Terms of Service

These Terms of Service ("Terms") govern access to and use of the Havilo platform and related services (collectively, the "Services") provided by Havilo, Inc., a Delaware corporation with operations in Alameda County, California ("Havilo," "we," "us," or "our").

The organization identified in a Customer Agreement is the "Customer." A person signing a Customer Agreement for a Customer represents that the person is authorized to bind that Customer. "Authorized User" means an individual the Customer permits to use the Services.

An order form, master services agreement, statement of work, or other written agreement between Havilo and the Customer is a "Customer Agreement." If a Customer Agreement conflicts with these Terms, the Customer Agreement controls for that Customer. If there is no conflict, these Terms and the Customer Agreement apply together.

These Terms apply only when they are incorporated into or referenced by a Customer Agreement. Access to or use of the Services alone does not replace a signed Customer Agreement.

The Services are offered for business and institutional use, not personal or household use. Each Authorized User must be at least 18 years old and must use the Services on behalf of a Customer. Customer is responsible for confirming that its Authorized Users are eligible and authorized to use the Services.

Customer will comply with laws applicable to its use of the Services and will not use the Services for information subject to special legal or contractual restrictions unless the Customer Agreement expressly permits that use.

Customer and its Authorized Users will provide accurate account information, protect their credentials, and promptly notify Havilo of suspected unauthorized access. Customer is responsible for activity under its accounts except to the extent caused by Havilo's breach of these Terms or the Customer Agreement.

Customer administrators may manage access, permissions, settings, and Customer Content for their organization. Customer is responsible for its administrators' instructions and for maintaining appropriate permissions as roles change.

Ownership

"Customer Content" means content, records, files, communications, and other materials submitted, connected, or generated through the Services by or for Customer. Customer owns all right, title, and interest in Customer Content, subject to the rights of the individuals and third parties whose information it contains.

Customer responsibilities

Customer is responsible for Customer Content and for obtaining the rights, notices, consents, permissions, and lawful bases needed for Havilo to process it under the Customer Agreement. Customer will not direct Havilo to process Customer Content unlawfully or in a manner that infringes another person's rights.

If Customer enables functionality that records or transcribes an interaction, Customer and its Authorized Users are responsible for providing legally required notices and obtaining legally required consent and authorization before using that functionality.

Limited license to Havilo

Customer grants Havilo a non-exclusive, worldwide license to host, copy, transmit, display, and otherwise process Customer Content only as necessary to provide, maintain, secure, troubleshoot, and support the Services for Customer under the Customer Agreement. This license lasts only as long as required for those purposes and the retention obligations described in the Customer Agreement and Privacy Policy.

This limited license does not permit Havilo to sell or resell Customer Content, use it for advertising, use it to train any artificial intelligence or machine learning model, or otherwise exploit it for an unrelated commercial purpose. Havilo will require its service providers not to use Customer Content to train their models.

Feedback

If Customer gives Havilo suggestions or feedback about the Services, Havilo may use that feedback without restriction or payment, provided that doing so does not identify Customer or disclose Customer Content.

Havilo and its licensors own the Services, including the software, interfaces, documentation, designs, technology, and branding that make up the Services. Except for the limited access rights expressly granted in the Customer Agreement, Havilo reserves all rights in the Services.

During the applicable service term, Havilo grants Customer a limited, non-exclusive, non-transferable right to permit its Authorized Users to access and use the Services for Customer's internal business or institutional purposes in accordance with the Customer Agreement.

Havilo respects third-party intellectual property rights. A rights holder who believes material available through the Services infringes its rights may contact support@havilo.ai with enough information for us to evaluate the concern.

Customer and Authorized Users will not:

• use the Services for unlawful, fraudulent, deceptive, or abusive activity;
• violate another person's privacy, confidentiality, publicity, or intellectual property rights;
• upload malicious code or interfere with the integrity, availability, or security of the Services;
• gain or attempt to gain unauthorized access to an account, system, or data;
• circumvent access controls, usage limits, or security safeguards;
• reverse engineer or attempt to extract source code except where applicable law prohibits that restriction;
• use the Services to build or train a competing product using Havilo's confidential technology; or
• use the Services in a way that creates material risk to Havilo, a Customer, an Authorized User, or a third party.

