Property Owner Terms of Service

HAVNLYAI, INC TERMS OF SERVICE FOR PROPERTY OWNERS & MANAGERS

Effective Date/Last Updated: June 11, 2026

These Terms of Service for Property Owners ("Terms") constitute a binding legal agreement between:

HavnlyAI, Inc., a company governed by the laws of the State of Delaware, USA having its registered office located at 74 E Glenwood Ave Unit #5779, Smyrna, Delaware 19977, USA (hereinafter referred to as "Havnly"),

and

each property owner, property manager, entity, individual, user or visitor (collectively "you" or "your")
1. accessing Havnly's website located at www.havnly.ai (the "Website"), and
2. using the Services (as defined under Section 3 of these Terms) via the Website.

You and Havnly shall also hereinafter be referred to together as the "Parties" and individually as a "Party".

Please read these Terms carefully before using the Website. Your access to the Website and/or Platform (defined below) and your use of the Services (defined below) are conditioned upon your acceptance of and compliance with these Terms.

1. ACCEPTANCE OF THE TERMS

By accessing the Website and by using the Services (defined below) via the Platform (defined below) you agree to be bound by these Terms and accept to comply with all applicable laws and regulations. Should you disagree to be bound by these Terms, in whole or in part, you shall (i) not be permitted/authorized to use the Services (defined below), and (ii) refrain from accessing/using the Website, Platform and Services (both defined below).

Your continued use of the Website, Platform and Services (both defined below) 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. You shall be solely responsible for checking these Terms periodically so as to stay abreast of any changes to the Terms. Your continued access to the Website and use of the Services (defined below) via the Platform (defined below) following the posting of any changes to these Terms shall be subject to the newly modified Terms.

3. THE PLATFORM AND SERVICES

3.1. Havnly provides you, through the Website, with a web-based software-as-a-service proprietary digital platform, which enables you to list and offer residential properties as temporary housing placements for insured policyholders or displaced tenants as coordinated by insurance companies and relocation agencies ("Platform").

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

3.3. Via the Website and Platform, you will have the ability to:

freely list your residential property, with the option to upgrade for priority placement in accordance with Section 5.1 (Service Fees and Payment) of these Terms,
provide detailed information on the residential property, including but not limited to type of property, location and rental price,
share your property details and connect/communicate directly with insurance companies, third-party relocation agencies, and other corporate housing clients ("Client(s)"),
access Havnly's matching service via our proprietary software, which matches your property with the needs of the Client(s);
manage the invoicing and billing documentation, and
arrange property walk throughs/tours with the Clients insured policyholders/tenants,

(collectively the "Service(s)").

3.4. Listing and Market Your Residential Property. You hereby grant Havnly with a limited, non-exclusive, royalty-free right to:

list your property on Havnly's Platform, including with Havnly's affiliated partners;
market your property to Clients;
coordinate bookings, and manage related housing logistics;
provide you with optional furnishing, compliance, and additional related services; and facilitate the booking and leasing of your property by Clients, via the Platform.

3.5. You shall retain full ownership and control of your property listed on the Platform at all times and may delist or pause availability at any time, subject to the cancellation provisions provided under these Terms.

3.6. Eligibility and Property Standards. You represent and warrant that:

You have the legal right to license the property for temporary housing;
the property is safe, habitable, and meets local code and insurance housing standards;
You will maintain the property in a clean and functional condition throughout any stay; and
You will cooperate with furnishing, cleaning, or compliance services when requested by Havnly and/or Clients.

3.7. You acknowledge, understand and agree that Havnly shall not be responsible for:

any damages to your property as a result of any rental/lease agreement with Clients and their respective insured policyholders/tenants, unless such damage is directly caused by Havnly's gross negligence;
any breach in the rental/lease agreement you execute with insured policyholders/tenants;
the underlying financial and commercial terms agreed between you and any Clients;
any liabilities, costs, damages or expenses of any kind and of any nature, which you or any third party incurs as a result of processing payments via third party processors or financial institutions; and
your compliance or non-compliance with any local property laws and regulations.

3.8. Cancellations and Delisting. You may delist your property from the Platform at any time. However, in the event of you delisting your property, you agree to comply with any accepted bookings or placements already confirmed with Clients and their respective insured policyholders/tenants through the Platform. You acknowledge that any cancellations of confirmed bookings may result in penalties, including temporary suspension or removal from the Platform.

