Effective Date: March 30, 2023.
Welcome to HelloHive!
We connect a diverse community of students and recent graduates through a virtual recruiting platform to various employers available at hellohive.com ( collectively, the “Hive Services”). These Terms of Service (the “Agreement”), is a binding legal agreement between you (collectively, “you” or “your,” and where individually applicable, and/or “Candidate” or “Company” as appropriate) and HIVE Diversity d/b/a HelloHive (referred to as “HelloHive,” “we,” “our,” or “us”) that governs your use (and any Authorized Users’ use, where applicable) of the Hive Services.
This Agreement applies to both Candidates and Companies that use or access the Hive Services. Please read this Agreement carefully. If you do not agree to all of its terms, you are not permitted to use the Hive Services. Additionally, in the event of any direct conflict between the terms of this Agreement and any other terms contained in a mutually executed written agreement by and between HelloHive and you solely in connection with the use of the Hive Services, the terms of any such mutually executed written agreement shall govern.
ARBITRATION NOTICE: THIS AGREEMENT CONTAINS AN ARBITRATION CLAUSE IN SECTION 9 BELOW WHICH APPLIES TO YOU WHEN YOU USE OR ACCESS THE HIVE SERVICES. EXCEPT FOR CERTAIN TYPES OF DISPUTES SPECIFIED HEREUNDER, YOU AND HELLOHIVE AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND CANDIDATES WAIVE ANY RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
1.2. “Applicable Laws” means all laws, rules, and regulations, applicable to a party in connection with this Agreement.
1.3. “Authorized Users” means those users who access and use the Hive Services on
behalf of Candidate and/or Company.
1.4. “Candidate” means the diverse community of students and recent graduates that access and use the HelloHive Platform in their search for securing employment opportunities.
1.5. “Candidate Content” means any content or information (e.g., text, images, profile information, employment information, personal demographics, name, image, likeness, data, video, audiovisual content, or hyperlinks to any of the foregoing), that Candidates provide, post, upload, publish, transmit, or distribute on or through the Hive Services.
1.6. “Company” means the community of employers interested in offering employment for Candidates.
1.7. “Company Content” means any content or information (e.g., text, images, profile information, employment information, employment opportunities, data, video, audiovisual content, or hyperlinks to any of the foregoing), that Company provides, posts, uploads, publishes, transmits, or distributes on or through the Hive Services, including, without limitation, any trademarks, service marks, logos, slogans, or other indicia.
2. The Hive Services.
2.1.1. License to You. Subject to the terms of this Agreement or any other agreement between the parties and provided that you comply with the material terms of this Agreement, HelloHive grants to you (and your Authorized Users, solely to the extent applicable), a limited, nonexclusive, nontransferable, non-
sublicensable right and license to access and use the Hive Services solely in connection with you and your Authorized Users identifying Companies/Candidates in connection with potential employment opportunities. For the avoidance of doubt, the Hive Services are licensed, not sold, and we reserve all rights to the Hive Services and any other content not expressly granted by us, whether by implication, estoppel or otherwise.
2.1.2. License from Candidates. Candidate represents and warrants that Candidate has and will retain all right, title and interest to all Candidate Content distributed through or in connection with the Hive Services. Subject to the terms of this Agreement, Candidate hereby grants HelloHive a non-exclusive, irrevocable, transferable, sublicensable, royalty-free, worldwide right and license to host, use, distribute, modify, copy, display, translate, and create derivative works of the Candidate Content that Candidate uploads, posts, or shares through the Hive
Services for the purposes of advertising, promoting, marketing, improving, and otherwise providing the Hive Services, as described herein.
2.1.3. License from Company. Company represents and warrants that Company has and will retain all right, title and interest to all Company Content distributed through or in connection with the Hive Services. Subject to the terms of this Agreement, Company hereby grants HelloHive a non-exclusive, irrevocable, transferable, sublicensable, royalty-free, worldwide right and license to host, use, distribute, modify, copy, display, translate, and create derivative works of the Company Content that Company uploads, posts, or shares through the Hive Services for the purposes of advertising, promoting, marketing, improving, and otherwise providing the Hive Services, as described herein.