Authorized integrations, application programming interfaces, and automations are permitted when used in accordance with the Customer Agreement, applicable documentation, and access controls. Havilo may investigate suspected violations and may remove or restrict unlawful material when reasonably necessary.

The Services may interoperate with services provided by third parties. Customer chooses whether to enable those services and authorizes Havilo to exchange information with them as necessary to follow Customer's instructions. Third-party services are governed by their own terms and privacy practices.

Havilo is not responsible for a third party's independent acts or omissions, and changes to a third-party service may affect interoperability. Havilo remains responsible for its own obligations under the Customer Agreement.

Customer will pay the fees and applicable taxes stated in the Customer Agreement. Billing schedules, payment due dates, renewal, cancellation, credits, and refund terms are governed by that agreement and the invoices issued under it.

Customer will provide accurate billing information and notify Havilo of disputed invoices within the period stated in the Customer Agreement. Overdue undisputed amounts may result in suspension after any notice and cure period required by the Customer Agreement or law.

Where applicable, Havilo may use Stripe to facilitate payment. Stripe handles payment credentials under its own terms; Havilo generally receives transaction and payment-status information.

"Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or reasonably should be understood as confidential. Customer Content is Customer's Confidential Information. Confidential Information does not include information that the receiving party can document was already lawfully known, becomes public without breach, is received lawfully from another source, or is independently developed without use of the disclosing party's Confidential Information.

The receiving party will use Confidential Information only to perform or exercise rights under the Customer Agreement, protect it using reasonable care, and disclose it only to personnel and service providers who need it and are bound by appropriate confidentiality duties. A receiving party may disclose information when legally required, and will provide notice when legally permitted.

Havilo maintains reasonable technical and organizational safeguards designed to protect Customer Content. Customer remains responsible for its account configuration, Authorized Users, and secure use of the Services.

Havilo may update the Services to improve functionality, security, reliability, or legal compliance. We will not materially reduce contracted functionality during a service term except as permitted by the Customer Agreement or reasonably necessary to address law, security, or third-party dependencies.

The Services may occasionally be unavailable because of maintenance, emergencies, or circumstances outside Havilo's reasonable control. Any service levels or support commitments are stated in the Customer Agreement.

These Terms apply while Customer accesses or uses the Services. The Customer Agreement governs each service term, renewal, cancellation, termination right, refund, and any cure period.

Havilo may suspend access when reasonably necessary to address a material security risk, unlawful use, a material breach, nonpayment of undisputed amounts, or a legal requirement. Where practicable and permitted, Havilo will give notice and an opportunity to cure before suspension.

When the Customer Agreement ends, access to the Services ends except for transition assistance or export access stated in that agreement. Havilo will then delete or anonymize Customer Content from active systems when it is no longer needed, subject to limited retention for backups, legal obligations, security, fraud prevention, dispute resolution, and audit records.

Provisions that by their nature should survive termination will survive, including payment obligations, ownership, confidentiality, warranty disclaimers, liability limitations, indemnity, and general terms.

Our Privacy Policy explains how Havilo handles personal information. If the Customer Agreement contains additional data-protection terms, those terms control for that Customer where they conflict with the Privacy Policy or these Terms.

Warranties and disclaimers

Each party represents that it has authority to enter into the Customer Agreement. During a paid service term, Havilo warrants that the Services will perform materially in accordance with the applicable documentation when used as authorized. If Customer promptly reports a breach of this warranty, Havilo will use commercially reasonable efforts to correct the nonconformity. If Havilo cannot do so, either party may terminate the affected Services and Havilo will refund prepaid fees covering the terminated period. These are Customer's sole remedies for breach of this warranty.