3.9. Non-Circumvention. You agree not to solicit or accept direct business from any of Havnly's Clients, which were introduced to you via the Platform and Services, for a period of twenty-four (24) months from the date of your last interaction with that Client(s) through the Platform and Services. Violation of this Section 3.9 may result in your removal from the Platform and legal enforcement of any lost revenue incurred by Havnly by such violation. 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.

3.10. You acknowledge, understand and agree that the Services are not intended to substitute or provide you with any financial, real estate, or related professional advice of any kind. You further understand that Havnly is not a property management company, leasing agent, or real estate broker, and will not take possession of your property, nor assume any lease liability. As such, Havnly, assumes no responsibility for any result or consequence related directly or indirectly to any action or inaction that you or any Clients take based on the Services or any information available through or in connection with the Services.

3.11. You acknowledge that Havnly may add, change, suspend, remove or discontinue any part/content or all of the Services and Platform, and/or Website, in its sole discretion at any time, without notice and for any or no reason.

3.12. You covenant that you shall not (i) use the Website, Platform and Services in any illegal or unlawful manner or for any illegal or unlawful purposes, and (ii) perform any act, which interferes with or disrupts the Website, Platform, and Services.

3.13. Havnly shall have no obligation to monitor your activity on the Website and/or Platform. However, Havnly reserves the right to (i) review and remove any of the User Generated Content (defined below) in its sole discretion; (ii) terminate your access to the Services at any time, without notice and for any or no reason whatsoever; and (iii) disclose any information as Havnly deems necessary to comply with any applicable law, regulation, legal process or governmental request.

4. REGISTRATION, LOGIN CREDENTIALS & SECURITY

4.1. To be able to use the Services on the Platform, you must register on the Website by providing all required information which shall include but not be limited to your full name, name of company (if applicable), email address, and contact information. After verification, an account may thereafter be opened by Havnly, in its sole discretion, for you on the Website ("User Account"). You acknowledge and agree that Havnly may, in its sole discretion, deny you access to its Website, Platform and/or Services for any reason or no reason at all.

4.2. You agree to:

provide true, accurate, current and complete information about yourself as prompted by Havnly's registration process on the Website; and
maintain and promptly update the information provided during registration to keep it true, accurate, current, and complete at all times.

4.3. If you provide any information to Havnly that is untrue, inaccurate, outdated, or incomplete, or if Havnly has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, Havnly may close your User Account on the Website and deny you the ability to access and use the Services.

4.4. You may indicate to Havnly, during the registration process, your choice of User Account's username (i.e., your email address) and password to be used as login credentials to access your User Account ("Login Credentials"). You shall be solely responsible for (i) maintaining the confidentiality of your Login Credentials; and (ii) any and all activities which occur under your User Account.

4.5. Security. You agree to notify Havnly immediately of any unauthorized use of your User Account or any other breach of security. Havnly shall not be liable for any loss that you may incur as a result of any third party using your Login Credentials and/or accessing/using your User Account either with or without your knowledge. However, you may be held liable for losses incurred by Havnly due to any third party using your Login Credentials and/or User Account. You acknowledge and agree that you may not (i) use the User Account of another user registered on the Website without the express permission of such User Account holder, and (ii) impersonate any individual or entity, or falsely state or otherwise misrepresent any affiliation with an individual or entity when accessing the Website and when using the Services on the Platform.

4.6. You acknowledge that your User Account is for your personal and/or business use. As such, you agree to receiving certain marketing communications from Havnly, as it pertains to the Services we provide on the Website.

4.7. Deletion of User Account. Should you wish to delete your User Account, you may email Havnly at support@havnly.ai with your request to delete your User Account. Following such request, Havnly will permanently delete your User Account, as well as any data contained in the User Account, within three (3) calendar days from the submission of your deletion request. You acknowledge and agree that by submitting a request to delete your User Account, you will no longer be able to access the Services. Havnly shall not be liable for any damages caused from such deletion of your User Account. The provisions of Section 14 (Suspension and Termination) shall also apply in case of the deletion of your User Account.