2.2.1. Communications via Text Messages and Calls. We may send you reoccurring text messages and calls (including prerecorded and/or by autodialer) to the phone number you provide for transactional and direct marketing purposes. You
understand that your consent is not required as a condition of accessing the Hive Services, and that you can opt-out of receiving text messages or calls from us at any time by: (i) for text messages, texting “STOP” in response to any text message you receive from us or contacting us at email@example.com and specifying you want to opt-out of text messages; and (ii) for calls, requesting opt-out during any call you receive from us or contacting us at firstname.lastname@example.org and specifying you want to opt-out of calls.
For text messages, you can also text “HELP” at any time for more information. You understand that you may receive a text message confirming any opt-out by you. Standard message, data, and other fees may be charged by your carrier, and
carriers may deduct charges from pre-paid amounts or data allowances, for which you are responsible. Not all phone and/or carriers are supported. Contact your carrier for further details.
Please note that any opt-out by you is limited to the e-mail address, device, or phone number used and will not affect subsequent subscriptions.
2.3.1. Prohibited Use. You (and any of your Authorized Users), will not, and will not permit any third party to:
Access or use the Hive Services, Candidate Content, or Company Content except as permitted hereunder;
Use the Hive Services, Candidate Content or Company Content in any manner that is not contemplated by this Agreement, not compliant with Applicable Law or in a manner that violates any individual Candidate rights;
Disrupt the functioning of the Hive Services;
Access or exploit the Hive Services, Candidate Content, or Company Content in any unauthorized way whatsoever, including, without limitation, by trespass or burdening server or network capacity or Hive Services infrastructure (including, but not limited to, transmitting files containing viruses, corrupted files, spyware, adware, or any other software or programs, or deploying “spiders,” “web-bots,” “screen-scrapers,” or “web crawlers” that may damage or adversely affect server or network capacity or Hive Service infrastructure);
Employ any atypical requirements in the hiring or application process (as determined in Hive’s discretion) in connection with the Hive Services, including, but not limited to, application fees, investments in Company’s company or business enterprise, or unpaid trial periods; and/or
Publish or provide any Candidate Content or Company Content that is fraudulent, false, misleading, defamatory, slanderous, libelous, obscene, threating, harassing, unlawful, intimidating, inflammatory, or in violation of any agreements or policies that you are subject to.
2.3.2. HelloHive Intervention. You agree and acknowledge that using the Hive Services to engage in conduct prohibited by this Agreement may also violate Applicable Law. We reserve the right to completely or partially restrict or revoke your access (or any Authorized Users’ access, if applicable) to the Hive Services for violating this Agreement or Applicable Law, either completely or for a period of time, in our sole discretion. We reserve the right to amend, rectify, edit, or otherwise to mitigate any damage caused either to us or to any other person as a result of a your violation of this Agreement or Applicable Law.
2.3.3. Company Job Postings. In addition to the foregoing, Company acknowledges and agrees that:
Any jobs Company lists or posts through the Hive Services will be accurately described with respect to the nature, location, and compensation being offered, in accordance with Applicable Law; and
Company is solely responsible and liable for any and all activity that occurs through or in connection with Company’s use of the Hive Services, including, but not limited to, Company’s and/or its Authorized Users’ accounts on the Hive Services and Company’s interactions with Candidates through the Hive Services. HelloHive expressly reserves the right to remove or otherwise delete any Company postings and/or Company Content that violates this Agreement or Applicable Law.
2.4. Liability for Authorized Users. As between you and HelloHive, you hereby acknowledge and agree that you shall be solely responsible for any and all acts and omissions of the Authorized Users. You agree that you will require any and all Authorized Users to comply with the applicable terms of this Agreement.