Except for the express warranty above or an express warranty in the Customer Agreement, the Services are provided "as is" and "as available." To the fullest extent permitted by law, Havilo disclaims implied warranties, including merchantability, fitness for a particular purpose, title, and non-infringement. Havilo does not warrant that the Services will be uninterrupted or error-free or that generated results will always be complete or accurate.

Limitations of liability

Unless the Customer Agreement states otherwise, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenues, goodwill, or business opportunities, arising from the Services, even if advised that those damages were possible.

Unless the Customer Agreement states otherwise, each party's total aggregate liability arising out of or relating to the Customer Agreement, these Terms, or the Services will not exceed the fees paid or payable by Customer for the affected Services during the twelve months before the first event giving rise to the claim. This cap does not limit Customer's obligation to pay fees and taxes properly due.

The exclusions and cap above do not apply to a party's fraud, willful misconduct, gross negligence, or liability that cannot lawfully be excluded or limited. All limitations apply only to the fullest extent permitted by law.

Indemnity

Unless the Customer Agreement states otherwise, Customer will defend Havilo against a third-party claim alleging that Customer Content infringes, misappropriates, or violates a third party's rights, or arising from Customer's unlawful or unauthorized use of the Services. Customer will indemnify Havilo for resulting damages, costs, and reasonable legal fees finally awarded or agreed in a settlement approved by Customer.

Unless the Customer Agreement states otherwise, Havilo will defend Customer against a third-party claim alleging that the unmodified Services, when used as permitted, infringe a valid United States patent, copyright, trademark, or trade secret. Havilo will indemnify Customer for resulting damages, costs, and reasonable legal fees finally awarded or agreed in a settlement approved by Havilo. Havilo has no obligation to the extent a claim results from Customer Content, Customer instructions, a modification not made by Havilo, a combination with items Havilo did not provide where the claim would not otherwise have arisen, or continued use after Havilo gives notice to stop.

If the Services are or may become subject to an infringement claim, Havilo may obtain the right for Customer to continue using the affected Services, modify or replace them with a materially equivalent alternative, or terminate them and refund prepaid fees covering the terminated period. This paragraph states Customer's exclusive remedies for such a claim.

An indemnified party must promptly notify the defending party, provide reasonable cooperation, and give the defending party control of the defense and settlement. Delay in notice relieves the defending party only to the extent it is materially prejudiced. The defending party may not settle a claim in a way that admits fault by or imposes an obligation on the indemnified party without that party's written consent. The indemnities above are subject to the limitations of liability in this section.

The Customer Agreement governs choice of law, venue, escalation, and dispute-resolution procedures. If it does not address those matters, these Terms are governed by California law, without regard to conflict-of-laws rules, and each party consents to the exclusive jurisdiction and venue of the state and federal courts located in Alameda County, California. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Unless urgent relief is needed or a limitations period is about to expire, a party must give written notice of a dispute and allow business representatives at least 30 days to attempt in good faith to resolve it before beginning formal proceedings. Neither party is required to arbitrate unless the Customer Agreement expressly requires arbitration.

Nothing in these Terms prevents either party from seeking urgent relief needed to protect its confidential information, security, or intellectual property rights.

The Customer Agreement and these Terms are the entire agreement concerning the Services and replace prior discussions about their subject matter. If a provision is unenforceable, it will be limited to the minimum extent necessary and the remaining provisions will continue. A failure to enforce a provision is not a waiver.

Neither party may assign the Customer Agreement without the other party's consent, except in connection with a merger, reorganization, sale of substantially all relevant assets, or transfer to an affiliate, provided the assignee agrees to the applicable obligations. Havilo may use subcontractors but remains responsible for its obligations.

Neither party is liable for delay or failure caused by events outside its reasonable control. The parties may provide notices electronically. Havilo may update these Terms prospectively and will provide reasonable notice of material changes; a Customer Agreement controls any different change process.

Questions about these Terms may be sent to support@havilo.ai.

Havilo, Inc., a Delaware corporation with operations in Alameda County, California