Terms of Service
Effective date: [date]
Last updated: [date]
Version: 1.0
Version 0.1 draft. Not for publication. Bracketed items require a decision or counsel input.
These Terms of Service govern access to and use of the Havn platform operated by [Havn entity name], a [state] [entity type] ("Havn," "we," "us"). By checking the acceptance box during signup, you agree to these Terms and to our Privacy Policy, which is incorporated by reference.
We record the version of these Terms you accepted, the date and time of acceptance, and the account under which it was made. Where we make material changes, we will ask you to accept the new version before continuing to use the platform.
Where a Customer has executed an order form or a master subscription agreement with Havn, that document governs and supersedes these Terms to the extent of any conflict. These Terms continue to apply to everything the executed document does not address, and to Operators accessing the platform under it.
1. Definitions
Association means a community association, homeowners association, condominium owners association, or comparable common interest community for which the platform is used.
Management Company means an entity engaged by an Association to manage it.
Customer means the entity that enters into this agreement, whether a Management Company or a self-managed Association.
Operator means an individual authorised by a Customer to access the platform, including management staff and board members.
Homeowner means an owner of a unit or lot within an Association.
Association Data means all records, documents, financial information, and personal information relating to an Association and its units, owners, and operations, however entered into or generated by the platform.
Customer Configuration means a Customer's own settings, templates, internal workflows, staff assignments, and branding, and does not include Association Data.
Personal Data has the meaning given in applicable State Privacy Law.
State Privacy Law means the California Consumer Privacy Act of 2018 as amended by the California Privacy Rights Act of 2020, together with its implementing regulations and official guidance, and any substantially similar comprehensive state privacy law now or hereafter in effect in any other US state.
2. Acceptance and authority
By accepting these Terms you represent that you are at least 18 years old, that you are authorised to accept them on behalf of the Customer you identify during signup, and that the Customer is bound by them.
Where the Customer is a Management Company acting for an Association, you further represent that the Management Company is authorised under its management agreement to procure services of this kind on the Association's behalf. [Counsel: confirm this representation is sufficient to bind the Association, or whether separate association-level acknowledgement is required. The data ownership provisions in Section 4 depend on it.]
3. The platform
Havn provides software for maintaining Association records, assembling and delivering documents, managing requests from owners and third parties, and related functions described on our website or in an order form.
Havn does not provide legal, accounting, tax, or professional advice. Where the platform reflects statutory requirements, deadlines, or procedures, it does so as configurable tooling. Havn does not warrant that any configuration, document, or workflow satisfies any statutory or contractual obligation, and the Customer remains solely responsible for determining what its obligations are and whether they have been met.
4. Association Data
4.1 Ownership. As between Havn, the Customer, and the Association, the Association owns all Association Data relating to it. Havn holds Association Data as a service provider and claims no ownership in it. A Management Company's access to Association Data arises from its engagement by the Association and from these Terms, and does not confer ownership.
4.2 Licence to Havn. The Customer grants Havn a non-exclusive licence to host, store, process, transmit, display, and create derived representations of Association Data solely to the extent necessary to provide the platform to the Customer and the Association, and to comply with law. This licence terminates when the data is deleted in accordance with Section 4.4.
4.3 Export. An Association, and a Customer acting on its behalf, may export Association Data at any time during the term and following termination, in a usable and complete format, at no additional charge. Export is available as a function of the platform and does not require a request to support.
4.4 Retention after termination. Following termination, Havn will retain Association Data for [90] days to permit export, and will thereafter delete it, except where retention is required by law or by a statutory record retention obligation applicable to the Association. Residual copies may persist in backups for a further [period] before being overwritten in the ordinary course.
4.5 Transfer between Management Companies. Where an Association changes Management Company, Association Data remains with the Association. Havn may grant the incoming Management Company access on the Association's instruction, and will remove the outgoing Management Company's access on the effective date of termination of its engagement. Customer Configuration does not transfer.
