUNICATIONS AND SMS

14.1 You consent to receive communications from Havnly electronically. Where you or your personnel provide a mobile number and opt in, Havnly may send service-related text messages, such as booking and placement updates. Message and data rates may apply, message frequency varies, and you may opt out at any time by replying STOP. SMS consent is separate from these Terms and is governed by the disclosures provided at the time the number is collected and by Havnly’s SMS Terms and Privacy Policy.

15. NETWORK REFERRAL PROGRAM

15.1 Havnly’s Network Referral Program Terms, available on the Platform, are incorporated by reference. If you participate in the referral program, your participation and any referral fees are governed by those terms.

16. NO AGENCY RELATIONSHIP

16.1 You acknowledge that Havnly is an intermediary that provides the Platform for you to access and use the Services. There is no employment, agency, broker, joint venture, partnership, or independent contractor relationship between you and Havnly.

17. GENERAL PROVISIONS

17.1 Separate agreements. Certain Clients may enter into a separate written agreement with Havnly that supplements these Terms. In the event of a conflict, the signed agreement controls as between Havnly and that Client to the extent of the conflict.

17.2 Severability. If any provision of these Terms is held invalid, it shall be deemed omitted to that extent without invalidating the remaining provisions.

17.3 No waiver. A Party’s failure or delay in enforcing any provision will not operate as a waiver. Any waiver must be in writing, specify the provision waived, and be signed by the Party agreeing to it.

17.4 Notices. Any notice must be in writing and sent by certified mail, registered mail, courier, or to legal@havnly.ai.

17.5 Governing law and dispute resolution. These Terms, and any dispute arising out of or in connection with them (including non-contractual disputes), are governed by the laws of the State of Delaware, USA. The Parties shall first discuss in good faith to reach an amicable resolution. Any dispute shall be resolved exclusively by arbitration before the American Arbitration Association in the State of Delaware, to the exclusion of the Delaware court system, and such arbitration shall, where applicable, be held by video conference.

17.6 Entire agreement. These Terms (together with any document incorporated by reference and any separate written agreement between the Parties) constitute the entire agreement between you and Havnly regarding your access to and use of the Website, Platform, and Services, and supersede all prior understandings. No oral agreements or side deals are enforceable unless in writing and signed by Havnly.

18. CONTACT INFORMATION

Questions about these Terms, or issues or concerns about the Website, Platform, or Services, may be directed to Havnly at legal@havnly.ai. For billing inquiries, please email billing@havnly.ai.