TERMS OF SERVICE

Last updated: February 11, 2021

These terms of service (“Terms”) govern your rights and obligations regarding your access to and use of the websites, applications, or software (including any content, documentation, and functionality offered thereon) (collectively, the “Site”) owned by Harbr Inc. or our subsidiaries or affiliates (herein referred to as “Harbr”, “we” or “us”, or “our”) and any products or services made available through the Site (the “Services”). These Terms constitute a fully binding agreement between Harbr and you, the user of the Site and/or Services(herein referred to as “User”, “you” and “your”), so please read them carefully.

BY USING THE SITE, YOU ACCEPT AND AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS AND OUR PRIVACY POLICY, FOUND AT [HARBR PRIVACY POLICY], INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS OR THE PRIVACY POLICY, YOU MUST IMMEDIATELY CEASE ACCESS AND USE OF THE SITE AND THE SERVICES.

  1. MODIFICATION

Harbr reserves the right, in its sole discretion, to revise and update these Terms from time to time. The date on which these Terms were last updated will appear at the top of this page, and any and all such modifications are effective immediately upon posting. Your continued use of the Site and/or Services after any such modifications constitutes your acceptance of, and your agreement to be bound by the new Terms. You should periodically review these Terms so that you are aware of any revision(s) to which you are bound.

The Site (or any portion thereof) or any or all of the Services made available through the Site may be changed, withdrawn or terminated at any time in our sole discretion without notice. We will not be liable if for any reason all or any part of the Site is restricted to users or unavailable at any time or for any period.

  1. THE SERVICES

The Site enables collaboration, coordination, data automation, and data analytics services for use cases related to construction project management and construction invoicing and payments. 

  1. USERS

There are three distinct types of Users that may use the Site, and these Terms apply to all of these Users:

  1. Analysts: these are Users with the highest level of access to the Site and Services.  Each Analyst shall create an Account (as further described below), will have the authorization to interact with the Site directly through the web platform located at https://platform.harbr.com, and will have access to all information in respect of a current project.  Analysts will be employees of the purchasers of Harbr’s Services (“Customers”).


  1. Co-ordinators: these Users shall create an Account, will have the authorization to interact with the Site directly through the web platform located at https://platform.harbr.com, and will have limited access to information in respect of a current project.  Co-ordinators may be an employee of Harbr’s Customers, or a third party contractor authorized by Harbr’s Customers.


  1. Collaborators: these Users utilize the Services via SMS Assist, without use of the web platform or need to create an Account and will have access only to information which is directly shared with them.  Collaborators will primarily be tradespeople engaged by sub contractors engaged by Harbr’s Customers.

  1. ACCOUNTS

In order to access and use certain parts of the Site, you may need to register an account (“Account”). In order to create an Account, you will need to provide your name, phone number and an active email address and you will be asked to create a  password.  You are responsible for providing accurate, current, and complete information in connection with your Account registration.  You are solely responsible for maintaining the confidentiality of the password associated with your Account and accept responsibility for all activities that occur under your Account. 

Harbr may, either during or after the registration process, request further information from you to verify your Account or registration information, or otherwise as we deem necessary to provide you with access to the Site or to provide Services to you. 

Your provision of information (including for the purposes of registering an Account) and any submissions you make to the Site through any functionality such as applications, e-mail, message boards, profiles, and any other interactive functions (collectively, “Interactive Functions”) constitutes your consent to all actions we take with respect to such information consistent with our Privacy Policy. 

Any email, password, or any other piece of information chosen by you, or provided to you as part of our security procedures, must be treated as confidential, and you must not disclose it to any other person or entity. You must exercise caution when accessing your Account from a public or shared computer so that others are not able to view or record your password or other personal information. You understand and agree that should you be provided an Account, your Account is personal to you and you agree not to provide any other person with access to the Site or portions of it using your email, password, or other security information. You accept responsibility for all activities that occur under your Account. If you become aware that there has been, or have reason to suspect that there may be, unauthorized use of your Account, or any other breach of security, you agree to immediately notify Harbr at security@harbr.com, and to immediately take all necessary steps to prevent such unauthorized access, including changing your password.

Harbr reserves the right at any time and from time to time, to disable or terminate your Account, any user email, password, or other identifier, whether chosen by you or provided by us, in our sole discretion for any or no reason, including any violation of any provision of these Terms.


