H.A.I.T.I.E.N., LTD.

TERMS OF SERVICES AND USE

 

Welcome to the user agreement (the "Agreement" or "User Agreement") for H.A.I.T.I.E.N. LTD. (the "Company” or “H.A.I.T.I.E.N."). This Agreement describes the terms and conditions applicable to your use of our Website, Products and Services available under the domain of HaitienForHaiti.org or other affiliated feeder domains (the "Website") or under any Android and Apple smart phone applications for H.A.I.T.I.E.N. (the “Apps”). If you do not agree to be bound by the terms and conditions of this Agreement, do not use or access H.A.I.T.I.E.N. Products, Services, Apps or Website.

 

By using the H.A.I.T.I.E.N. Website or affiliated Apps, or domains, you agree with and accept all of the terms and conditions contained in this User Agreement and the Privacy Policy which include those terms and conditions expressly set out below and those incorporated by reference. Your use of the Website and/or Apps constitutes your assent to these Terms. No conditions other than those set forth herein shall be binding on the Company. unless specifically agreed to in writing by the Company. If you do not agree with any part of this Agreement, please do not use the Website or the Apps.

 

The Company may amend this Agreement at any time by posting the amended terms on the Website or the Apps. Except as stated below, all amended terms shall automatically be effective 30 days after they are initially posted on the Website. This Agreement may not be otherwise amended except in a writing signed by both you and H.A.I.T.I.E.N.

 

Description of Services

The Company provides information services and products (the "Services") via the H.A.I.T.I.E.N. Website to assist the public, groups, individuals and businesses in planning trips to Haiti or in expressing their love, friendship and kinship with Haiti and Haitians ("User" or "you").  By searching for, identifying, reviewing and placing orders for Products or Services with or through H.A.I.T.I.E.N. or with its affiliated suppliers and service providers, including, without limitation, venues, and product and services that are listed on the Website ("Suppliers"), you agree to accept all of the Terms and Conditions herein included. The Website may act as a platform to allow the Company and its Suppliers to sell their Products and Services at any posted rate. The Company is not always a party to the actual transaction between User and Supplier. As a result, the Company may have no control over the quality, safety or legality of the items or Services advertised, the truth or accuracy of the listings, the ability of Suppliers to sell items or provide Services or the ability of Users to pay for such items or Services. The Company does not ensure that a User or Supplier will actually complete a transaction and the Company shall not be liable for the failure to fulfill any obligation owed by User or Supplier to the other party.

 

Ability to Accept the User Agreement

Our products and services are available only to, and may only be used by, individuals and entities who can form legally binding contracts under applicable law. Without limiting the foregoing, our Services are not available to children (persons under the age of 18) or unlawful entities, or unauthorized representatives or lawful entities. You hereby represent and affirm that you are more than 18 years of age, an authorized representative of a lawful entity, and that you do, and will, comply with these Terms and Conditions. If you are under the age of 18, you cannot use this Services. If you do not qualify, please do not use our Website nor Apps.

 

Proprietary Rights

As between you and the Company, you acknowledge that the Company, its owners and licensees own all rights, titles and interests, including without limitation all patents, copyrights, trade secrets, trademarks and other proprietary rights, in and to the Website and the Services, all software and other technology used by the Company in providing the Website and the Services, and all data and information provided by the Company through or generated in connection with the Website and the Services (collectively, "Company IP"). You shall not acquire any right, title, or interest in or to the Website, the Services or Company IP, except as expressly set forth in these Terms. Except as expressly provided for in this Section 3, you are not granted any other rights, title or interest in the Website, the Services or Company IP. In addition, the trademarks, logos and Service marks displayed on the Website (collectively, the "Trademarks") are registered and common law Trademarks of the Company, its affiliates, and various third parties. Nothing contained on the Website or in these Terms should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Trademarks without the express written permission of the Company, or such other party that may own the applicable Trademarks.

 

Website Access

 

Registration and Account

In order to access some features of the Website or App, you may have to create an account (“H.A.I.T.I.E.N. Account”). You may never use another account without permission. When creating your account, you must provide truthful, accurate and complete information. You are solely responsible for the activities that occur on your account, and you must keep your account password secure. You must notify the Company immediately of any breach of security or unauthorized use of your account. You will be liable for any use made of your account or password and the losses of the Company or others due to such unauthorized use. The Company will not be liable for your losses caused by any unauthorized use of your account.

 

Use of H.A.I.T.I.E.N. Website and Applications

You agree that you will only use the Website and Apps to make legitimate and lawful reservations, orders or transactions and shall not use the Website and Apps for any other purposes. You agree to only use the Website for: (1) your personal or authorized business use or (2) for the purpose of making transactions for an individual event or events on behalf of a person, business, company or governmental or non-profit entity by which you are employed, authorized or contracted for the purpose of planning such event(s) and for no other commercial purpose. In the event you make a reservation or place an order on behalf of another person or entity, you represent and warrant that you are authorized by that person or entity to do so. Any and all other uses, including any uses which are unlawful or in violation of these Terms and Conditions, are prohibited.