5. SERVICE FEES AND PAYMENT TERMS

5.1. Property Listing Upgrade. Havnly currently offers you with the ability to list your property free of charge. Havnly reserves the right to change its listing policy in the future and may introduce pricing subscriptions for upgraded services offered on its platform.

5.2. Havnly is a facilitating intermediary and is a third party to any property bookings made between you and Clients on the Platform. Havnly's fee for the Services is a placement fee equal to ten percent (10%) of the applicable booking amount (the "Service Fee"), collected through the Platform's third-party payment processor at the time the booking payment is processed.

5.3. You acknowledge and understand that booking payments are processed through Havnly's third-party payment processor (currently Stripe), and that the funds for a booking settle directly to your connected payment account maintained with that processor. Havnly does not take custody of, hold, or control such funds, and Havnly is not a bank, money transmitter, or payment processor. The third-party payment processor is solely and expressly responsible for the processing and settlement of payments, and Havnly shall not be responsible or liable for any payment processing, or for any delay, shortfall, cost, or expense, or for any late, partial, or non-payment by Clients or other third parties, in connection with such processing.

5.4. Taxes. You shall be solely responsible for the payment of all taxes associated with the Services you receive via the Platform, and for all such matters, including, without limitation, withholding, filing, and reporting all taxes, duties and other governmental assessments associated with your activity in connection with the Services.

5.5. Optional Services. Havnly may provide you with the option to access and use additional services, including but not limited to furnishing, compliance, and cleaning services, which may incur additional fees. Such additional fees related to the optional services shall be disclosed in writing to you by Havnly prior to the provision of any optional services.

6. ACCEPTABLE USE OF THE WEBSITE AND PLATFORM

6.1. You may not use the Website and/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 (defined below) 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, and/or (v) in order to upload, post, email, transmit, or otherwise make available any content that shall be deemed unlawful, harmful, threatening, abusive, harassing, tortious, vulgar, obscene, libelous, or invasive of another's privacy or which is hateful, and/or racially, ethnically, or otherwise objectionable.

6.2. When accessing the Website or Platform, you shall be prohibited from:

using any device, software or the like to interfere or attempt to interfere with the proper functioning of the Website or Platform;
taking any action that imposes an unreasonable or disproportionately large data load on the Website's or Platform's 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, tampering with, or use non-public areas of the Website, Platform and/or Services, of Havnly's computer systems and/or of Havnly's third party providers' technical delivery systems;
probing, scanning, or testing the vulnerability of any of Havnly's system or network or breach or circumvent any of Havnly's security or authentication measures;
accessing, searching or attempting to access or search the Website, Platform and/or Services by any means other than through Havnly's currently available, published interfaces that are provided by Havnly, unless you have been specifically allowed to do so in a separate agreement with Havnly;
reverse-assembling, reverse-engineering, decompiling or otherwise attempting to discover any source code relating to the Website, Platform and/or Services or any tool therein, except to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
attempting to access any area of the Website or Platform to which access is not authorized;
using any robot, spider, other automatic device or manual process to monitor or copy any part of the Website or Platform;
conducting any systematic or automated data collection activities on or in relation to the Website or Platform, including but not limited to data scraping, mining, extraction, harvesting, framing and article spinning, without Havnly's prior written consent;
using manual or automated software, devices, or other processes to "crawl," "scrape," or "spider" any page of the Website or Platform;
using the Website or Platform to transmit or send unsolicited commercial and marketing communications for any purpose, without Havnly's prior written consent;
uploading, posting, emailing, transmitting, or otherwise offering any unsolicited or unauthorized advertising, promotional flyers, "junk mail," "spam," or any other form of solicitation, except in any such areas that may have been designated by Havnly for such purpose;
disrupting or interfering with the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Website or Platform;
creating or maintaining any third party link on the Website or Platform, without Havnly's prior written consent;
running or displaying the Website or Platform, or pages, information or material obtained from the Website or Platform on a third party website or application without Havnly's prior written consent;
uploading, posting, emailing, transmitting, or otherwise offering any source that may contain a software virus or other computer code, any files and/or programs which have been designed to interfere, destroy and/or limit the operation of any computer software, hardware, or telecommunication equipment;
disrupting the normal flow of communication, or otherwise acting in any manner that would negatively affect another users' ability to participate in any real-time interactions on the Website or Platform;
intentionally or unintentionally violating any local, state, federal, national or international law, including, but not limited to, rules, guidelines, and/or regulations; and/or,
collecting or storing of any personal data relating to any other user in connection with the prohibited conduct and/or activities which have been set forth in the aforementioned paragraphs.