2.6. Liability for Candidate and Company Content. If HelloHive receives any notice or claim that any Candidate Content, Company Content, other information, or activities hereunder with respect to any Candidate and/or Company Content, may infringe or violate rights of a third party or any Applicable Laws (a “Claim”), HelloHive may (but is not required to) suspend activity hereunder with respect to such Claim, without limiting any other rights and remedies available to us. You acknowledge and agree that HelloHive takes no responsibility and assumes no liability for Candidate Content and/or Company Content. You acknowledge and agree that you will and will cause any Authorized Users (if any) to cooperate and timely respond to our inquiries, requests, or investigations related to disputes or allegations by a third party. For the avoidance of doubt, nothing in this Agreement shall prevent HelloHive during and after the Term from collecting, analyzing, using, and disclosing any data in de-identified and/or aggregated form for any business purpose, including, without limitation, to operate, analyze, improve, and market the Hive Services.
2.7. Ownership. As between you and HelloHive, HelloHive alone will retain all right, title and interest in and to any intellectual property rights relating to the Hive Services and any suggestions, ideas, enhancement requests, feedback, or recommendations, or other information provided by you or any Authorized User concerning or relating to the Hive Service (“Feedback”), all of which are hereby assigned to HelloHive.
2.8. Third Party Services. We may also provide access (paid or unpaid) to content, software, products, platforms, and services operated by companies or entities other than HelloHive (“Third Party Services”). If you choose to access, transact with, or otherwise interact with any such Third Party Services, you do so at your own risk, and you understand that by using the Hive Services, you are directing the applicable company or entity to make Third Party Services available to you. You are responsible for your dealings with third parties. When you use the Hive Services to access any Third Party Services, the applicable terms of this Agreement and any applicable usage terms associated with the Third Party Services will govern your use of that Third Party Service. We do not endorse any Third Party Services made available or marketed on or through the Hive Services. We do not license any intellectual property to you as part of any Third Party Services, and we are not responsible or liable to you or others for information or services provided by any Third Party Services or for the results obtained from using them.
2.9 Copyright Infringement.
2.9.1. DMCA Notification. We respond to copyright notifications submitted under the Digital Millennium Copyright Act, 17 U.S.C. § 512 (“DMCA”). To submit a notice of claimed copyright infringement under U.S. law, provide our designated agent with the following written information:
- A physical or electronic signature of the copyright owner or a person authorized to act on his or her behalf;
- Identification of the copyrighted work claimed to have been infringed;
- Identification of the infringing material and information reasonably sufficient to permit us to locate that material;
- Your contact information, including your address, telephone number, and an e-mail address;
- A statement that you have a good faith belief that the use of the material in the manner asserted is not authorized by the copyright owner, its agent, or the law;
- A statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
Our designated agent is:
1270 Avenue of the Americas, Floor 7,
New York, NY 10020
You can obtain further information from the Copyright Office’s online directory at www.dmca.copyright.gov/osp.
We will respond to notifications of claimed copyright infringement in accordance with the DMCA.
2.9.2. Counter Notification.If you believe that your material has been removed in error in response to a copyright notification, you may submit a counter notification to our designated agent with the following written information:
- A physical or electronic signature;
- Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
- A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
- Your name, address, and telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if your address is outside of the U.S., for any judicial district in which Company may be found, and that you will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.
We will respond to counter notifications in accordance with the DMCA.