  1. SUBMISSIONS

The Site contains Interactive Functions allowing you to submit, post, publish, contribute, make available, display, or transmit (“submit”) photos, videos, graphics, sounds, texts, questions, comments, suggestions, ideas, feedback, reviews, testimonials, and other information and materials (collectively, “Submissions”) to the Site, to other Users or other persons.

You acknowledge and agree that any Submissions are non-confidential and we will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without your acknowledgment or compensation to you. By providing Submissions, you hereby grant to Harbr, its successors and assigns, now and in the future, a non-exclusive, worldwide, royalty-free, fully paid, transferable, sub-licensable, perpetual, irrevocable license to use, copy, reproduce, modify, alter, adapt, translate, perform, publish, display, distribute, store, transmit, stream, broadcast, make available, create derivative works, and disclose to third parties any such Submissions for any purpose and to incorporate such material into any form, medium or technology now known or later developed throughout the world, and you further waive any moral rights or other rights of authorship to such Submissions. 

By providing the Submissions, you represent and warrant that you own or have the necessary rights to provide the Submissions and have the right to grant such licenses to us without infringement or violation of any third party rights, including, without limitation, any privacy rights, rights of publicity, copyrights, and any other intellectual property or proprietary rights. You further represent and warrant that all Submissions provided by you comply with all applicable laws, rules, and regulations and the Site Content Standards set out in these Terms.

You understand and agree that you, not Harbr, are fully responsible for any Submissions you submit or contribute, and you are fully responsible and legally liable, including to another user or any third party, for such content and its accuracy. We are not responsible or legally liable to any third party for the content or accuracy of any Submissions submitted by you.

  1. CONDITIONS OF USE AND SITE CONTENT STANDARDS

As a condition of your access to and use of the Site, you agree that you may use the Site only for lawful purposes and in accordance with these Terms.

The following standards and restrictions apply to your conduct and to any and all Submissions that you submit, post, publish, display, transmit, or make available to the Site.

Without limiting the foregoing, you agree as follows:

  1. You will not copy, reproduce, modify, alter, translate, adapt, reverse engineer, disassemble, decompile, decode, hack, attempt to derive or gain access to the source code of, or create derivative works or improvements of, the Site, or any features or functionality thereof.

  2. You will not copy, reproduce, redistribute, record, publish, transfer, publicly display, perform, transmit, stream, broadcast, or make available the Services, or any part thereof, to the public or any third party.

  3. You will not rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, publicly display, perform, transmit, stream, broadcast, or make available, the Site, or any features or functionality thereof, to any third party for any reason.

  4. You will not remove, delete, alter, obscure, any copyright, trademark, patent, brand element, or other intellectual property or proprietary rights notices provided on the Site.

  5. You will not use the Site for purposes of competitive analysis, the development of competing products or services, copying and/or exploiting ideas, features, or functions of the Site, or any other purpose that is to our disadvantage.

  6. You will not cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Site, or unduly burdening or hindering the operation and/or functionality of any aspect of the Site.

  7. You will not introduce or distribute any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.

  8. You will not attempt to circumvent and/or violate the security of the Site, or otherwise gain unauthorized access to or impair any aspect of the Site, or its related systems or networks.

  9. You will not impersonate, attempt to impersonate, or otherwise misrepresent your affiliation with Harbr, a Harbr employee, another user, or any other person or entity (including, without limitation, by using email addresses, associated with any of the foregoing).

  10. You will not transmit, or procure the sending of, any advertisements, promotions, “spam”, “junk mail”, “chain letters”, or any other similar solicitation through the Site.

  11. You will not provide or contribute any false, inaccurate, or misleading information.

  12. You will not participate in any form of action or conduct, or submit any Submissions, that: 

  13. are exploitive, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, sexually explicit or pornographic, violent, inflammatory, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or other such prohibited ground;

  14. interfere or violate any third party’s, or any other User of the Site’s, right to privacy, or other rights, including intellectual property rights;

  15. cause annoyance, inconvenience, or needless anxiety to other users of the Site, or any third party;

  16. are likely to upset, embarrass, or alarm any user of the Site or any third party; or

  17. may otherwise have a disruptive, destructive, or negative impact on Harbr, other Users of the Site, or any third party.

  1. You will not engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Site, or which, as determined by us, may harm Harbr or users of the Site or expose them to liability.