7. USER GENERATED CONTENT

7.1. Havnly allows you to make available/post certain property listings, information and other text, graphics, videos, reviews, pictures, maps, or any other content ("User Generated Content") on the Website or Platform. You shall be responsible for the User Generated Content that you post to the Website or Platform, including for its legality, reliability, and appropriateness. By posting User Generated Content on the Website or Platform, you grant Havnly the non-exclusive, worldwide, royalty-free, perpetual, irrevocable, transferable right/license to fully exploit, use, modify, perform, display, reproduce, and distribute such User Generated Content on and through the Website or Platform. You shall retain any and all of your rights to any User Generated Content you submit, post or display on or through the Website and/or Platform and you shall be solely responsible for protecting those rights.

7.2. You represent and warrant that:

the User Generated Content belongs to you (i.e., you own it) or that you have the right to use it (e.g. as licensee) and grant Havnly the rights and (sub-)license as granted by you under Section 7.1 of these Terms, and
the posting of User Generated Content on or through the Website or Platform does not violate (a) Havnly's Intellectual Property Rights (defined below) or any third party's intellectual property rights, (b) privacy rights, publicity rights, copyrights, contract rights or any other rights of Havnly or of any third party.

7.3. Havnly reserves the right to block or remove User Generated Content that Havnly determines to be: (i) abusive, defamatory, or obscene; (ii) fraudulent, false, deceptive, or misleading; (iii) in violation of Havnly's Intellectual Property Rights (defined below) or of any third party's intellectual property rights; or (iv) offensive, objectionable, or otherwise unacceptable to Havnly in its sole and exclusive discretion. Havnly acknowledges that, by providing you with the ability to view and distribute User Generated Content on the Website or Platform, Havnly is merely acting as a passive conduit for such distribution and is not assuming any obligation or liability relating to any contents or activities or transactions on the Website and/or Platform.

8. DISCLAIMER OF WARRANTIES

8.1. Unless otherwise provided under these Terms, the Services shall be provided by Havnly to you "as is" and "as available", with all faults, defects, bugs, and errors.

8.2. HAVNLY HEREBY (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 THE USER GENERATED CONTENT, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT OR INTEGRATION.

8.3. HAVNLY DISCLAIMS ALL LIABILITIES AND RESPONSIBILITIES FOR YOUR INTERACTIONS, TRANSACTIONS AND CONTRACTUAL AGREEMENTS WITH OTHER USERS OF THE PLATFORM (I.E. BETWEEN PROPERTY OWNERS AND CLIENTS), AND THE USER OF THIS PLATFORM BEARS FULL RESPONSIBILITY AND LIABILITY FOR ENTERING INTO ANY TRANSACTION OR AGREEMENT WITH ANOTHER USER, AT THEIR OWN RISK AND DISCRETION. THOUGH HAVNLY MAY PROVIDE TEMPLATE DOCUMENTS OR SYSTEMS FOR USE IN SUCH TRANSACTIONS, SUCH DOCUMENTATION OR SYSTEMS ARE USED SOLEY AT THE RISK AND DISCRETION OF A USER, AND HAVNLY MAKES NO REPRESENTATION WHATSOEVER AS TO THE ADEQUACY AND SUITABILITY OF SUCH SYSTEMS OR DOCUMENTS FOR SUCH PURPOSES. FURTHERMORE, UNDER NO CIRCUMSTANCES WHATSOEVER IS HAVNLY TO BE CONSTRUED TO BE PROVIDING ANY KIND OF LEGAL OR OTHER PROFESSIONAL ADVICE TO A USER. FURTHERMORE, HAVNLY IS UNDER NO CIRCUMSTANCES LIABLE OR RESPONSIBLE FOR RESOLVING, MANAGING OR ADJUIDICATING ANY DISPUTE BETWEEN USERS ON THE PLATFORMS, AND SUCH DISPUTES ARE SUBJECT STRICLY TO APPLICABLE LOCAL/STATE LANDLORD-TENANT OR OTHER APPLICABLE LAWS. IN THE EVENT THAT HAVNLY OFFERS SUCH SERVICES AT ANY TIME IN THE FUTURE, ANY USER UTILIZING SUCH SERVICES DOES SO AT THEIR SOLE RISK AND DISCRETION, WITHOUT ANY LIABILITY FOR HAVNLY WHATSOEVER.

