Terms & Conditions

TERMS & CONDITIONS

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS SITE.

Introduction and Agreement to Be Bound

This Website is operated by HAVI Group LP (“HAVI”). These Terms and Conditions govern HAVI.com (the “Website”) and you agree to the Terms and Conditions by using the Website.  If you do not agree to these Terms and Conditions, you may not use this Website or related items.

Modification of Terms

HAVI reserves the right to modify these Terms and Conditions at any time. You will be responsible for reviewing these Terms and Conditions periodically and complying with these Terms and Conditions as amended from time to time.

Privacy Policy

By using this site and agreeing to the Terms and Conditions, you also consent to the collection, use and disclosure of information as set forth in the HAVI Group LP Website Privacy Policy (which can be accessed here), which you understand may be modified from time to time.

License

By accepting these Terms and Conditions, HAVI grants you a limited, revocable, non-exclusive license (i) to access the Website (pursuant to any access, security and use requirements mandated by HAVI from time to time), and (ii) while accessing the Website, to view Materials displayed on the Website for your personal internal business use as intended by HAVI, and for no other purpose. You are also granted a limited non-exclusive license to print a copy of certain printable portions of the contents of the Website for your personal internal use as intended by HAVI, and no other purpose. For purposes of these Terms and Conditions, “Materials” means any text, data compilations, photographs, data instruction packets, graphics, illustrations, artwork, video, music, sound, and any other contents of the Website intended by HAVI for viewing by the end user.  You agree that the System will be unavailable at scheduled and unscheduled times.

Intellectual Property

HAVI retains all right, title and interest on behalf of itself and (where applicable) its third party suppliers and/or business partners to the Website, Materials, related software and related systems, updates, modifications, related technical know-how and all intellectual property rights related to any of the foregoing (individually and collectively, the “System”). You acknowledge and agree that ownership of the System resides in HAVI, and agree not to challenge, directly or indirectly, HAVI’s ownership (or that of its suppliers and/or business partners) in and to the System or any part thereof. The System is protected by copyright and/or other laws in both the United States and elsewhere.

Trademarks

You acknowledge and agree that any name, logo, trademark, or service mark contained on this Website is owned or licensed by HAVI or our suppliers and/or business partners and may not be used by you without prior written approval. Nothing contained on this Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed on this Website without the written permission of HAVI or such third party that may own the Trademark displayed on this Website. Your use of any of these materials is prohibited unless specifically provided for on this Website. Any unauthorized use of these materials may subject you to penalties or damages, including but not limited to those related to violation of trademarks, copyrights, privacy, and publicity rights.

Prohibited Conduct

A. Except as permitted under the Terms and Conditions or where a prohibition is contrary to applicable law, copying, storing, displaying, reproducing, distributing, marketing, selling, transferring, licensing, sublicensing, publishing or creating derivative works of any Materials or other parts of the System is expressly prohibited without the prior written permission from HAVI or the copyright holder identified in the individual contents copyright notice. You agree that the System may not be reverse engineered, disassembled, decompiled, or retransmitted in any way through any medium or otherwise translated into any language or computer language. You will not: (i) use the System in any manner that violates the law or the rights of any other person, or (ii) make any part of the System available on a network, service bureau or file server. You agree that you will not use any robot, spider, or other such programmatic or automatic device, including but not limited to automated dial-in or inquiry devices, to obtain information from this Website or otherwise monitor or copy any part of the System. You are expressly prohibited from framing or linking or otherwise using or displaying the Website (or any part thereof) in such a manner so that it appears to be part of your own or someone else’s website. You shall not deep link to any page on the Website or otherwise link in a manner that bypasses the Website home page.

B. You will not export, re-export or transship the System, or any portion or derivative thereof, outside of the United States without the prior written consent of HAVI.  You will be solely responsible for complying fully with all applicable export laws and regulations of the United States and any other relevant jurisdiction with respect to your use of the System and will assure that none of the System or any documentation related thereto, or any portion or derivative thereof, is exported, directly or indirectly, in violation of United States law.

Submissions

Any ideas, copy, proposals, inventions, product and/or service modifications, methodologies, suggestions or similar communications you transmit to the Website by electronic mail or otherwise is, and will be treated as, nonconfidential and nonproprietary. Any such materials becomes the property of HAVI and may be used for any purpose, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast, posting, developing, manufacturing and marketing products using such information.  Any updates or modifications based on a suggestion, etc. from you, shall be the sole and exclusive property of HAVI.

Disclaimer

THE SYSTEM, INCLUDING WITHOUT LIMITATION THE WEBSITE AND THE MATERIALS, ARE PROVIDED TO YOU ON AN “AS IS” BASIS, WITH ALL FAULTS AND WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. HAVI, ITS AFFILIATES AND ITS PROVIDERS, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT OF PROPRIETARY OR THIRD PARTY RIGHTS. HAVI, ITS AFFILIATES AND ITS PROVIDERS MAKE NO WARRANTIES TO YOU ABOUT OR FOR THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE SYSTEM, INCLUDING WITHOUT LIMITATION THE WEBSITE OR THE MATERIALS, OR ABOUT OR FOR THE INFORMATION SYSTEMS, SOFTWARE AND FUNCTIONS MADE ACCESSIBLE BY OR THROUGH THE SYSTEM, OR ABOUT OR FOR ANY SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION. HAVI DOES NOT WARRANT TO YOU THAT THE SYSTEM WILL OPERATE ERROR-FREE, THAT LOSS OF DATA WILL NOT OCCUR, OR THAT THE SYSTEM IS FREE OF COMPUTER VIRUSES, CONTAMINANTS OR OTHER HARMFUL ITEMS. IF YOUR USE OF THE SYSTEM, INCLUDING WITHOUT LIMITATION THE WEBSITE OR THE MATERIALS, RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, HAVI IS NOT RESPONSIBLE FOR THOSE COSTS.  HAVI MAKES NO WARRANTIES REGARDING MATERIALS PROVIDED BY THIRD PARTY LICENSORS OR HOSTS, PARTNERS, ARRANGEMENTS WITH THIRD PARTIES, OR USE OF THIRD PARTY SITES, SYSTEMS OR SERVICES.  The Website is not intended to provide legal, tax, financial or other advice.  You should consult your tax, legal, financial and other advisors for such advice.