3. Representations and Warranties.
3.1. Candidate Representations and Warranties. Candidate represents and warrants to HelloHive that:(a) this Agreement constitutes a valid and binding agreement enforceable against such party in accordance with its terms;(b) Candidate has the power and authority to enter into this Agreement and fully perform its obligations hereunder; (c) Candidate has the unencumbered right to grant the rights, licenses, and privileges granted herein; (d) Candidate shall, and Candidate’s use of the Hive Services, and Candidate Content will comply with all Applicable Laws; and (e) Candidate is solely responsible for clearing all rights, obtaining any necessary consents, making any required disclosures, and paying all licensing fees and other costs and expenses arising in connection with the Candidate Content or any use thereof.
against such party in accordance with its terms; (b) Candidate has the power and authority to enter into this Agreement and fully perform its obligations hereunder; (c) Candidate has the unencumbered right to grant the rights, licenses, and privileges granted herein; (d) Candidate shall, and Candidate’s use of the Hive Services, and Candidate Content will comply with all Applicable Laws; and (e) Candidate is solely responsible for clearing all rights, obtaining any necessary consents, making any required disclosures, and paying all licensing fees and other costs and expenses arising in connection with the Candidate Content or any use thereof.
3.2. Company Representations and Warranties. Company represents and warrants to HelloHive that: (a) this Agreement constitutes a valid and binding agreement enforceable
against such party in accordance with its terms; (b) Company has the power and authority to enter into this Agreement and fully perform its obligations hereunder; (c) Company has
the unencumbered right to grant the rights, licenses, and privileges granted herein; (d) Company shall, and Company’s use of the Hive Services, Candidate Content and/or Company Content will comply with all Applicable Laws; and (e) Company is solely responsible for clearing all rights, obtaining any necessary consents, making any required disclosures, and paying all licensing fees and other costs and expenses arising in
connection with the Company Content, or any use thereof. Company further represents and warrants that it shall comply with all Applicable Laws, including, but not limited to: (y)
any and all applicable State and/or federal equal employment opportunity laws or regulations, as well as any other applicable requirements as may be published or otherwise set forth by the Equal Employment Opportunity Commission; and (z) any and
all applicable State and/or federal wage transparency laws or regulations.
4. Warranty Disclaimer.
EXCEPT FOR THE WARRANTIES SET FORTH IN THIS AGREEMENT, HELLOHIVE EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE PARTIES AGREE THAT THE HIVE SERVICES, CANDIDATE CONTENT AND COMPANY CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND HELLOHIVE MAKES NO OTHER WARRANTY AS TO THE HIVE SERVICE, CANDIDATE CONTENT, COMPANY CONTENT, TITLE, NON-INFRINGEMENT, AND ANY THIRD PARTY SOFTWARE. HELLOHIVE EXPRESSLY DISCLAIMS ALL RESPONSIBILITY AND LIABILITY FOR: (1) THE HIVE SERVICES BEING ACCURATE, COMPLETE, CURRENT, RELIABLE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; (2) INJURY OR DAMAGE RESULTING FROM THE HIVE SERVICES; AND (3) VIRUSES WORMS, TROJAN HORSES, TIME BOMBS, CANCEL BOTS, SPIDERS, MALWARE OR OTHER TYPES OF MALICIOUS CODE THAT MAY BE USED IN ANY WAY TO AFFECT THE FUNCTIONALITY OR OPERATION OF THE HIVE SERVICES. CANDIDATE CONTENT AND/OR COMPANY CONTENT AVAILABLE THROUGH THE HIVE SERVICES IS PROVIDED FOR GENERAL INFORMATION ONLY AND SHOULD NOT BE RELIED UPON OR USED AS THE SOLE BASIS FOR MAKING DECISIONS. ANY RELIANCE ON THE HIVE SERVICES IS AT CANDIDATE’S AND COMPANY’S OWN RISK.
5. Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAWS, IN NO EVENT SHALL HELLOHIVE AND OUR PARENTS, SUBSIDIARIES, AFFILIATES, RELATED COMPANIES, ASSIGNS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, AND LICENSORS (COLLECTIVELY, “HIVE AFFILIATES”) BE LIABLE TO CANDIDATE, COMPANY OR ANY AUTHORIZED USERS FOR ANY LOSS, DAMAGE, OR INJURY OF ANY KIND INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE LOSSES OR DAMAGES, OR DAMAGES FOR SYSTEM FAILURE OR MALFUNCTION OR LOSS OF PROFITS, DATA, USE, BUSINESS OR GOOD-WILL OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH: (A) THE HIVE SERVICES OR INABILITY TO USE OR ACCESS THE HIVE SERVICES; (B) MISUSE OF THE HIVE SERVICES (INCLUDING WITHOUT LIMITATION, UNAUTHORIZED ACCESS OF THE HIVE SERVICES); (C) ANY OTHER USER’S OR THIRD PARTIES’ CONDUCT ON THE HIVE SERVICES; OR (D) TERMINATION, SUSPENSION, RESTRICTION OR OTHERWISE LIMITATION OF ACCESS TO THE HIVE SERVICES.
6. No Employment Relationship.
6.1. Company further assumes all liability for proper classification of Candidates as independent contractors or employees based on Applicable Law or applicable legal guidelines. Company and Candidate each acknowledge that we do not, in any way, supervise, direct, or control the manner, means, or conditions of any work or services performed for Company by a Candidate. We do not set work hours, location or any work pursuant to any contractual relationship. We will not in any event provide either the Candidates nor the Company with any training, equipment, labor, or materials needed, or supervision of a Candidate for any engagement. We do not and will not set the rate or method of payment, process invoices, nor will we provide benefits or deduct any amount for withholding, unemployment, Social Security, or other taxes. Candidate and/or Company will be solely responsible for all tax returns and payment required to be filed with or made to any federal, state, or local tax authority, with respect to any engagement resulting from their use of the Hive Services. Candidate and Company each acknowledge and agree that HelloHive is not a party to the relationship or any dealings between Company and Candidate. Without limiting the foregoing, Company and Candidate acknowledge that each is solely responsible for: (i) verifying and ensuring the accuracy, completeness and legality of any Candidate Content or Company Content; (ii) determining the suitability of any Candidate for any job or opportunity posted though the Hive Services, including, but not limited to, by way of interviews, vetting, references, background checks (where and when permissible by law), and other similar actions; and (iii) negotiating and executing any applicable employment offers, letters, or agreement
between Company and any Candidates.
6.2. Candidate and Company each acknowledge and agree that HelloHive shall have no responsibility nor liability with regard to or in connection with any employment relationship (actual or alleged) between Company and Candidate.
7.1. HelloHive Indemnity. HelloHive shall defend, indemnify and hold you harmless, at its own option and expense from and against any suit, claim, action, or proceeding brought against you by a third-party to the extent based upon a claim that the Hive Services, as used and accessed in strict accordance with the terms of this Agreement, infringe any U.S. copyright or trademark or misappropriates any U.S. trade secret of such third-party.
7.2. Exclusions from HelloHive Indemnity. HelloHive assumes no liability hereunder for: (i) any Hive Services compliance with your specifications; (ii) the combination, operation or use of the Hive Services, Candidate Content, or Company Content with programs or data not pre-approved by us; or (iii) your use or any Authorized Users’ use of the Candidate Content or Company Content in a discriminatory manner or in any way that violates Applicable Laws or individual rights, and you shall indemnify and hold harmless HelloHive and any HIVE Affiliates against any damages, losses, and expenses (including, but not limited to, reasonable attorneys’ fees) arising from any third-party action to the extent based upon a claim of any kind based on any of the foregoing factors in (i) through (iii) (inclusive) above. In addition, HelloHive’s indemnification obligations hereunder shall not apply to the extent any such claim is based, even in part, on any Candidate Content, Company, Content, and/or any gross negligence or willful misconduct on behalf of any Candidate or Company.
