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TERMS OF USE AND SALE

Last updated June 11, 2019

HIVE Exchange Technologies, LLC (“Hive”, “us” or “we”) and its parent, subsidiary and affiliate entities worldwide (individually referred to herein as “Hive” or “the Company” or “we” or “us” or “our”) own and operate this website, www.hivexchange.net, (including websites accessed through mobile devices as well as downloadable mobile applications) (each referred to herein as a “Site” and collectively, the “Sites”). These Terms of Use and Sale (“Terms”) constitute a legally binding agreement made by and between Hive and the user of this Site (personally and, if applicable, on behalf of the entity for whom you are using the Site; collectively, “you”). The Terms govern your use of the tokens, transactional, and other services, including without limitation the offering of certain tokens on the Sites (“Units”), we make available on the Sites (“Services”).

BY ACCESSING OR USING ANY PART OF THE SITE OR SERVICES, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, UNDERSTOOD AND AGREED TO BE BOUND BY THESE TERMS, WHICH CONTAIN AN ARBITRATION AGREEMENT, A WAIVER OF CLASS-ACTION RIGHTS, AND LIABILITY LIMITATIONS. YOU ALSO AGREE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE PRIVACY POLICY, WHICH DESCRIBES HOW WE COLLECT, USE AND DISCLOSE YOUR DATA AND WHICH IS INCORPORATED INTO THESE TERMS, AND YOU CONSENT TO SUCH COLLECTION, USE AND DISCLOSURE. IF YOU DO NOT AGREE TO BE SO BOUND, YOU MAY NOT ACCESS OR USE THE SITE OR ANY SERVICES.

By viewing or using our Site, you acknowledge and agree to these Terms and those posted by us from time to time. Hive reserves the right to amend, change or modify these Terms at any time. No modification of these Terms by any party other than Hive shall be valid or enforceable against Hive unless expressly agreed to by Hive in a writing signed by an authorized Hive representative. When we post changes to these Terms, we will revise the “Last Updated” date at the top of the Terms. Your continued use of the Sites after any changes or revisions to these Terms become effective shall indicate your agreement with the terms of such revised and then-current Terms. You may be accessing our Site from a computer or mobile phone device and these Terms govern your use of the Site regardless of how you access it.

If you have any questions about these Terms, please contact us by email at: info@hivexchange.io.

1. GENERAL

  1. Eligibility. To use the Site you must be, and represent and warrant that you are, of legal age (18 years of age or older, or, if you have parental consent, 13 years of age or older) and competence. By using the Site on behalf of any third party, you are representing to us that you are an authorized representative of that third party and that your use of the Site constitutes that third party’s acceptance of these Terms. In addition, if you have been previously prohibited from accessing the Site or the website of any of our affiliates, you are not permitted to access the Site.

  2. License to Use the Site. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-sublicensable, non-transferable, and revocable right to access the Site and use the Services for your personal, non-commercial use, and as we otherwise intend. Hive reserves the right to monitor the Services for the purpose of determining that your usage complies with these Terms.

  3. Prohibited Conduct. You may not use the Site or Services other than as expressly permitted by Section 2 above. Without limitation, you will not, directly or indirectly: (a) copy, reproduce, modify, distribute, display, create derivative works of or transmit any content on the Site; (b) use the Services or Site commercially; (c) reverse engineer, decompile, tamper with or disassemble the technology used to provide the Services or Site (except as and only to the extent any foregoing restriction is prohibited by a non-waivable provision of applicable law); (d) interfere with or damage the Services, Site, or any underlying technology; (e) impersonate or misrepresent your identity or affiliation; (f) attempt to obtain unauthorized access to the Services or Site; (g) collect information about users of the Services, the Site, or the Service; (h) violate, misappropriate or infringe a third party’s intellectual property or other right, or any social media platform terms; (i) violate any law, rule, or regulation, or (j) interfere with any third party’s ability to use or enjoy, or our ability to provide, the Services or Site.

  4. Privacy Policy. Hive’s Privacy Policy https://www.hivexchange.net/blank-page (which describes how we collect, use and disclose your data and your consent to such collection, use, and disclosure) is incorporated into and is a part of these Terms.


2. ACCOUNT REGISTRATION; ACCOUNT USE

  1. Account Registration. If you create an account, you must provide us with complete and accurate information. You must promptly update such information to keep it complete and accurate. You are entirely responsible for maintaining the confidentiality of your password and account. You are entirely responsible for any and all activities that occur under your account. You may not use anyone else’s account at any time. We may remove or reclaim your username if we believe it is appropriate (such as in response to a trademark claim).