 

Restricted Usage Activities

By using the Website and/or Apps you agree that you will not:

1. Place an order, or execute a transaction for the same date, time and event with more than one Supplier for the same Services; you understand that doing so may expose you to liability for such unused services.

2. Make speculative, false or fraudulent reservations or orders or any reservation or order in anticipation of demand or, except specifically authorized by the applicable Supplier, for purposes of re-selling the reservation;

3. Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;

4. You will not copy, distribute, sell or modify any part of the Website or Apps without H.A.I.T.I.E.N.’s prior written authorization;

5. Use or launch any automated system, software or device, including without limitation, "robots," "spiders," and "offline readers," that accesses the Website or Apps without our express written permission;

6. Take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on the Website or App infrastructure;

7. Interfere or attempt to interfere with the proper working of the Website or Apps, or any activities conducted on the them;

8. Upload, post, display, transmit or otherwise make available any unlawful, threatening, libelous, defamatory, obscene, indecent, inflammatory, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law;

9. Post or transmit any information or content that (a) infringes on the rights of others or violates their personal, privacy or publicity rights, (b) is protected by copyright, trademark or other proprietary rights, unless with the express written permission of the owner of such right, (c) contains a virus, bug, malicious software, or other harmful item, or (d) is used to unlawfully collude against another person in restraint of trade or competition; or

10. Disguise the origin of any content transmitted through the Website.

Failure to comply with these terms may result in: the cancellation of all your orders, or transactions; and/or, subject to the terms of the Supplier’s applicable policies, forfeiture of any Deposit or credit due to you; and or further applicable legal and financial liabilities.

 

Fees & Services

You authorize H.A.I.T.I.E.N. to enable its third party Service Providers below to charge your credit card for the amount of any deposit or fee (the "Deposit") required to be charged by the applicable Supplier as notified to you at the time you make your transaction. H.A.I.T.I.E.N. will transmit the Deposit directly to the Supplier less any non-refundable applicable transaction Service fees (the "Service Fee"), which deposit, depending on the product you use, the third-party Service provider either shall pay directly to or shall be retained by H.A.I.T.I.E.N., once you authorize your credit card payment for a transaction. In addition, you will be responsible for all charges, fees, duties, taxes and assessments arising out of any orders, reservation or transaction you make through the Website or Apps with any Supplier.

 

Payment Services

The Company uses third party Service providers for payment services (e.g. card acceptance, merchant settlement, and related Services) including Stripe, Inc., Braintree Payment Solutions, LLC, or other financial services providers. By making use of some or all of these payment Services on the Company’s website you agree to be bound by the applicable company’s terms and conditions along with its Privacy Policy and Stripe, Inc.’s terms and conditions and privacy policy. You hereby consent and authorize us to delegate the authorizations and share the information you provide to us with our Third-Party Service Provider(s) to the extent required to provide the relevant Services to you.

 

Refunds

It is the responsibility of the Supplier to communicate its refund policy to Users and to issue refunds to Users via the Site or offline. If a User desires to request a refund, User must request the refund from the Supplier. All communications or disputes regarding refunds are between the Supplier and User and The Company will not be responsible or liable in any way for refunds, errors in issuing refunds, or lack of refunds in connection with the Services. All communications and disputes regarding chargebacks and refunds are between the Supplier and User and The Company will not be responsible or liable in any way for chargebacks in connection with a User’s use of the Services. If you are a User and you wish to request a refund in connection with an event listed on the Services, you should contact the applicable Supplier directly. The Services Fee is non-refundable.

 

Cancellation

If you are unable to keep an order or reservation that you make through the Website, you must cancel your order or reservation in accordance with the applicable Supplier’s cancellation policy. Unless otherwise specified at the time you make the reservation for such Supplier, the Supplier’s cancellation policy is 7 days prior to the reservation. In the event you cancel your order or reservation in accordance with the applicable Supplier’s cancellation policy, your Deposit will be refunded to you, minus the non-refundable Service Fee, provided however that in this case, the Company in its sole discretion may permit you to apply the amount of the non-refundable Service Fee as a credit toward a future booking if made in the subsequent Sixty (60) days. In the event you cancel your order or reservation in violation of the applicable Supplier’s cancellation policy, your Deposit will be non-refundable.

 

User Submissions

At H.A.I.T.I.E.N.’s invitation, you may submit reviews, comments, and ratings; send emails and other communications; and submit suggestions, ideas, comments, questions, or other information for publication and distribution to Suppliers, other Users and other third parties (each, a "Submission").

