HARBR - WEBSITE TERMS OF USE

Last updated: April 2021

These terms of use (“Terms”) govern your rights and obligations regarding your access to and use of the Harbr website “harbr.com”, together with all associated domains owned and/or operated by Harbr Inc., and including any content, documentation, and functionality offered thereon (the “Site”) owned by Harbr Inc. or our subsidiaries or affiliates (herein referred to as “Harbr”, “we” or “us”, or “our”). These Terms constitute a fully binding agreement between Harbr and you, the user of the Site (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.

  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 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The Site (or any portion thereof) may be changed, withdrawn or terminated at any time in our sole discretion without notice.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 SITE

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

  1. USERS

Only certain Users authorized by a Harbr customer (a “Customer”) to use the Harbr platform (“Authorized Users”) can create Harbr accounts and thereby access certain services through the Site (the “Services”). Authorized Users use of the Services is governed by a separate agreement between the applicable Harbr Customer and Harbr (a “Customer Agreement”), through which it is the responsibility of the applicable Customer to ensure use of the Services and an account by its Authorized Users is in accordance with such Customer Agreement. These Terms relate to any use of the Site by Users that is not governed by an applicable Customer Agreement.

  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 your use of 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 Site, 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 anything to the Site, that: 
      1. is 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;
      2. interferes or violates any third party’s, or any other User of the Site’s, right to privacy, or other rights, including intellectual property rights;
      3. causes annoyance, inconvenience, or needless anxiety to other users of the Site, or any third party;
      4. is likely to upset, embarrass, or alarm any user of the Site or any third party; or
      5. may otherwise have a disruptive, destructive, or negative impact on Harbr, other Users of the Site, or any third party.
    13. 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.
    14. You will not promote or engage in any illegal activity, or advocate, promote, or assist any unlawful act.
    15. 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 information or content to the Site 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:

  • 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  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 CONTENT AND/OR THIRD PARTY CONTENT.

  1. TERMINATION OF ACCESS

Harbr may, in its sole discretion, for any reason or no reason, with or without notice: (i) terminate or suspend your access to the Site; and (ii) remove any information 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. 

  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 site visitors or 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 on an "AS IS" and "AS AVAILABLE" basis. YOUR USE OF THE SITE 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. WITHOUT LIMITING THE FOREGOING, HARBR DOES NOT REPRESENT OR WARRANT THAT THE SITE 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, 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 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 ANY OTHER GRIEVANCE SHALL BE YOUR DISCONTINUATION OF ACCESS TO, OR USE OF THE SITE.
  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; (II) ANY CONTENT 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 need to notify Harbr as to any matters relating to the Site, please contact us at: team@harbr.com.