  2. You will not promote or engage in any illegal activity, or advocate, promote, or assist any unlawful act.

  3. You will not, in any manner, violate any applicable federal, provincial, state, local, or international law or regulation including, without limitation, any laws regarding the export of data or software, patent, trademark, trade secret, copyright, or other intellectual property, legal rights (including the rights of publicity and privacy of others) or submit Submissions that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and our Privacy Policy.

  1. SITE MONITORING

We have the right, without provision of notice to:

  • Remove or refuse to post on the Site any Submissions for any or no reason in our sole discretion.

  • At all times, take such actions with respect to any Submission deemed necessary or appropriate in our sole discretion, including, without limitation, for violating these Terms.

  • Take appropriate legal action, including, without limitation, referral to law enforcement or regulatory authority, or notifying the harmed party of any illegal or unauthorized use of the Site. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Site.

  • Terminate or suspend your access to all or part of the Site for any or no reason, including, without limitation, any violation of these Terms.

YOU WAIVE AND HOLD HARMLESS HARBR, AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, MEMBERS, SERVICE PROVIDERS, REPRESENTATIVES, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, ASSIGNEES, AND SUCCESSORS (COLLECTIVELY, THE “AFFILIATED PARTIES”) FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY HARBR AND ANY OF THE FOREGOING PARTIES RELATING TO ANY, INVESTIGATIONS BY EITHER HARBR OR SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES.

We have no obligation, nor any responsibility to any party to monitor the Site or its use, and do not and cannot undertake to review material that you or other Users submit to the Site. We cannot ensure prompt removal of objectionable material after it has been posted and we have no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party, subject to applicable laws. 

WE DISCLAIM ANY AND ALL LIABILITY FOR ANY SUBMISSIONS MADE BY ANY USERS OF OUR SITE OR ANY THIRD PARTY CONTENT MADE AVAILABLE ON OUR SITE, AND YOU HEREBY RELEASE HARBR AND THE AFFILIATED PARTIES FROM ANY AND ALL CLAIMS REGARDING SUCH USER SUBMISSIONS AND/OR THIRD PARTY CONTENT.

  1. TERMINATION OF ACCOUNT

Harbr may, in its sole discretion, for any reason or no reason, with or without notice: (i) terminate or suspend your Account and your access to the Site; and (ii) remove your profile and any Submissions or other content posted by or about you, from the Site. Unless otherwise decided by Harbr, such termination, suspension, and removal will be effective immediately. Following any termination or suspension of any User’s Account, Harbr may send a notice of the termination or suspension to other Users you have corresponded with. If your Account has been terminated by Harbr, you may not re-register without Harbr’s consent (and if you are permitted to re-register, your previous information and activity, may no longer be available).


  1. THIRD PARTY SITES

The Site may include links to other websites (including other sites that are framed within the Site), applications, or resources provided, operated, or maintained by parties other than Harbr (each, a “Third Party Site”) solely as a convenience to Users. We do not control or endorse any Third Party Sites, and we do not accept any responsibility or liability for their content or policies. Your use and access of a Third Party Site is at your own risk, and is subject to the terms of service and privacy policies of such Third Party Site. You should read the terms of service and privacy policies of such Third Party Sites, and make an informed decision whether or not to use these Third Party Sites based upon their practices and your discretion.


  1. INTELLECTUAL PROPERTY RIGHTS

You understand and agree that the Site and its entire contents, features, and functionality, including, but not limited to, all information, software, code, text, displays, graphics, photographs, video, audio, design, presentation, selection, and arrangement, are owned by Harbr, its licensors, or other providers of such material and are protected in all forms by intellectual property laws including without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights.

Our name, “Harbr”, and all related names, logos, product and service names, designs, images, and slogans are trademarks of Harbr or its licensors. You must not use such marks without the prior written permission of Harbr. Other names, logos, product and service names, designs, images and slogans mentioned or which appear on this Site are the trademarks of their respective owners. Use of any such property, except as expressly authorized, shall constitute a violation of the rights of the property owner and may be a violation of federal or other laws and could subject the violator to legal action.

By using the Site, you agree to respect all copyright, trademark and other legal notices, information, and restrictions contained in any of the content that we provide through the Site.

We do not grant you a right or license to reproduce content from the Site, for any reason.