 

Ownership

By submitting, posting or displaying content on or through the Website or Apps, you grant the Company a worldwide, perpetual, non-exclusive, royalty-free and fully sub-licensable license to reproduce, modify, adapt, publish, and otherwise use, with or without attribution such content on Services of the Company, Suppliers and Company affiliates and/or third party providers and distributors, including without limitation any rights needed to host, cache, route, transmit, store, copy, modify, distribute, perform, display, reformat, excerpt, analyze, and create algorithms from and derivative works of the content. The Company reserves the right to syndicate content submitted, posted or displayed by you on or through the Website and use that content in connection with any of the Services offered by the Company.

 

Restricted User Submissions

You will not:

1. Submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the User Submission and to grant the Company all of the license rights granted herein;

2. Publish falsehoods or misrepresentations that could damage the Company or any third party; or

3. Submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate.

 

Monitoring of User Submissions

The Company has the right but not the obligation to, from time to time, monitor and review any information transmitted or received through the Website or Apps, and reserves the right to censor, edit, remove or prohibit the transmission or receipt of any information the Company in its sole discretion deems unlawful, inappropriate or in violation of these Terms.

 

Liability

The Company does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and the Company expressly disclaims any and all liability in connection with User Submissions.

 

Links to Other Sites

The Website and/or Apps may contain links to websites operated by parties other than the Company and which are provided solely as a convenience to you and not as an endorsement by the Company. The Company is not responsible for the content of any other websites. If you decide to access other web sites, you do so at your own risk.

 

Breach

Without limiting other remedies, the Company may limit your activity, immediately remove your bids or item listings, warn our community of your actions, issue a warning, temporarily suspend, indefinitely suspend or terminate your account or membership and refuse to provide our Services to you if: (a) you breach this Agreement or the documents it incorporates by reference; (b) the Company is unable to verify or authenticate any information you provide to us; or (c) the Company believes that your actions may cause financial loss or legal liability for you, our users or us.

 

Intellectual Property Rights

The content on the Website and/or Apps, including all User Submissions, including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos and interactive features ("Content") and the trademarks, Service marks and logos contained therein ("Marks"), are owned by or licensed to the Company. Content on the Website and Apps is provided to you "AS IS" for your information and personal use only and may not be used, copied, screenshot, distributed, transmitted, broadcast, displayed, sold, licensed, reverse engineered, de-compiled, or otherwise exploited for any other purposes whatsoever without the Company’s prior written consent. The Company reserves all rights not expressly granted in and to the Website. If you download, print, or screenshot a copy of the Content for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security-related features of the Website, Apps, or inherent features that prevent or restrict use or copying of any Content or enforce limitations on use of the Website or Apps.

 

Privacy

Personal information you provide to the Company through the Website is governed by the Company’s Privacy Policy, the terms of which are incorporated herein. You agree that you have read the Privacy Policy and agree that its terms are reasonable. You consent to the use of your personal information by the Company, Suppliers and/or the Company’s third-party providers and distributors in accordance with the terms of and for the purposes set forth in the Privacy Policy.

 

Exclusion of Warranty

THE COMPANY AND ANY THIRD PARTY PROVIDERS, SUPPLIERS, VENDORS, AND DISTRIBUTORS MAKE NO WARRANTY OF ANY KIND REGARDING THE WEBSITE AND PRODUCTS AND SERVICES, INCLUDING, WITHOUT LIMITATION, THE SERVICES, CONTENT, INFORMATION, PROGRAMS, PRODUCTS AND MATERIALS PROVIDED ON THE WEBSITE AND APPS, ALL OF WHICH ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE COMPANY AND ANY THIRD PARTY PROVIDERS AND DISTRIBUTORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, THE SITE, THE CONTENT AND RELATED MATERIALS PROVIDED HEREUNDER, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. NEITHER THE COMPANY NOR ANY THIRD-PARTY PROVIDERS OR DISTRIBUTORS WARRANT THAT THE WEBSITE OR APPS, ITS SERVERS OR ANY EMAIL SENT FROM THE COMPANY ARE FREE OF VIRUSES, MALWARE OR OTHER HARMFUL COMPONENTS. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC RIGHTS, WHICH VARY FROM STATE TO STATE.