8.4. HAVNLY DISCLAIMS ALL LIABILITIES FOR THE PROCESSING, REMITTANCE OR TRANSFER OF ANY PAYMENTS BETWEEN USERS ON THE PLATFORM, AND THE USERS WHO MAKE SUCH PAYMENTS HEREBY AGREE THAT SUCH PAYMENTS ARE PROCESSED EXPRESSLY AT THE SOLE RISK OF SUCH A USER. ANY USERS REMITTING OR RECEIVING FEES TO/FROM OTHER USERS OR THIRD PARTIES BEAR ALL RISKS ASSOCIATED WITH SUCH PAYMENT PROCESSING, AND AGREE TO DEFEND, INDEMNIFY AND HOLD HAVNLY HARMLESS FROM ALL COSTS, EXPENSES, DAMAGES AND LIABILITIES INCURRED AS A RESULT OF THE SAME, IMMEDIATELY WHEN REQUESTED AND ON DEMAND, WITHOUT SETOFF.

8.5. HAVNLY AND/OR ITS RESPECTIVE AFFILIATES (IF ANY), LICENSORS AND VENDORS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, ACCURACY, RELIABILITY OR COMPLETENESS OF (I) THE INFORMATION CONTAINED ON THE WEBSITE, PLATFORM AND SERVICES, AND (ii) RELATED GRAPHICS PUBLISHED ON THE WEBSITE, PLATFORM AND SERVICES FOR ANY PURPOSE. HAVNLY AND/OR ITS RESPECTIVE AFFILIATES (IF ANY) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE INFORMATION CONTAINED ON THE WEBSITE, PLATFORM AND SERVICES, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

8.6. YOU ACKNOWLEDGE THAT THE INFORMATION AND RELATED GRAPHICS PUBLISHED ON THE WEBSITE, PLATFORM AND/OR SERVICES COULD INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS AND CHANGES.

8.7. NEITHER HAVNLY NOR ITS AFFILIATES (IF ANY), LICENSORS AND VENDORS MAKE ANY REPRESENTATION, WARRANTY OR GUARANTEE THAT THE INFORMATION THAT MAY BE AVAILABLE ON THE WEBSITE, PLATFORM AND SERVICES IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE ELEMENTS OR THAT ARE INTENDED TO DAMAGE, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE YOUR COMPUTER SYSTEM, DATA OR PERSONAL INFORMATION.

8.8. HAVNLY MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (II) THAT YOUR ACCESS TO OR USE OF THE WEBSITE, PLATFORM AND SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, (III) THAT ANY DEFECTS IN THE WEBSITE (INCLUDING THE PLATFORM) AND/OR SERVICES WILL BE CORRECTED, OR (IV) THAT THE PLATFORM AND SERVICES OR ANY SERVER THROUGH WHICH YOU ACCESS THE SERVICES ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.

8.9. WITHOUT LIMITING THE FOREGOING, HAVNLY PROVIDES NO WARRANTY OR GUARANTEE (I) FOR THE ACCEPTANCE OF PROPERTY RENTALS ON THE WEBSITE; (II) THAT SERVICES WILL BE AVAILABILE INDEFINITELY ON THE WEBSITE OR (III) REGARDING THE RESULTS YOU MAY OBTAIN FROM YOUR USE OF THE SERVICES ON THE WEBSITE (INCLUDING THE PLATFORM).

9. INTELLECTUAL PROPERTY

9.1. All content, trademarks, software, data, information, or information contained in any materials, or documents used by Havnly in relation to the Website, Platform, Platform and Services, including but not limited to any and all copyrighted works, databases, text, algorithms, API, graphics, icons, blog posts, designs, logos, graphics, hyperlinks, domain names, codes, information and agreements ("Materials"), are the sole and exclusive property of or are licensed to Havnly. You may not reproduce, distribute or copy the Materials by any means, whether electronically or not, without Havnly's prior written permission.