Limitation of Liability

A. YOUR USE OF THE SYSTEM, INCLUDING WITHOUT LIMITATION WEBSITE AND THE MATERIALS, IS AT YOUR OWN RISK. UNDER NO CIRCUMSTANCES, SHALL HAVI, ITS AFFILIATES AND/OR ITS PROVIDERS BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGES FOR WORK STOPPAGE OR INTERRUPTION, FOR LIABILITY OR INJURY TO THIRD PERSONS, OR FOR ECONOMIC, DIRECT, INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO ANY DAMAGES FOR ANY LOSS OF BUSINESS, DATA, GOODWILL, PROFITS, SAVINGS, OR SOFTWARE) RESULTING IN ANY WAY FROM YOUR OR ANY OTHER PERSON’S USE OR INABILITY TO USE THE SYSTEM OR OTHERWISE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT HAVI IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN ADDITION (AND WITHOUT LIMITING THE FOREGOING), TO THE EXTENT THE FOREGOING IS FOUND NOT PERMISSIBLE, THEN THE CUMULATIVE MAXIMUM LIABILITY OF HAVI, ITS AFFILIATES AND ITS PROVIDERS SHALL IN NO EVENT EXCEED $100.

B. HAVI, ITS AFFILIATES AND PROVIDERS WILL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS RESULTING FROM A CAUSE OVER WHICH HAVI DOES NOT HAVE DIRECT CONTROL.  THIS INCLUDES FAILURE OF ELECTRONIC OR MECHANICAL EQUIPMENT OR COMMUNICATIONS LINES (INCLUDING TELEPHONE, CABLE AND INTERNET), UNAUTHORIZED ACCESS, VIRUSES, THEFT, OPERATOR ERRORS, SEVERE OR EXTRAORDINARY WEATHER (INCLUDING FLOOD, EARTHQUAKE, OR OTHER ACT OF GOD), FIRE, WAR, INSURRECTION, TERRORIST ACT, RIOT, LABOR DISPUTE AND OTHER LABOR PROBLEMS, ACCIDENT, EMERGENCY OR ACTION OF GOVERNMENT.

Third Party Sites and Content

The Website may contain third party content and/or links to third party websites, but such content and links are provided solely as a convenience to you. HAVI is not responsible for the third party content or content of linked third-party sites, and does not endorse, support, or make any representations regarding the content or accuracy of such materials. If you decide to access third party content or linked third-party websites, you do so at your own risk.  In addition, the content on this website is presented only as of the date/time published or indicated, and may be superseded by subsequent events or for other reasons.

Indemnification

You agree to defend, indemnify, and hold harmless HAVI, its parents, affiliates and subsidiaries and their officers, directors, employees and agents, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from your negligence, unauthorized use of the System and/or from any other breach of the Terms and Conditions.

Communications

If you provide your email address, HAVI may contact you by email (subject to the Website Privacy Policy) to:  (i) provide any notice related hereto; (ii) respond to any questions you may send us; (iii) send you e-mail communications about information we think you will find useful--including announcements about new products and services; or (iv) communicate other information as necessary to administer the System.  You shall immediately notify HAVI upon any change in your e mail address.

Dispute Resolution

The Terms and Conditions shall be governed by and construed in accordance with the internal laws of the State of Illinois without regard to the conflicts of laws principles thereof. In the event of any action related hereto, the parties agree to submit irrevocably to the jurisdiction of the state and federal courts located in Cook or Du Page County, Illinois and to raise no objections to the venue of such courts. The parties agree that in the event of any suit or proceeding brought by one party against the other, the party prevailing therein shall be entitled to payment from the other party hereto of its reasonable attorney’s fees.

Severability

If any provision of the Terms and Conditions is found to be invalid by a court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the Terms and Conditions, which shall remain in full force and effect.

Entire Agreement and Waiver

These Terms and Conditions and the Website’s Privacy Policy are the entire agreement between HAVI and you with regard to its subject matter.  No waiver of any term of the Terms and Conditions shall be deemed a further or continuing waiver of such term or any other term.

Assignment

HAVI may assign its rights and duties under the Terms and Conditions to any party without notice to you. Your rights and duties under the Terms and Conditions are not assignable by you without consent of HAVI.

Termination

These Terms and Conditions are effective until terminated.  HAVI may terminate your use or rights to access to any or all portions of the System, including without limitation the Website and the Materials, for any reason or no reason. Any section of these Terms and Conditions which by its terms or nature indicate that it survives termination shall survive termination.