 

Limitation of Liability

THE COMPANY ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THE WEBSITE OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO OR AUDIO FROM THE WEBSITE OR APPS. IN NO EVENT SHALL THE COMPANY OR ANY THIRD PARTY PROVIDERS OR DISTRIBUTORS BE LIABLE FOR ANY INJURY, LOSS, CLAIM, DAMAGE, OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO LOST PROFITS OR LOST SAVINGS), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH (I) ANY USE OF THE WEBSITE OR CONTENT FOUND HEREIN, (II) ANY FAILURE OR DELAY (INCLUDING, BUT NOT LIMITED TO THE USE OF OR INABILITY TO USE ANY COMPONENT OF THIS SITE FOR RESERVATIONS OR ORDERS), OR (III) THE PERFORMANCE OR NON PERFORMANCE BY THE COMPANY OR ANY THIRD PARTY PROVIDERS OR DISTRIBUTORS, INCLUDING, BUT NOT LIMITED TO, NON PERFORMANCE RESULTING FROM BANKRUPTCY, REORGANIZATION, INSOLVENCY, DISSOLUTION OR LIQUIDATION EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES TO SUCH PARTIES OR ANY OTHER PARTY. IN ADDITION, ALL USERS SPECIFICALLY UNDERSTAND AND AGREE THAT ANY THIRD-PARTY DIRECTING USERS TO THE WEBSITE OR APPS BY REFERRAL, LINK OR ANY OTHER MEANS IS NOT LIABLE TO USER FOR ANY REASON WHATSOEVER, INCLUDING BUT NOT LIMITED TO DAMAGES OR LOSS ASSOCIATED WITH THE USE OF THE SERVICES, THE WEBSITE OR WEBSITE CONTENT. THE COMPANY IS NEITHER AN AGENT NOR IS AFFILIATED WITH ANY SUPPLIER WITH WHICH A USER MAKES A RESERVATION, PLACES AN ORDER, OR INITIATES A TRANSACTION. ASIDE FROM THE SERVICES PROVIDED ON THE WEBSITE AND APPS, THE COMPANY IS NOT LIABLE FOR ANY INJURY, LOSS, CLAIM, DAMAGE, OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO LOST PROFITS OR LOST SAVINGS), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH A USER"S USE OF A SUPPLIER. If, notwithstanding the foregoing, the Company or any third party provider or distributor should be found liable for any loss or damage which arises out of or is in any way connected with any of the above described functions or uses of this Website or Apps or their content, the liability of the Company and the third party providers and distributors shall in no event exceed, in the aggregate, the greater of (a) the Supplier Reservation Fee for reserving a Supplier, or (b) US $100.00 whichever is lower. In its sole discretion, in addition to any other rights or remedies available to the Company and without any liability whatsoever, the Company at any time and without notice may terminate or restrict your access to any component of the Website or Apps. Some states do not allow limitation of liability, so the foregoing limitation may not apply to you.

 

Indemnity

You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, officers, trustees, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys" fees, made by any third party due to or arising out of your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party.

 

Disputes

These Terms and Conditions shall be governed by the laws of the state of North Carolina, United States of America, without regard to its conflict of laws provisions. You consent and submit to the exclusive jurisdiction of the state and federal courts located in North Carolina, United States of America, in all questions and controversies arising out of your use of the Website and these Terms and Conditions. If the Company takes any action to enforce these Terms and Conditions, the Company will be entitled to recover from you, and you agree to pay, all reasonable and necessary attorney’s fees and any cost of litigation, in addition to any other relief, to which such parties may be entitled. You acknowledge that a violation or attempted violation of these Terms and Conditions will cause irreparable damage to the Company for which there will be no adequate remedy at law. Accordingly, you agree that the Company shall be entitled to an injunction restraining such violation or attempted violation of these Terms and Conditions by you, your affiliates, partners, or agents, as well as recover from you any and all costs and expenses sustained or incurred by the Company in obtaining such an injunction, including without limitation reasonable attorneys" fees. You agree that no bond or other security shall be required in connection with such injunction.

 

General

Your acceptance of these Terms and Conditions and your use of the Website or Apps do not create a joint venture, partnership, employment, or agency relationship with the Company. You may not assign, delegate, or transfer your rights or obligations under these Terms and Conditions; however, the Company may assign, delegate or transfer its rights hereunder without your consent, including, but not limited to, an assignment in connection with a sale or other change of control of the Company. If the Company fails to act with respect to your breach or anyone else's breach on any occasion, the Company is not waiving its right to act with respect to future or similar breaches. In the event that any provision is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of any other remaining provisions. The headings in these Terms and Conditions are for your convenience and reference; they do not limit or affect the interpretation of these Terms and Conditions. These Terms and Conditions, together with those items made a part of these Terms and Conditions and incorporated by reference, make up the entire agreement between you and the Company relating to your use of the Website, and replaces any prior understandings or agreements (whether oral or written) regarding your use of the Website.

 

Contact

If you have any questions on these Terms and Conditions you can contact H.A.I.T.I.E.N. by mail at 4258 NC Highway 49 – Suite 189, Harrisburg, NC 28075, by e-mail (info@HaitienForHaiti.org), or by phone as provided on the Website.