9.2. Any and all intellectual property rights in the Materials, Website, Platform and Services, including all patents, rights in inventions, rights in designs, trademarks, trade and business names and all associated goodwill, rights to sue for passing off or for unlawful competition, copyright, moral rights and related rights, rights in databases, topography rights, domain names, rights in information (including know how and trade secrets) and all other similar or equivalent rights existing in the Materials and Services, now or in the future in any part of the world, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights for their full term ("Havnly's Intellectual Property Right(s)"), vests solely and exclusively in Havnly, its affiliates (if any), licensors or vendors, as the case may be. All rights not expressly granted by Havnly to you are reserved by Havnly. Save as expressly set out herein, you shall not acquire any right, title or interest in Havnly's Intellectual Property Rights.

9.3. You shall be the sole and exclusive owner of all your intellectual property rights in the User Generated Content ("User's Intellectual Property Rights") which you make available on the Platform. Havnly may not use any of User's Intellectual Property Rights for any other purpose, other than mentioned under these Terms and not without your prior written consent. You hereby grant Havnly the non-exclusive right to use User's Intellectual Property Rights, free of charge, in connection with your use of the Services on the Platform, to the extent necessary for Havnly to (i) exercise Havnly's rights under these Terms, and (ii) perform Havnly's obligations under these Terms.

10. INDEMNIFICATION

10.1. You agree to indemnify, defend, and hold harmless Havnly, its affiliates, and their respective officers, directors, employees, agents, licensors, and contractors (collectively, "Havnly Indemnified Parties") from and against any and all claims, demands, actions, suits, proceedings, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

your breach of these Terms or violation of applicable law;
your use or misuse of the Platform or Services;
your transmittance or receipt of any fees to or from other users, via third party processors/financial institutions or otherwise;
the property you list, including but not limited to habitability issues, code violations, property damage, personal injury, or failure to maintain insurance;
any lease, rental, or other agreement between you and any Client, insured policyholder, or tenant; and
any User Generated Content you provide.

Havnly shall indemnify and hold you harmless from and against any third-party claim, liability, damage, or expense to the extent caused solely by Havnly's gross negligence or wilful misconduct.

10.2. In the event of a claim subject to this Section, the indemnified Party shall (i) promptly notify the indemnifying Party, (ii) provide reasonable cooperation at the indemnifying Party's expense, and (iii) 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.

11. INJUNCTIVE RELIEF

You acknowledge and agree that any breach or threatened breach of your obligations under these Terms, specifically Section 3.9 (Non-Circumvention), would cause Havnly immediate and irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other rights and remedies available at law or in equity, Havnly shall be entitled to seek temporary, preliminary, and permanent injunctive relief (including specific performance) to prevent or restrain any such breach, without the necessity of posting bond or proving actual damages.

12. LIMITATION OF LIABILITY

12.1. HAVNLY, ITS AFFILIATES (IF ANY), ITS LICENSORS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, LOSS OF GOODWILL, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO THE WEBSITE AND/OR PLATFORM, FROM YOUR USE OF THE SERVICES ON THE PLATFORM, EVEN IF HAVNLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2. WHILE HAVNLY TAKES PRECAUTIONS AGAINST SECURITY BREACHES, NO WEBSITE, PLATFORM OR INTERNET TRANSMISSION IS COMPLETELY SECURE, AND AS SUCH, HAVNLY AND ITS AFFILIATES (IF ANY), LICENSORS, AND VENDORS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES THAT MAY RESULT FROM UNAUTHORIZED ACCESS, HACKING, DATA LOSS, OR OTHER BREACHES THAT MAY OCCUR ON THE WEBSITE OR PLATFORM, OR THROUGH YOUR USE OF THE SERVICES ON THE PLATFORM.