  2. Security of Your Account. You agree to notify Hive immediately of any unauthorized use of your account or any other breach of security. We will not be liable for any loss, damages, liability, expenses or attorneys’ fees that you may incur as a result of someone else using your password or account, either with or without your knowledge, to the fullest extent permitted by applicable law. You will be liable for losses, damages, liability, expenses and attorneys’ fees incurred by Hive or a third party due to someone else using your account.

  3. No Obligation to Retain a Record of Your Account. Hive has no obligation to retain a record of your account or any data or information that you may have stored for your convenience by means of your account or the Services.

  4. Identity Verification. During registration for your Hive account, you agree to provide us with the information we request for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crimes and permit us to keep a record of such information. You will need to complete certain verification procedures before you are permitted to use the Services. Your access to one or more Services and the limits that apply to your use of the Services, may be altered as a result of information collected about you on an ongoing basis. The information we request may include certain personal information, including, but not limited to, your name, address, telephone number, e-mail address, date of birth and taxpayer identification number. In providing us with this or any other information that may be required, you confirm that the information is accurate and authentic. You agree to keep us updated if any of the information you provide changes. You authorize us to make inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries, you acknowledge and agree that your personal information may be disclosed to fraud prevention or financial crime agencies and that these agencies may respond to our inquiries in full. This is an identity check only and should have no adverse effect on your credit rating. Further, you authorize your wireless operator (AT&T, Sprint, T-Mobile, US Cellular, Verizon, or any other branded wireless operator) to use your mobile number, name, address, email, network status, customer type, customer role, billing type, mobile device identifiers (IMSI and IMEI) and other subscriber status details, if available, solely to allow verification of your identity and to compare information you have provided to Hive with your wireless operator account profile information for the duration of the business relationship. 

  5. Access. To access the Services, you must have the necessary equipment (such as a smartphone or laptop) and the associated telecommunication service subscriptions to access the Internet. The Services can be accessed directly using the Sites. Access to Services may become degraded or unavailable during times of significant volatility or volume. This could result in the inability to buy or sell for periods of time and may also lead to support response time delays. Although we strive to provide you with excellent service, we do not represent that the Site or other Services will be available without interruption and we do not guarantee that any order will be executed, accepted, recorded, or remain open. Hives shall not be liable for any losses resulting from or arising out of transaction delays.


3. TERMS OF SALE

The following terms apply to your purchase of Units and use of the Services offered on the Site.

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  1. Purchasing Units. Users can purchase Units to be used in connection with the Services. The display of Units on the Site invites you to make us an offer to buy the Units. Your order is an offer to buy the Units, which we accept only by delivering the Units ordered. Any confirmation that you receive after placing an order does not constitute an acceptance of your offer, and is subject to correction before delivery in the event of inaccuracies, errors, or for any other reason.

  2. Orders. We have the right to refuse or limit any orders. We may grant or deny cancellation requests for individual orders in our sole and absolute discretion. 

  3. Payment. You authorize our designated third party payment processor to charge your payment card for all Unit purchases you make. We accept the forms of payment stated on the Site and, for credit card payments; our payment processor will charge your credit card when your order is processed. The bank issuing your credit card may control when to release funds in the case of an order cancellation or refund. We reserve the right to use the payment information you provide us in connection with this payment to provide better service to you should you wish to use our service again in the future and to protect us from fraud and other losses. Completion of a payment transaction is contingent upon: (a) you providing complete personal, account, transaction and any other information needed, (b) authorization of the payment by your credit or debit card company, and (c) acceptance of your payment. You may cancel your payment prior to your final submission of it to us. We may, in our sole discretion, cancel your payment at any time by providing notice to you through your contact information or by a notice when you attempt to make a payment. We may cancel a payment or prevent you from initiating future payments for any reason, including, without limitation, the following: (i) if you attempt to use the Services in breach of any applicable law or regulation, including the card network rules or regulations; (ii) if you use the Services in breach of these Terms; (iii) if we suspect fraudulent, unlawful or improper activity regarding a payment; (iv) if we detect, in our sole discretion, that your payments have excessive disputes, high reversal rates or present a relatively high risk of losses; or (v) failure to cooperate in an investigation or provide additional information when requested.

