Thank you for visiting Havosoft International Limited.
In consideration of the mutual promises contained in this Agreement, you and Havosoft agree as follows:
‘Havosoft’,we, and ‘us’ refer to https://havosoft.com/ as well as our affiliates, directors, subsidiaries, contractors, licensors, officers, agents, and employees.
The “Service” refers to the Website and all products and services provided by Havosoft.
The “Website” refers to Havosoft’s website located at https://havosoft.com/, and all content, services, and products provided by Havosoft at or through https://havosoft.com/ and its subdomains.
‘User’ ,’you , and ‘your’ refer to the individual person, company, or organization that has visited or is using the Website or Service; that accesses or uses any part of the account; or that directs the use of the account in the performance of its functions. A User must be at least 18 years of age.
“Authorized Users” refer to Users and the Havosoft personnel that Users authorize to access our Service.
By using or accessing any part of our Service, you are representing that you have the capacity and authority to enter into this agreement and are consenting on behalf of yourself and/or as an authorized representative of your company, as applicable, to be bound by this agreement.
By using or accessing any part of our Service, you confirm that you accept the terms of this Agreement on behalf yourself or of such legal entity and its affiliates, and any references to ‘you’ in this Agreement refer to such legal entity, its affiliates and all of the employees, consultants and agents of those respective parties. You are responsible for all activity on the Service that occur while using our services.
By accessing the Website you agree that you will not perform any acts that may damage our image, interests or rights or those of any of our affiliates or that may damage, render useless or overload the Website, or that may impede, in any way, the normal use of the Website by other visitors.
We implement reasonable security measures which are adequate to detect the existence of viruses. Nevertheless, you must be aware that the existing security measures for computer systems on the internet are not entirely trustworthy and that, therefore, we cannot guarantee the non-existence of viruses or any other elements that may cause alterations to your computer systems (hardware and software) or to your data and files contained in your systems.
3. Account Terms
3.1 Access to Services
You are solely responsible for providing, installing, and maintaining at your own expense all equipment, facilities, and services necessary to enable Authorized Users’ access and use of the Service through the interface, including, without limitation all computer hardware, software, and Internet access.
3.2 User Account Security
You are solely responsible for tracking and for ensuring the security and confidentiality of all user identifiers and passwords. Havosoft has no liability with respect to any use or misuse of such identifiers or passwords, and any use other than as provided in this Agreement will be considered a breach of this Agreement by you.
4. Acceptable Use
4.1 Compliance with Laws and Regulations
You will use commercially reasonable efforts to ensure, through proper instructions and enforcement actions, that all access to and use of the Service by you or your Authorized Users, or otherwise through your facilities, equipment, identifiers, or passwords, will conform to this Agreement and will be made and used solely for proper and legal purposes, and will be conducted in a manner that does not violate any law or regulation, the rights of any third party, or this Agreement.
4.2 Conduct Restrictions
No provision of this Agreement includes the right to, and you will not, directly or indirectly:
- Attempt to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Service.
- Take any action that imposes, or may impose at Havosoft’s discretion, an unreasonable or disproportionately large load on Havosoft’s infrastructure.
- Knowingly upload invalid data, viruses, or worms through the Service.
- Enable any person or entity other than Authorized Users to access and use the Service or Technology.
- Modify or create any derivative work based upon the Service or Technology.
- Engage in, permit, or suffer to continue any copying or distribution of the Service or Technology.
- Reverse engineer, disassemble, or decompile all or any portion of, or attempt to discover or recreate the source code for, any software that is part of the Service or Technology.
- Access the Service in order to build a competitive solution or to assist any third party to build a competitive solution.
- Remove, obscure, or alter any proprietary notice related to the Service or Technology.
- Engage in, permit, or suffer to continue any use or other activity that is not expressly authorized under this Agreement by any person or entity within your control.
- Rent, lease, distribute, or resell the software, or access or use the software or Services for developing a competitive solution (or contract with a third party to do so), or remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the software or displayed in connection with the Service.
In the event you violate any of the terms in this section, in addition to any other remedies available at law or in equity, Havosoft will have the right, in its discretion, to immediately suspend your and Authorized Users’ use and access to the Service.
This Agreement will commence on the date of access.
Unless the parties agree otherwise in a separately executed written agreement, all fees including taxes for the Service will be initially based on the pricing published at the Website.