7.3. Candidate Indemnification. Candidate shall defend, indemnify, and hold harmless HelloHive and any HIVE Affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses, including, but not limited to, attorneys’ fees and expenses in connection with any third-party claim arising from or relating to: (a) any Candidate Content and HelloHive’s use of the Candidate Content as permitted hereunder; and/or (b) Candidate’s or any Authorized Users’: (i) use of and access to the Hive Services and Company Content in a manner inconsistent with this Agreement and any documentation provided in connection with the Hive Service; (ii) breach (or alleged breach) of this Agreement, (iii) Candidate’s negligence or willful misconduct, or (iii) any claim resulting from Candidate’s interaction with (including being interviewed and/or employed) any Company.
7.4. Company Indemnification. Company shall defend, indemnify, and hold harmless HelloHive and any HIVE Affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses, including, but not limited to, attorneys’ fees and expenses in connection with any third-party claim arising from or relating to: (a) any Company Content, and HelloHive’s use of the Company Content as permitted hereunder; and/or (b) Company’s or any Authorized Users’: (i) use of and access to the Hive Services and Candidate Content in a manner inconsistent with this Agreement and any documentation provided in connection with the Hive Service; (ii) breach (or alleged breach) of this Agreement, (iii) Company’s negligence or willful misconduct, or (iii) any claim resulting from Company’s interaction with (including the interviewing of and/or employment of) any Candidate(s).
7.5. Indemnity Procedures. The party seeking indemnification (the “Indemnified Party”) must provide the party from whom indemnification is sought (the “Indemnifying Party”): (a) prompt written notice of the claim for which indemnification is sought (provided that a failure to provide such notice will not relieve the Indemnifying Party of its obligations hereunder except to the extent material prejudice results from such failure); (b) sole control over the defense and settlement of the claim (provided that the Indemnifying Party may not enter into any settlement or dispose of any claim in a manner that requires the Indemnified Party to admit any liability or that places any material obligation on the Indemnified Party without the Indemnified Party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed); and (c) all reasonable cooperation, at the Indemnifying Party’s request and expense, in the defense and settlement of the claim.
7.6. Sole Remedy for Infringement. THIS SECTION 7 SETS FORTH HELLOHIVE’S ENTIRE LIABILITY AND YOUR SOLE REMEDY FOR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH THE HIVE SERVICES, THE CANDIDATE CONTENT, THE COMPANY CONTENT, AND THIS AGREEMENT.
8. Governing Law; Venue.
This Agreement is entered into in the State of New York and
will be governed by the laws of the State of New York, without regard to any State’s choice or conflict of law principles. Other than petitions for injunctive or equitable relief, which may be brought in any court of competent jurisdiction, any claim or cause of action in connection with this Agreement will only be brought into a court of competent jurisdiction within New York City, New York. The parties hereby irrevocably consent to
the exclusive venue in and personal jurisdiction before such courts (but without prejudicing either party’s rights to remove a case to federal court if permissible). This Section 8 will be interpreted as broadly as applicable law permits.
9. Binding Individual Arbitration.
PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS.
9.1. General. Arbitration is an alternative dispute-resolution process that allows us to seek to resolve Disputes (as defined below) without the formality or expense of litigating in court. Arbitration is often faster and less expensive than formal court litigation. Any qualifying Dispute between you and HelloHive will be submitted to a neutral arbitrator instead of being presented in court to a judge or jury. If you wish to opt-out of this binding
individual arbitration requirement, you must comply with the opt-out process set forth in the “Opt-Out Right” paragraph below. This Binding Individual Arbitration section will not apply to the extent prohibited by the laws of your country of residence.
9.3. No Class Actions. THE ARBITRATION OF DISPUTES UNDER THIS AGREEMENT WILL BE CONDUCTED ON AN INDIVIDUAL BASIS ONLY. The arbitrator may not consolidate disputes against us by other individuals or entities unless we expressly consents to such consolidation. You may not arbitrate any dispute in a representative capacity, including, without limitation, as a representative member of a class, or in a private attorney general capacity. The arbitrator may aware any relief permitted by applicable law with respect to your individual claim, but to the maximum extent permitted by applicable law, may not award relief against us respecting any person other than you.