12.3. YOU ACKNOWLEDGE AND AGREE THAT HAVNLY SHALL NOT BE LIABLE FOR ANY ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES, NEGLIGENCE, INJURY, LOSS, CLAIM, DAMAGE, OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH ANY CLIENTS, OR THE TRANSMISSION/REMITTANCE OF FEES AND PAYMENTS BETWEEN, TO, OR FROM SUCH CLIENTS AND YOURSELF OR ANY THIRD PARTIES. IN THE EVENT OF THE NON-PERFORMANCE RELATED TO A PROPERTY BOOKING, BY A CLIENT, AS A RESULT OF FRAUD, MISREPRESENTATION, BANKRUPTCY, REORGANIZATION, INSOLVENCY, DISSOLUTION OR LIQUIDATION OF THE CLIENT, YOU FURTHER ACKNOWLEDGE AND AGREE THAT YOUR SOLE RECOURSE IN SUCH AN EVENT SHALL BE TOWARDS SUCH CLIENT AND NOT TOWARD HAVNLY.

12.4. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, YOUR USE OF THE SERVICES ON THE PLATFORM IS AT YOUR SOLE RISK, AND IN NO EVENT WILL HAVNLY'S (INCLUDING ITS AFFILIATES (IF ANY), ITS LICENSORS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS) TOTAL AGGREGATE LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, EXCEED THE GREATER OF (A) THE TOTAL 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 (US $25,000).

12.5. Insurance Coverage. You shall at all times during the term of your use of the Platform, maintain appropriate rental property and liability insurance, naming Havnly as an additional insured if reasonably practicable.

13. PRIVACY POLICY

Havnly's Privacy Policy, available at www.havnly.ai/privacypolicy governs the use, storage and processing of the personal information you may provide to Havnly through your (i) access to the Platform via the Website, and/or (ii) use of the Services on the Platform. Your election to use the Services via the Platform (through the Website and/or Platform) shall be deemed to constitute your acceptance of the terms of Havnly's Privacy Policy.

14. SUSPENSION & TERMINATION

14.1. Havnly may suspend or temporarily disable access to all or part of the Website, Platform, User Account, or Services if (i) Havnly suspects you of partaking in any illegal activity; (ii) Havnly reasonably believes that you have violated these Terms; or (iii) applicable law enforcement or other government agencies have requested Havnly to suspend or temporarily disable your access to the Website, Platform and/or Services.

14.2. If Havnly breaches any of its obligations under these Terms, you may terminate these Terms and refrain from accessing/using the Website, Platform and Services, and/or close your User Account (if applicable). Upon, your termination of these Terms, Havnly may (i) block your access to all of the Website and Platform, (ii) block your use of the Services, (iii) disable your User Account (if applicable), and/or (iv) delete all of your data in your User Account (if applicable).

14.3. The provisions relating to indemnification, limitation of liability, governing law, dispute resolution, and non-circumvention shall survive termination or expiration of these Terms.

15. NO AGENCY RELATIONSHIP

You acknowledge that Havnly is merely an intermediary that provides the Platform for you to access and use the Services. Accordingly, there is no employment, agency, joint venture, partnership or independent contractor relationship between you and Havnly. Havnly is in no way liable for any costs, damages, expenses or liabilities incurred by any party who engages in the transmittance / remittance of payment via third party payment processors or financial institutions or otherwise.

16. GENERAL PROVISIONS

16.1. Severability. If any of the provisions or portions of these Terms are held to be invalid under any applicable statute or rule of law, they are to that extent deemed to be omitted from these Terms without in any way invalidating or impairing the other provisions of these Terms.

16.2. No Waiver. A Party's failure or delay in enforcing any provision of these Terms will not operate as a waiver of the right to enforce that provision or any other provision of these Terms at any time. A waiver of any provision of these Terms shall be in writing, specify the provision to be waived and signed/executed by the Party agreeing to the waiver.

16.3. Notices. Except as otherwise provided under these Terms, any notice required or permitted to be given will be effective only if it is in writing and sent by certified mail, registered mail, courier or to info@havnly.ai

16.4. Governing Law and Dispute Resolution. These Terms, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the laws of the State of Delaware, United States of America (USA).

In the event of any disagreement between the Parties with respect to the interpretation and implementation of any aspect of these Terms, the Parties agree to discuss in good faith to reach an amicable resolution prior to starting any legal proceedings against each other. You agree that in respect of any dispute arising upon, over or in respect of any of the terms and conditions of these Terms, only the American Arbitration Association in the State of Delaware shall have jurisdiction to try and adjudicate such dispute to the exclusion of the State of Delaware's Court system, and such arbitration shall (where applicable) be held via video conference.