If you terminate this Agreement early or if it’s terminated early by Havosoft, you will not be obligated to pay the Fees following the effective date of termination.
7. Cancellation and Termination
It is your responsibility to properly cancel your services with Havosoft.
Any and all rights granted to you with respect to the Service and Technology, and any and all rights granted to Havosoft with respect to your data except as written in this agreement, will terminate on the effective date of termination.
You agree to return to Havosoft, any and all Confidential Information of Havosoft in your possession or control.
We will have no obligation to provide the Service to you or Authorized Users after the effective date of the termination. You will pay to Havosoft any amounts payable for your and Authorized User’s use of the Service through the effective date of the termination.
Our only obligation with respect to any electronic information transmitted or received by you or Authorized Users in relation to use of the Service is to promptly delete or destroy any information that is stored in the Service database on the effective date of termination upon your request.
You acknowledge that although information in the Service database will be deleted from its transaction servers, Havosoft may retain such information stored on automatic backup archiving systems during the period such backup or archived materials are retained under Havosoft’s customary procedures and policies. In addition, Havosoft may retain certain information as provided in this agreement.
Havosoft may terminate this Agreement immediately upon notice to you if you breach any provisions in the Agreement, in order to comply with applicable laws or regulations, or if you default in the timely payment of any amounts due.
8. Service Commitment and Support
Excluding scheduled maintenance windows, Havosoft will use commercially reasonable efforts to maintain 99.8% availability of the hosted portion of the Service for each month during the term of this Agreement. The Service will be deemed available so long as Authorized Users are able to use the Service interface and access data.
Havosoft will provide in-product and email support (Support). Although no response times are guaranteed, Havosoft will use commercially reasonable efforts to respond to such support requests within 48 hours. Havosoft may delegate the performance of certain portions of the Support to third parties, but will remain responsible to you for delivery.
In the event any Support is not performed with reasonable skill, care, and diligence, Havosoft will re-perform the Support to the extent necessary to correct the defective performance, and you acknowledge that re-performance will be your sole and exclusive remedy for any defective performance.
Subject to this Agreement, Havosoft will make the Service available to you and Authorized Users during the Service Period, and Havosoft hereby grants to you, during the Service Period, a nonexclusive, non transferable, limited right to enable Authorized Users to access and use the Service through the interface and the Website, and to access and use Havosoft’s technical and operations documentation and Agents (as defined in Section 9) in support solely for your internal, business use.
9. Agents; Third-Party Content
Havosoft will make various application program interfaces (APIs), agents, libraries, and other materials available at the Website or through the Service at its discretion to support your access and use of the Service (collectively, ‘Agents’).
You acknowledge and agree that:
- The Agents may only be used on systems owned, leased, or primarily operated by you.
- The Agents are made available solely to support access and use of the Service, and Havosoft has no liability with respect to any other uses of the Agents.
- Certain of the Agents may include third-party content that is subject to open source license terms that may expand or limit your rights to use such content
You agree to review any electronic documentation that accompanies the Agents or is identified in a link provided to you to determine which portions of the Agents are open source and are licensed under open source license terms.
To the extent any such license terms require that provide you the rights to copy, modify, distribute, or otherwise use any open source software in the Agents that are inconsistent with the limited rights granted to you in this Agreement, then such rights in the applicable open source license terms will take precedence over the rights and restrictions granted in this Agreement, but solely with respect to such open source software.
Further, you acknowledge and agree that all third-party content is governed by its respective terms and such terms are solely between you and the applicable licensor. You agree to comply with such third-party terms (including open source license terms), as applicable, and Havosoft has no liability with respect to third-party content under this Agreement.
10. Nondisclosure of Confidential Information
As used in this Agreement, “Confidential Information”means any information that is proprietary or confidential to the Discloser (as defined below) or that the Discloser is obligated to keep confidential (e.g., pursuant to a contractual or other obligation owing to a third party). Confidential Information may be of a technical, business, or other nature. However, Confidential Information does not include any information that:
- Was known to the Recipient (as defined below) prior to receiving the same from the Discloser in connection with this Agreement.
- Is independently developed by the Recipient.
- Is acquired by the Recipient from another source without restriction as to use or disclosure.
- Is or becomes part of the public domain through no fault or action of the Recipient
Each party reserves any and all right, title, and interest (including any intellectual property rights) that it may have in or to any Confidential Information that it may disclose to the other party under this Agreement.