9.4. Opt-Out Right. YOU HAVE THE RIGHT TO OPT OUT OF THIS BINDING INDIVIDUAL ARBITRATION REQUIREMENT AND CLASS ACTION WAIVER. IF YOU DO NOT WISH TO BE BOUND BY THE BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER IN THIS SECTION, YOU MUST NOTIFY US IN WRITING OF YOUR INTENT TO DO SO WITHIN THIRTY (30) DAYS OF THE DATE THAT YOU FIRST ACCEPT THIS AGREEMENT UNLESS A LONGER PERIOD IS REQUIRED BY APPLICABLE LAW. Your written notification must be emailed to [email@example.com] and include “Attn: ARBITRATION OPT-OUT” in the subject line. Your notice must include (i) your full name; (ii) your mailing address; (iii) your user account name, if you have one; and (iv) a clear statement that you do not wish to resolve disputes with HelloHive through arbitration. You are responsible for ensuring our receipt of your opt-out notice, and you therefore may wish to send a notice by means that provide a written receipt.
9.5. Notice of Disputes. If you have a Dispute with us, you must send written notice to [firstname.lastname@example.org] and include “Attn: ARBITRATION OF DISPUTE” in the subject line, in order to give us the opportunity to resolve the Dispute informally through negotiation as set forth above. Notice must be provided within two (2) years of the events giving rise to the Dispute, but in no event after the date when initiating legal proceedings would be
barred under the applicable statute of limitations. Failure to provide timely notice will permanently bar all claims. If we have a dispute with you, we will provide notice to the address that we have on file for you, if possible. You and we agree to first attempt to negotiate the Dispute in good faith for no less than sixty (60) days after notice of the Dispute is provided. If the Dispute is not resolved within sixty (60) days after receipt of notice of the Dispute, you or HelloHive may pursue the claim in binding individual arbitration as set forth in this section.
9.6. Arbitration Rules and Procedures. The U.S. Federal Arbitration Act (“FAA”) governs the interpretation and enforcement of this Binding Individual Arbitration section.
Arbitration shall be subject to the FAA and federal arbitration law, and shall be conducted by Judicial Arbitration Mediation Services, Inc. (“JAMS”) pursuant to the JAMS Streamlined Arbitration Rules and Procedures effective as of the date of the notice of dispute (the “JAMS Rules”), as modified by this agreement to arbitration. The JAMS Rules and instructions for how to initiate an arbitration are available from JAMS at
http://www.jamsadr.com/rules-streamlined-arbitration or 1-800-352-5267 . Each party will bear its own arbitration costs as required by the JAMS Rules, provided that if you demonstrate that the arbitration costs are an undue burden, HelloHive will pay as much of your arbitration filing and hearing fees as the arbitrator finds is necessary to prevent arbitration from being cost-prohibitive (as compared to the cost of litigation) excluding
your attorneys’ fees and costs. Each party will pay its own attorneys’ fees and costs unless the claim(s) at issue permit the prevailing party to be paid its fees or litigation costs, or the
JAMS Rules permit the arbitrator to award fees after finding a claim or defense to have been asserted frivolously, in which case the arbitrator shall award fees or costs as required by the applicable law.
9.7. Location of Arbitration. Arbitration may be conducted through the submission of documents, by phone, or in person. If an in-person hearing is required, the hearing will occur in New York County, New York.
9.8. Decision of the Arbitrator. Any decision or award by the arbitrator shall be final and binding on the parties. Unless otherwise agreed, any decision or award shall set forth the
factual and legal basis for the award. The arbitrator shall be permitted to award only those remedies in law or equity which are requested by the parties and which the arbitrator
determines are supported by credible relevant evidence. Unless otherwise expressly consented by HelloHive, the arbitrator may not award relief against HelloHive respecting any person other than you. Any decision or award may be enforced as a final judgment by any court of competent jurisdiction.
specified herein with respect to any Dispute once that Dispute has accrued.