16.5. Entire Agreement. These Terms constitute the entire agreement between you and Havnly regarding you access to and use of the Website, Platform and Services. These Terms alone fully and completely expresses the agreement of the Parties relating to the subject matter hereof. There are no other courses of dealing, understanding, agreements, representations, or warranties, written or oral, except as set forth herein. No oral agreements or side deals shall be enforceable unless in writing and signed by Havnly.

16.6. Communications and Text Messaging (SMS). By providing a mobile phone number and opting in, You and Your Authorized Users consent to receive recurring automated text messages from Havnly relating to account activity, housing placements, booking coordination, and support. Consent to receive SMS messages is not a condition of using the Platform. Message frequency varies, and message and data rates may apply. You may opt out at any time by replying STOP, or reply HELP for assistance. The full terms governing our SMS program are set out in our SMS Terms of Service and our handling of mobile data is described in our Privacy Policy.

17. CONTACT INFORMATION

Should you have any questions regarding these Terms and/or any issues or concerns about the Website, Platform and/or Services you may contact Havnly at legal@havnly.ai

SCHEDULE A — PROPERTY & SERVICE STANDARDS

Please read this Schedule carefully. These Property & Service Standards form part of, and are incorporated into, these Terms. They contain material obligations — including the Reservation Guarantee in Section A.4 and the Non-Circumvention obligations in Section 3.9 of these Terms — and you are asked to acknowledge this Schedule separately when you onboard. By listing a property on the Platform, you represent that you have read, understood, and agree to comply with each of the following:

A.1 Honoring Confirmed Bookings. You shall honor every booking you confirm through the Platform at the agreed rate and terms, and shall provide access to the property on the agreed move-in date.

A.2 Responsiveness. You shall respond to booking requests and to communications from Havnly and Clients promptly and without undue delay, so that displaced occupants are not left without timely answers.

A.3 Availability and Rate Accuracy. You shall keep your listing's availability and pricing accurate and current, and shall honor the rates and availability quoted at the time of a booking request (within any stated hold period). You shall disclose all applicable charges (including taxes, cleaning, parking, or pet fees) upfront, and shall not apply undisclosed fees.

A.4 Reservation Guarantee. Because Clients place displaced individuals and families who depend on the housing, a confirmed booking is a firm commitment. If a confirmed booking cannot be honored due to your act or omission, you shall cooperate with Havnly to relocate the occupant to comparable housing without delay, and you shall be responsible for the reasonable additional costs directly resulting from that relocation. This is a material term of these Terms.

A.5 Safety and Habitability. You shall ensure each listed property is safe and habitable, meets all applicable codes and insurance housing standards, and at minimum is equipped with working smoke and carbon-monoxide detectors, a functioning fire extinguisher, clear and unobstructed emergency exits, secure key entry, and appliances in safe and good working order.

A.6 24/7 Emergency Contact. You shall provide and maintain a 24/7 emergency contact reachable by Havnly, Clients, and occupants for urgent issues (such as loss of heat, water, or power, or lockouts), and shall promptly notify Havnly of any change to that contact.

A.7 Extensions and Reductions. If a Client or occupant contacts you directly to extend or shorten a booking, you shall notify Havnly immediately via the Platform, email, or telephone, and shall not arrange any such change off the Platform.

A.8 Fair Housing and Non-Discrimination. You shall comply with the Fair Housing Act and all applicable anti-discrimination laws, and shall not refuse, withhold, or vary any property, placement, term, or service on the basis of race, color, religion, sex, national origin, disability, familial status, or any other characteristic protected by applicable law.

A.9 Confidentiality and Occupant Data. You shall keep confidential Havnly's non-public business information, and shall protect the personal information of any Client, insured policyholder, or occupant disclosed to you, using it solely to fulfill the placement and handling it in accordance with applicable data-protection laws and Havnly's Privacy Policy.

A.10 Non-Solicitation of Personnel. During your use of the Platform and for twelve (12) months afterward, you shall not, without Havnly's prior written consent, solicit or attempt to hire any person employed or engaged by Havnly in the provision of the Services.

Nothing in this Schedule limits any other obligation in these Terms; in the event of a conflict between this Schedule and the main body of these Terms, the provision giving Havnly the greater protection shall control.