  1. DISPUTES AND GOVERNING LAW

These Terms and the Privacy Policy (and all other rules, policies, or guidelines incorporated by reference) are governed by and construed in accordance with the laws of the Province of Nova Scotia and the federal laws of Canada as applicable therein, without giving effect to any common law or statutory principles of choice or conflicts of law. You expressly agree that any action arising out of or relating to your use of the Site shall be filed in a court in the Province of Nova Scotia and that you attorn to the jurisdiction of that court.


  1. DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITY


PLEASE READ THIS SECTION CAREFULLY. THIS SECTION LIMITS THE LIABILITY OF HARBR AND ITS AFFILIATED PARTIES. EACH OF THE SUBSECTIONS BELOW APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

  1. "AS-IS" BASIS. Harbr provides the Site and Services on an "AS IS" and "AS AVAILABLE" basis. YOUR USE OF THE SITE AND SERVICES IS AT YOUR OWN DISCRETION AND RISK.

  2. NO WARRANTIES. HARBR DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN ADDITION, HARBR DOES NOT MAKE ANY REPRESENTATION, WARRANTY OR GUARANTEE WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY OR AVAILABILITY OF THE SITE OR SERVICES. WITHOUT LIMITING THE FOREGOING, HARBR DOES NOT REPRESENT OR WARRANT THAT THE SITE OR SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

  3. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCE WILL HARBR OR THE AFFILIATED PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, OR ANY OTHER DAMAGES OR LOSSES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR RELIANCE ON THE SITE, YOUR INABILITY TO ACCESS OR USE THE SITE OR ANY THIRD PARTY SITES, YOUR USE OF THE SERVICES, OR ANY CLAIM OR CONTROVERSY THAT MAY ARISE FROM ANY DISPUTES BETWEEN YOU AND OTHER USERS.

  4. MAXIMUM LIABILITY. WITHOUT LIMITING ANY OTHER PROVISION IN THESE TERMS, HARBR’S MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES YOU SUFFER IN CONNECTION WITH THE SITE, THE SERVICES OR THESE TERMS IS LIMITED TO $100.

  5. SOLE AND EXCLUSIVE REMEDY. YOUR ONLY RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SITE OR SERVICES OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION OF YOUR ACCOUNT AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SITE AND SERVICES.

  1. INDEMNIFICATION


TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS HARBR AND THE AFFILIATED PARTIES FROM AND AGAINST ANY CLAIMS, DEMANDS, LIABILITIES, DAMAGES, JUDGMENTS, AWARDS, LOSSES, COSTS, EXPENSES, OR FEES (INCLUDING LEGAL FEES) ARISING  OUT OF OR IN CONNECTION WITH: (I) YOUR USE OR MISUSE OF, OR INABILITY TO USE THE SITE OR SERVICES; (II) ANY SUBMISSIONS THAT YOU PROVIDE; (III) YOUR BREACH OR VIOLATION OF THESE TERMS OR THE PRIVACY POLICY; (IV) YOUR VIOLATION OF THE RIGHTS OF ANOTHER PERSON OR ENTITY; OR (V) YOUR VIOLATION OF ANY APPLICABLE LAW. YOU AGREE THAT YOU WILL COOPERATE AS REASONABLY REQUESTED BY HARBR OR THE AFFILIATED PARTIES, AS APPLICABLE, IN THE DEFENCE OF SUCH CLAIMS. HARBR AND THE AFFILIATED PARTIES RESERVE THE RIGHT, AT THEIR OWN EXPENSE, TO ASSUME THE EXCLUSIVE CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU.


  1. GENERAL

    1. Entire Agreement. These Terms, together with the Privacy Policy, contain the entire agreement between you and Harbr with respect to their subject matter, and replace and supersede any prior and contemporaneous understandings, agreements, representations, warranties, and undertakings, whether written or oral, with respect to such subject matter.

    2. Number & Gender. Wherever appropriate herein, words importing the singular number include the plural and vice versa, words importing any gender include all genders, and words importing persons include all entities.

    3. Severability. If any provision of these Terms is held unenforceable, then such provision will be modified to reflect the parties’ intention, and all remaining provisions of these shall remain in full force and effect.

    4. Survival. All provisions that by their nature survive expiration or termination of these Terms of Service shall so survive.

    5. Contact Information. If you have any questions or need further information with respect to the Site or the Services, or need to notify Harbr as to any matters relating to the Site or Services, please contact us at: team@harbr.com.