  4. Taxes. Stated prices do not include. You are solely responsible for the payment of any customs duties, sales, use, value-added, excise, federal, state, local or other taxes related to your purchase. We have the right to charge you for any taxes that we believe we are required to pay or collect related to your purchase.


4.TRANSACTIONS 

  1. Transactions. You may send Units to third parties in exchange for goods or services to be provided by such third party or you may receive Units in exchange for goods or services to be provided to a third party (a “Transaction”). Any third party involved in a Transaction must also have a Hive account to send or receive Units. 

  2. Redeeming Units. In order to redeem purchased Units for a business account (in U.S. dollars only) (you must transfer your Units to Hive using the Site and shall receive the redeemed purchase price directly from a Hive approved on-site service provider. There is no way to redeem Units remotely. Individual users cannot redeem any purchased Units.

  3. Fees. All redeemed Units shall be subject to the applicable fee based on the amount of redeemed Units as listed on the Site. When you redeem Units, Hive shall collect the applicable fee before remitting redeemed purchase price to you.

  4. Transaction Complications. If there are any issues with a Transaction based on your use of the Sites, the Services or the Units you must submit a complaint utilizing the “Contact Us” feature on the Sites and if a Hive representative is on site when such issues arise, you must also relay the issues to such representative. Hive will attempt to resolve the particular situation, but we cannot guarantee any outcome or resolution.

  5. Taxes. Hive is not responsible for any taxes you owe pursuant to a Transaction. You are responsible for all taxes related to Transactions and any taxes owed pursuant to your use of Hive.

  6. HIVE SHOULD ONLY BE USED TO TRANSACT WITH PEOPLE AND BUSINESSES YOU KNOW AND TRUST. DO NOT USE HIVE TO TRANSACT WITH PEOPLE OR BUSINESSES YOU DON’T KNOW. IF YOU USE HIVE TO CONDUCT A TRANSACTION, WE MAY LATER REVERSE THE TRANSACTION IN THE EVENT IT IS DETERMINED THAT THIS AGREEMENT OR AN APPLICABLE LAW WAS VIOLATED, AND YOU COULD LOSE BOTH THE UNDERLYING GOODS OR SERVICES AND THE UNITS (AND THE ABILITY TO EXCHANGE SUCH UNITS FOR GOODS OR SERVICES) SENT FOR THEM.


5.  INTELLECTUAL PROPERTY; THIRD-PARTY CONTENT AND SERVICES

  1. Intellectual Property Rights. All content on the Site, or otherwise made available via the Site, including the text, notes, graphics, photos, sounds, music, videos, interactivities and the like (“Content”), the trademarks, service marks and logos contained therein (“Marks”), the design of the Site and/or Services (“Site Design”), and all software and other technology used to provide the Site and/or Services (“Technology”), are owned by or licensed to Hive and/or its affiliates. Content is provided to you “as is” for your information and personal use only and may not be used, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever. We reserve all rights not expressly granted in and to the Site, Content, Marks, Site Design and Technology. Using the Site and/or Services does not give you any ownership of or right in or to any Content, Marks, Site Design or Technology.

  2. Third-Party Content. The Site may contain information and content provided by third parties. We have no obligation to monitor, we do not endorse, and we are not liable for any third-party content. In addition, the Site may contain links to third-party websites. Hive is not responsible for the content on any linked site or any link contained in a linked site. We do not endorse or accept any responsibility for the content on such third-party sites.

  3. Third-Party Services. Third parties may offer their services directly to you through the Site. In such case, you may be required to agree to the third party’s terms of service and/or privacy policy to use the service. Hive will not be liable in any way for the acts or omissions of such third party, the terms of service or privacy policy of the third party or its failure to adhere to its terms of service or privacy policy, or any loss, damages, liability or expenses (including attorneys’ fees) that you may incur arising from or related to such third party’s services or products.


6.  CONTRIBUTIONS TO HIVE
Any text, photographs, artwork, ideas, questions, reviews, comments, suggestions or other content that you submit or post to the Site or otherwise provide to us are referred to as “User Content.” The following Terms apply to User Content:

  1. License to Hive. By sharing, submitting or uploading any User Content, you grant Hive a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, sublicensable and transferable license to use, copy, distribute, display, publish, perform, sell, transmit, adapt, translate, modify, reverse-engineer, disassemble and create derivative works from your User Content in any manner existing now or created in the future. Subject to the license above, you retain ownership of User Content.