The party that receives any Confidential Information (the “Recipient”) of the other party (the “Discloser”) will protect Confidential Information of the Discloser against any Unauthorized Use or disclosure to the same extent that the Recipient protects its own Confidential Information of a similar nature against Unauthorized Use or disclosure, but in no event will use less than a reasonable standard of care to protect such Confidential Information; provided that the Confidential Information of the Discloser is conspicuously marked or otherwise identified as confidential or proprietary upon receipt by the Recipient or the Recipient otherwise knows or has reason to know that the same is Confidential Information of the Discloser. The Recipient will use any Confidential Information of the Discloser solely for the purposes for which the Discloser provides it.
This section will not be interpreted or construed to prohibit:
- Any use or disclosure which is necessary or appropriate in connection with the Recipient’s performance of its obligations or exercise of its rights under this Agreement or any other agreement between the parties.
- Any use or disclosure required by applicable law, provided that the Recipient uses reasonable efforts to give the Discloser reasonable advance notice to afford the Discloser an opportunity to intervene and seek an order or other appropriate relief for the protection of its Confidential Information.
- Any use or disclosure made with the consent of the Discloser.
In the event of any breach or threatened breach by the Recipient of its obligations under this section, the Discloser will be entitled to injunctive and other equitable relief to enforce such obligations. The obligations of confidentiality will survive expiration or termination of this Agreement.
- Customer Data
11.1. Ownership of Data
You retain ownership, right, and responsibility to all text, software, audio, video, images, or other content that you and/or any Authorized User run on or through the Service (collectively “Customer Data”), subject only to the limited rights expressly granted in this Agreement and intellectual property rights.
You are solely responsible, and Havosoft assumes no liability for the Customer Data that Authorized Users or other third parties post, send, or otherwise make available over or through the Service.
11.2. License Grant to Havosoft
In order to provide and support the Service for your benefit, you hereby grant Havosoft a worldwide, non-exclusive, royalty-free license during the Service Period to use, reproduce, electronically distribute, transmit, have transmitted, perform, display, store, and archive Customer Data. You agree that, so long as no Confidential Information is publicly disclosed, Havosoft may:
- Use Customer Data to refine, supplement, or test Havosoft’s product and Service offerings.
- Include aggregated and anonymized data in any publicly available reports, analyses, and promotional materials.
- Retain anonymized, non-attributable data following any termination of this Agreement for use in connection with the above.
- List you as a Customer and use your name and logo on the Website, on publicly available customer lists, and in media releases during the Service Period.
12. Intellectual Property
As used in this Agreement, ‘Technology’ means any and all know-how, processes, methodologies, specifications, designs, inventions, functionality, graphics, techniques, methods, applications, computer programs, libraries, user manuals, documentation, products or other technology and materials of any kind, or any enhancement thereto, used by Havosoft in connection with the performance of the Service or the Support, or made available by Havosoft to you, any Authorized User, or any third party in connection with the Service or the Support. Without limiting the above, Technology includes the products, services, and technology made available through the Website, the Agents, the Service interface, and any Havosoft branded or co-branded websites (including sub-domains, widgets, and mobile versions).
The Service and Technology constitute or otherwise involve valuable intellectual property rights of Havosoft, and Havosoft will own all right, title, and interest in and to the above. No title to or ownership of the Service or Technology, or any intellectual property rights associated therewith, is transferred to you, any Authorized User, or any third party under this Agreement. Sections 8-9 describe the entirety of your limited rights to access and use the Service and Agents and to make the Service and Agents available to Authorized Users. Except with respect to certain of the Agents, in no event will you be entitled to access or review any object code or source code. Havosoft reserves all rights to the Service and Technology not otherwise expressly granted herein.
13. Limitations of Liability
You understand and agree that we will not be liable to you or any third party for any damage, injury, or loss of profits, use, goodwill, or data, or for any incidental, indirect, special, consequential, or exemplary damages, however arising, that result from:
- The use, disclosure, or display of your Customer Data.
- Your use or inability to use the Service.
- Any modification, price change, suspension, interruption, cessation of transmission, or discontinuance of the Service.
- The Service generally or the software or systems that make the Service available.
- Unauthorized access to or alterations of your transmissions or data.
- Statements or conduct of any third party on the Service.