9.10. Arbitration Severability. If any clause within this Binding Individual Arbitration section is found to be invalid, unenforceable, or illegal, that clause will be severed from this section, and the remainder of this arbitration agreement will be given full force and effect. The only exception to this is the “No Class Actions” paragraph. If the “No Class Actions” paragraph is found to be illegal or unenforceable in its entirety, this entire
arbitration agreement will be unenforceable, and the Dispute will proceed in court. If, for any reason, a claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in state or federal court in New York County, New York. Suits brought in state court may be removed to federal court by either party if permissible by law.
9.11. Arbitration Survival. This Binding Individual Arbitration section survives any termination of this Agreement or the provision of the Hive Service to you by HelloHive.
10.1. Relationship of the Parties. Nothing in this Agreement is to be construed as creating an agency, partnership, or joint venture relationship between the parties hereto. Neither party shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect whatsoever.
10.2. Contact Us. If you have any questions or concerns about the Hive Services or this Agreement, please contact us at email@example.com for HelloHive.
10.3. Export Law Assurances. You understand that the Hive Services are or may be subject to export control Laws. YOU MAY NOT DOWNLOAD OR OTHERWISE EXPORT OR RE-EXPORT THE HIVE SERVICES OR ANY TECHNICAL OR OTHER DATA PROVIDED IN CONNECTION THEREWITH OR ANY UNDERLYING INFORMATION OR TECHNOLOGY EXCEPT IN FULL COMPLIANCE WITH ALL APPLICABLE LAWS, IN PARTICULAR, BUT WITHOUT LIMITATION, UNITED STATES EXPORT CONTROL LAWS. NONE OF THE HIVE SERVICES OR ANY UNDERLYING INFORMATION OR TECHNOLOGY MAY BE DOWNLOADED OR OTHERWISE EXPORTED OR RE-EXPORTED: (A) INTO (OR TO A NATIONAL OR RESIDENT OF) ANY COUNTRY TO WHICH THE UNITED STATES HAS EMBARGOED GOODS; OR (B) TO ANYONE ON THE U.S. TREASURY DEPARTMENT’S LIST OF SPECIALLY DESIGNATED NATIONALS OR THE U.S. COMMERCE DEPARTMENT’S LIST OF PROHIBITED COUNTRIES OR DEBARRED OR DENIED PERSONS OR ENTITIES. YOU HEREBY AGREE TO THE FOREGOING, AND YOU REPRESENT AND WARRANT THAT YOU ARE NOT LOCATED IN, UNDER CONTROL OF, OR A NATIONAL OR RESIDENT OF ANY SUCH COUNTRY OR ON ANY SUCH LIST.
10.4. Entire Agreement; Modification; Waiver; Severability. This Agreement represents the entire agreement between you and us in connection with your use of the Hive Services, and this Agreement supersedes all prior agreements and understandings, written or oral, with respect to the matters covered by this Agreement, unless otherwise expressly stated herein, and is not intended to confer upon any third party any rights or remedies hereunder. You acknowledge that you have not entered in this Agreement based on any representations other than those contained herein. You may not assign your rights or obligations under this Agreement or transfer any rights to use the Hive Services. The waiver of one breach or default or any delay in exercising any rights shall not constitute a waiver of any subsequent breach or default. If any provision of this Agreement is held invalid or unenforceable under Applicable Laws by a court of competent jurisdiction, it shall be replaced with the valid provision that most closely reflects the intent of the parties and the remaining provisions of the Agreement will remain in full force and effect. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT YOU WILL NOT BE PERMITTED TO OBTAIN AN INJUNCTION OR OTHER EQUITABLE RELIEF OF ANY KIND, SUCH AS ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, APPLICATION, CONTENT, SUBMISSIONS, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY HELLOHIVE, ANY HIVE AFFILIATES, OR A LICENSOR OF HELLOHIVE.