  2. Waiver of Moral Rights. You irrevocably waive and agree not to assert any rights, including any “moral rights,” that you have to prevent us from exploiting the rights granted in Section 6.1.

  3. Right to Name and Likeness. You also grant us the right to use and display the name, photograph and any other biographical information that you submit with any User Content (the “Information”) in connection with such User Content, and you agree that you will not bring suit in law or equity against, and you hereby release from any and all liability, Hive, any of its officers, directors, members, managers, employees, agents, affiliates, and/or any other person or entity on the grounds of libel, slander, or invasion of privacy with regard to the Information or its use by Hive or such other person or entity.

  4. Your Responsibility for User Content. You acknowledge and agree that you are solely responsible for all the User Content that you make available through the Site. Accordingly, you represent and warrant that: (1) you have all rights, licenses, consents, and releases necessary to grant Hive the required rights to disseminate any User Content and (2) neither your User Content nor your posting, uploading, publication, submission or transmittal of this User Content or Hive’s use of your uploaded User Content (or any portion thereof) on, through or by the means of the Site, will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights or rights of publicity or privacy or result in the violation of any applicable law or regulation.

  5. No Obligations Regarding User Content. We will not have any obligation to hold any User Content in confidence or compensate you or anyone else for its use. We have the right to remove or edit any User Content for any reason or no reason at all.


7.  INFRINGEMENT

  1. Infringement Notification. Hive respects the rights of others and we expect users of our Site and Services to do the same. These Terms prohibit the infringement of the copyrights of others, and it is also our policy that we may remove, suspend, terminate access of, or take other appropriate action against repeat offenders. We may also remove content that in our sole discretion appears to infringe the intellectual property rights of others.

  2. How to File an Infringement Notification. If you have evidence, know, or have a good faith belief that content residing on or accessible through our Site infringes a copyright which you own or for which you are a designated agent, please send a notice of infringement by fax, electronic mail or regular mail to Hive’s designated Copyright Agent to receive notifications of claimed infringement by one of the following means:

Written notification must be submitted by email, fax or mail to the following Hive Designated Agent:

Hive Designated Agent
1451 Mirasol St.

Los Angeles, CA 90023

info@hivexchange.io

(310)844.6651


with the information that sets forth the items specified below:

  • Identify the copyrighted work claimed to have been infringed. If multiple copyrighted works are covered by a single notification, provide a representative list of such works.

  • Identify the material that is claimed to be infringing or to be the subject of infringing activity. Include information reasonably sufficient to permit Hive to locate the material. Please provide a URL and screenshots for each item. Include the specific asset(s) or page(s) that you claim to be infringing. Say “entire work” ONLY if all assets/pages in a collection/document are infringing.

  • Include details of your claim to the material, or your relationship to the material’s copyright holder.

  • Provide your full name, address, and telephone number should we need to clarify your claim.

  • Provide a working email address where we can contact you to confirm your claim.

  • If true, include the following statement: “I have a good faith belief that use of the copyrighted materials described above as the allegedly infringing web pages is not authorized by the copyright owner, its agent, or the law.”

  • If true, include the following statement: “I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the copyright owner to make this complaint.”

  • Sign the document, physically or electronically.


8. WARRANTIES; DISCLAIMER; LIMITATION OF LIABILITY

  1. NO WARRANTIES. THE SITE, SERVICES AND UNITS ARE PROVIDED “AS AVAILABLE” AND “AS IS” TO THE FULLEST EXTENT PERMITTED BY LAW, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND. HIVE DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL WARRANTIES, EXPRESS, IMPLIED AND STATUTORY, INCLUDING ALL WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. HIVE DOES NOT WARRANT THAT ANY SERVICES CONFORM WITH WRITTEN OR ORAL SPECIFICATIONS, GUARANTEES, REPRESENTATIONS, WARRANTIES OR PROMISES. THIS PROVISION IS NOT INTENDED TO DISCLAIM LIABILITY THAT WE MAY NOT DISCLAIM UNDER APPLICABLE LAW.