4A. Personal Data and State Privacy Law
In handling Personal Data contained in Association Data, Havn acts as a service provider to the Customer and the Association, and not as a business collecting it for its own purposes.
4A.1 Havn will collect, use, retain, and disclose Personal Data solely as necessary to perform the platform services for the business purposes set out in these Terms and any applicable order form, and in compliance with applicable State Privacy Law.
4A.2 Havn will not sell or share Personal Data as those terms are defined under State Privacy Law, and will not retain, use, or disclose it outside the direct business relationship with the Customer or for any commercial purpose other than performing the services.
4A.3 Havn will not combine Personal Data received under these Terms with personal information obtained from other sources, except as permitted by State Privacy Law to perform the services or to detect security incidents and prevent fraud.
4A.4 Havn will impose obligations no less protective than these on any subcontractor that processes Personal Data on its behalf, and remains responsible for their performance. Current subcontractors are listed in the Privacy Policy.
4A.5 Havn will provide reasonable assistance to the Customer in responding to verifiable consumer requests and in meeting the Customer's own obligations under State Privacy Law, including security, breach notification, and assessment obligations.
4A.6 Havn will notify the Customer if it determines it can no longer meet its obligations under State Privacy Law, and the Customer may take reasonable steps to stop and remediate unauthorised use.
4A.7 The Customer represents that it has provided any notices and obtained any consents required for Havn to process Personal Data as contemplated by these Terms.
[Counsel: this section is the CPRA service provider contract and is required before any California association's homeowner data is processed. Confirm it satisfies current CPPA regulations and that the definition in Section 1 captures the states we operate in.]
5. Customer responsibilities
The Customer is responsible for the accuracy and completeness of information it enters, for determining who may access the platform and at what level, for the lawfulness of its use of Homeowner personal information, and for maintaining its own records independently of the platform.
6. Documents and certifications
This section governs documents generated through the platform, including resale certificates, disclosure packages, demand statements, estoppel letters, and lender questionnaires.
6.1 Havn assembles; the Customer certifies. Havn renders documents from information supplied by or on behalf of the Customer and from templates and mappings maintained by Havn. The Operator who signs or issues a document certifies its contents. Havn makes no representation as to the accuracy of any figure, statement, or answer contained in a document.
6.2 No statutory warranty. Havn does not warrant that any document generated through the platform satisfies any statutory disclosure requirement, is complete for any purpose, or is fit for delivery in any jurisdiction. The Customer is responsible for reviewing each document before it is signed or delivered.
6.3 Form mappings and statutory configuration. Where Havn supplies form mappings, question sets, or statutory process configuration, these are provided as tooling to assist the Customer and remain subject to the Customer's review. Havn does not undertake to maintain them in conformity with any change in law.
6.4 Records. Havn retains a record of each document delivered, the information from which it was generated, and the identity of the Operator who certified it. [Counsel: this section carries most of the product's risk and should be drafted alongside the signing and attestation model.]
7. Payments
7.1 Havn is not the merchant of record for fees collected from Homeowners or third parties, and does not take custody of funds belonging to an Association, a Management Company, or a Homeowner. Such funds settle directly to a connected account held by the entitled party through our payment processor.
7.2 Platform fees. Havn charges a subscription fee and, where applicable, a fee on transactions processed through the platform, as set out in an order form or on our pricing page. [Counsel: confirm the structure does not constitute money transmission, and that transaction fee arrangements are consistent with the Customer's management agreement.]
7.3 Fees are payable in advance and are non-refundable except at Havn's discretion. Non-payment may result in suspension.
8. Access by Havn personnel
Authorised Havn personnel may access Association Data to provide support, investigate faults, and maintain the platform. All such access is recorded, including the identity of the individual accessing and the reason for access. Access is limited to personnel who require it and is subject to internal controls. Havn does not notify Customers of individual access events.