- Any other user interactions that you input or receive through your use of the Service.
- Hacking, tampering, or other unauthorized access or use of the Service or your account(s) or the information contained therein.
- Errors, mistakes, or inaccuracies of data.
- Personal injury or property damage, of any nature whatsoever, resulting from your and authorized users’ access to and use of the Service or support.
- Any other matter relating to the Service.
Our liability is limited whether or not we have been informed of the possibility of such damages, and even if a remedy described in this Agreement is found to have failed of its essential purpose. We will have no liability for any failure or delay due to matters beyond our reasonable control.
These limitations will not apply to damages arising out of a party’s failure to comply with its confidentiality obligations, indemnification obligations, or payment obligations to Havosoft. Except for their respective indemnity and confidentiality obligations, in no event will either party, their affiliates, directors, employees, or licensors be liable to the other party or any authorized user for any claims, proceedings, liabilities, obligations, damages, losses, or costs in an amount exceeding the fees you paid to Havosoft.
This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if the non-breaching party has been advised of the possibility of such damage. The above limitations of liability will apply to the fullest extent permitted by law in the applicable jurisdiction.
14. Representations and Indemnities
This section states Havosoft’s entire liability and your exclusive remedies for intellectual property rights infringement. You hereby represent and warrant to Havosoft that you have the authority to enter into and perform this Agreement, and that performance of the Agreement’s obligations and exercise of its rights do not and will not violate any applicable laws, regulations, or orders.
You hereby represent, warrant, and covenant that:
- You or your licensors own all right, title, and interest in and to Customer Data.
- You have all rights to Customer Data necessary to grant the rights contemplated by this Agreement.
- You have obtained any necessary third-party approvals, including without limitations applicable vendors and licensors, in relation to third-party content to be used by you in connection with the Service or will obtain such approvals prior to such use.
- Havosoft hereby represents, warrants, and covenants to you, that:
- The Service and Technology as delivered to you and used in accordance with this Agreement will not infringe on any intellectual property right or other right of any other person or entity.
- Havosoft has all rights in the Service and Technology necessary to grant the rights contemplated by this Agreement.
You agree to defend, indemnify, and hold harmless Havosoft and its employees, contractors, agents, officers, and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt and expenses (including without limitation attorneys’ fees) arising out of or related to:
- Your or Authorized Users’ use of and access to the Service.
- Your or an Authorized User’s violation of any term of this Agreement.
- Your or an Authorized User’s violation of any third-party right, including without limitation any right of privacy, publicity rights, or intellectual property rights.
- Your or an Authorized User’s violation of any law, rule, or regulation.
- Any claim or damages that arise as a result of any Customer Data.
- Any other party’s access and use of the Service with provided identifier(s) and password(s).
Havosoft agrees to defend, indemnify, and hold harmless you, from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt and expenses (including without limitation attorneys’ fees) arising out of or related to:
- Havosoft’s breach of any representation, warranty, or obligation in this Agreement.
- Havosoft’s violation of any law, rule, or regulation.
In addition, if the Service or Technology becomes the subject of a claim of infringement of any copyright or patent, Havosoft will indemnify you, against such claim provided that you give Havosoft prompt written notice of the claim, allow Havosoft to direct the defense and settlement of the claim, and cooperate with Havosoft as necessary, at Havosoft’s expense, for defense and settlement of the claim.
If the Service or Technology become, or, in Havosoft’s opinion is likely to become, the subject of such a claim, Havosoft will have the right to obtain for you the right to continue using the Service or Technology, replace or modify the Service or Technology so that it becomes non-infringing, or terminate the rights granted here to such Service or Technology with refund to you of any fees paid for such Service and Technology (less a reasonable charge for the period during which you has had available to it the use of such Service and Technology).
Havosoft will have no liability for any infringement claim to the extent it:
- Is based on modification of the Service or Technology other than by Havosoft.
- Results from failure of you to use any updated version of Service or Technology provided by Havosoft to you.
- Is based on the combination or use of the Service or Technology with any other software, program, or device not provided by Havosoft if such infringement would not have arisen but for such use or combination.
- Results from compliance by Havosoft with designs, plans, or specifications furnished by you.
- Results from your operation of the Service or Technology in a manner that is inconsistent with its intended use.
Except as expressly provided in this agreement, the services, technology, support, and all other items provided in connection therewith are provided on an “as is” basis without warranties of any kind, either express or implied.
Havosoft disclaims all warranties, express or implied, arising by law or otherwise, with respect to any error, defect, deficiency, infringement, or noncompliance in the services, technology, support, or any other items provided by, through, or on behalf of Havosoft under this agreement (including without limitation any implied warranty of merchantability, fitness for a particular purpose, or non-infringement and any implied warranty arising from course of performance, course of dealing, or usage of trade).
15.2. Governing Law
Except to the extent applicable law provides otherwise, this Agreement between you and Havosoft and any access to or use of the Website or the Service are governed by the laws of the Federal Republic of Nigeria.
15.3. Obligations of Parties
The parties expressly understand and agree that their relationship is that of independent contractors. Nothing in this Agreement will constitute one party as an employee, agent, joint venture partner, or servant of another.
Havosoft will have no liability to you, Authorized Users, or third parties for any failure or delay in performing any obligation under this Agreement due to circumstances beyond its reasonable control, including without limitation acts of God or nature, fires, floods, strikes, civil disturbances or terrorism, or interruptions in power, communications, satellites, the Internet, or any other network that are beyond its reasonable control.
Havosoft may send you, in electronic form, information about the Service, additional information, and any information the law requires Havosoft to provide. You acknowledge and agree that Havosoft may provide notices to you by email at the address you specified in its Subscription or by access to a website that Havosoft identifies.
Notices emailed to you will be deemed given and received when the email is sent. If you do not consent to receiving notices electronically, you and your Authorized Users must stop using the Service.
You may provide legal notices to Havosoft by email to firstname.lastname@example.org. You must specify in all such notices that the notice is being given under this Agreement.
15.6. Severability, No Waiver, and Survival
If any part of this Agreement is held invalid or unenforceable, that portion of the Agreement will be construed to reflect the parties’ original intent. The remainder of the Agreement will remain in full force and effect. Any failure on the part of Havosoft to enforce any provision of this Agreement will not be considered a waiver of our right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement.
15.7. Complete Agreement
If any information posted on the Website conflicts with any provision of this Agreement, the applicable provision of this Agreement will control. Any terms and conditions of any other arrangement issued by you in connection with this Agreement, which are in addition to, inconsistent with, or different from the terms and conditions of this Agreement, will be of no force or effect. Any affiliate of yours will be deemed a third party for purposes of this Agreement. This Agreement can only be modified only by a written arrangement duly executed by authorized representatives of the parties.
16.0 Refund Policy
Havosoft shall not entertain any application for refund after payments and delivery of its services.
However, if you reasonably believe that you have been charged in error, overpaid, paid an amount you should not have ordinarily paid for or that you have carried out a duplicate transaction, then you may proceed to apply for a refund within 30 days of the commission of such error to the company by doing the following:
- An application for refund stating clearly the reason for refund.
- Such an application must carry the name, telephone number, account number and an active email address, for ease of communication with the applicant/beneficiary.
- Applicants must attach evidence of payment(s) made (receipts).
- Where there are multiple payments in a transaction, all the receipts must be attached to the application.
- Where the reason for refund is as a result of the applicant’s fault, a deduction of 5% administrative charge is applicable.
- Application for refund shall be forwarded to our contact email address.
We reserve the right to refuse a refund request if we reasonably believe or suspect:
(i) That you are trying to unfairly exploit this refund policy, for example, by making repetitive refund requests in respect of the same subject matter.
(iii) That you are using this platform fraudulently or that your user account is being used by a third party fraudulently.
This refund policy does not affect any of your statutory rights to pursue a claim.
The accounts department will deal with your application at the earliest possible opportunity and may ask for some additional details to process your refund.
Kindly contact email@example.com to get started.
- Provide you with basic support in connection with your use of the Service.
- Use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for:
- Planned downtime,
- Any unavailability caused by circumstances beyond Havosoft’s or its subcontractors reasonable control, including, but not limited to, acts of God, acts of government, floods, fires, earthquakes, pandemics, civil unrest, acts of terror, strikes or other labor problems (other than those involving our employees), internet service provider failures or delays, or denial of service attacks, or
- As necessary to update the Service to ensure its security and integrity, and;
- Provide the Service only in accordance with Applicable Law.
18. Questions and Queries
If you have any questions or concerns about these Terms of Service, please email us at firstname.lastname@example.org