9. Deidentified data
[DECISION REQUIRED — see note below.] Havn may aggregate, deidentify, or anonymise Association Data such that it no longer identifies any individual or Association, and may use the resulting data for internal purposes including analytics, benchmarking, research, and product improvement. Havn will not attempt to re-identify such data and will require any recipient to agree to the same prohibition.
Note: this right cannot be acquired retroactively. If cross-association benchmarking may become a product, this clause must be present from the first version. If it is excluded, that should be a recorded decision.
10. Acceptable use
The Customer will not use the platform to store or transmit unlawful, infringing, or malicious material; interfere with its operation or security; access it by automated means except through interfaces Havn provides; or use it to compete with Havn. [Standard — expand as needed.]
11. Intellectual property
Havn retains all right, title, and interest in the platform, its software, designs, and marks. Nothing in these Terms transfers any interest in them. Feedback provided to Havn may be used without restriction or compensation.
12. Availability
Havn will use commercially reasonable efforts to keep the platform available, and may perform maintenance and modify functionality. Havn does not commit to an availability level at this time. [Revisit if an SLA is offered.]
13. Warranties and disclaimers
The platform is provided as is. To the extent permitted by law, Havn disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement, and makes no warranty regarding accuracy of Customer-supplied information or statutory sufficiency of any output.
14. Limitation of liability
Neither party is liable for indirect, incidental, special, consequential, or punitive damages. Havn's aggregate liability is limited to [the fees paid by the Customer in the [twelve] months preceding the event giving rise to the claim].
[Counsel: the market benchmark in this category is materially lower — one competitor caps at the greater of twenty dollars or two months of fees. Whether a low cap survives where a generated document sits inside a real estate closing is a judgement call, and it interacts with Section 6.]
15. Indemnities
The Customer indemnifies Havn against claims arising from information it supplies, documents it certifies, and its use of the platform in breach of these Terms. Havn indemnifies the Customer against third party claims that the platform infringes intellectual property rights. [Standard carve-outs and procedure to be added.]
16. Term and termination
Either party may terminate on [notice period]. Havn may suspend for non-payment or material breach. Sections 4, 6, 11, 13, 14, 15, and 18 survive termination.
17. Changes to these Terms
Havn may modify these Terms. Material changes require acceptance of the new version before continued use. Non-material changes take effect on posting, with the version and date updated. Havn maintains a record of each Customer's accepted version.
18. General
Governing law and venue: [Washington, given a Washington-domiciled company and Washington and California launch — confirm.] Dispute resolution: [decide between courts and arbitration; if arbitration, address class waiver.] Assignment, notices, severability, waiver, entire agreement, force majeure. [Standard.]
California residents: the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210. [Required for online services with California users.]
19. Electronic communications and signatures
The Customer consents to receive communications, notices, and disclosures electronically, and agrees that electronic signatures and records satisfy any requirement that a record be in writing or signed. [Counsel: align with the attestation model for document signing.]
19A. Text messages
19A.1 Where a Customer, Operator, or Homeowner provides a mobile number and separately consents, Havn may send text messages relating to the platform, including notifications, reminders, and account alerts. Message frequency varies. Message and data rates may apply.
19A.2 Consent to receive text messages is separate, optional, and is never a condition of using the platform or of receiving any service. It may be withdrawn at any time by replying STOP to any message or through notification settings. Replying HELP returns assistance information.
19A.3 Havn will not use a mobile number provided for one purpose to send messages of a different kind without separate consent, and will not sell or transfer mobile numbers to third parties for their own marketing.
[Drafted now, not yet in effect. There is no SMS provider in the stack and no SMS consent in the signup flow. Writing it now avoids a re-acceptance cycle when phase two arrives. The consent mechanism must exist before any message is sent, and the checkbox must not appear until the service does — an unused consent box is the PayHOA mistake.]
20. Contact
[Havn entity, address, email]