  2. USE OF SITE IS AT YOUR OWN RISK. HIVE DOES NOT REPRESENT OR WARRANT THAT THE SITE, SERVICES, UNITS OR EMAILS SENT TO YOU WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, FREE OF VIRUSES OR OTHER HARMFUL CODE, OR THAT ALL INFORMATION WILL BE ACCURATE OR COMPLETE. YOU AGREE THAT YOUR USE OF THE SITE SHALL BE AT YOUR SOLE RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR HARDWARE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF MATERIAL OR DATA. HIVE MAKES NO REPRESENTATION, WARRANTY, GUARANTEE OR PROMISE THAT THE SITE OR SERVICES WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY PARTICULAR RESULTS. HIVE WILL NOT BE RESPONSIBLE FOR ANY THIRD-PARTY CONTENT OR SERVICES ON THE SITE, ANY LINKS TO THIRD-PARTY WEBSITES OR ANY CONTENT OR SERVICES ON THIRD-PARTY WEBSITES. HIVE MAKES ALL DISCLAIMERS IN THIS PARAGRAPH ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS.

  3. NO RESPONSIBILITY FOR THIRD-PARTY MATERIALS. HIVE DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE OR ANY WEBSITE FEATURED OR LINKED TO THROUGH THE SITE, AND HIVE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. HIVE WILL NOT BE LIABLE FOR THE OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY. YOU VOLUNTARILY ASSUME THE RISK OF HARM OR DAMAGE FROM THE FOREGOING. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND TO THE FULLEST EXTENT PERMITTED BY LAW.

  4. NO CONSEQUENTIAL DAMAGES. IN NO EVENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WILL HIVE, ITS AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES (COLLECTIVELY “HIVE ” FOR PURPOSES OF THIS SECTION) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES RESULTING FROM THE PERFORMANCE, USE OF OR THE INABILITY TO USE THE SITE, SERVICES OR UNITS, EVEN IF HIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, VIOLATION OF STATUTE OR OTHERWISE. HIVE WILL NOT BE LIABLE FOR THE COST OF REPLACEMENT UNITS, LOSS OF REVENUE, OR LOSS OF GOOD WILL.

  5. OUR LIABILITY IS LIMITED. IN ANY EVENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUR AGGREGATE LIABILITY WILL NOT EXCEED THE AMOUNT PAID FOR THE SERVICES TO WHICH THE CLAIM RELATES OR, IF THE CLAIM DOES NOT RELATE TO A SERVICE, $99.99. THIS PROVISION IS NOT INTENDED TO EXCLUDE LIABILITY THAT HIVE MAY NOT EXCLUDE UNDER APPLICABLE LAW.


9.  INDEMNITY
You agree to defend, indemnify and hold harmless Hive, its affiliates and their respective directors, officers, employees and agents (the “Indemnified Parties”) from and against any and all claims, damages, losses, liabilities and expenses (including attorneys’ fees) incurred in connection with any third-party claim brought or asserted against any of the Indemnified Parties: (a) alleging facts or circumstances that would, if true, constitute a violation of any provision of these Terms by you or (b) arising from or related to our use of your User Content in the context of the Services. You may not settle any such claim without our express written consent. This defense and indemnification obligation is intended to extend to the fullest extent permitted by applicable law and will survive these Terms and your use of the Site.


10.  TERMINATION; SURVIVAL

  1. Term. We may terminate, change, suspend, restrict or discontinue any aspect of the Site at any time if we believe you are in breach of these Terms or applicable law, or for any other reason in our discretion, without notice or liability. These Terms will terminate commensurate with the discontinuance or terminations of your Site use privileges. However, the Terms will nevertheless continue to apply and be binding upon you and any persons you represent, jointly and severally, regarding your prior access to and use of the Site and Content, and anything connected with, relating to or arising therefrom.

  2. Modification and Termination of Site and Services. We may modify or terminate the Site or the Services, your access to the Services, in part or as a whole, at any time, for any or no reason, and without notice or liability to you.

  3. Suspension or Termination. We may deny you access to all or part of the Site at any time for any reason (including if you violate these Terms, as determined in our sole and absolute discretion) or no reason at all. If we terminate for no reason your right to access the Site, we will fulfill our obligations to you related to any orders outstanding at the time of termination.

  4. Effect of Termination. If you terminate your account, you will remain liable under these Terms for any purchase made prior to termination. If we terminate your right to access the Site, these Terms will terminate and all rights you have to access the Site will immediately terminate. The following provisions will survive termination: 1.3, 1.4, 2, 4.4, 4.5, 5 through 9, 10.4, 11, and 12. 


11.  DISPUTES
You and Hive agree that any dispute that has arisen or may arise between us relating in any way to your use of or access to the Services or Site, any breach, enforcement, or termination of these Terms, or otherwise relating to Hive in any way (collectively, “Covered Matters”) will be resolved in accordance with the provisions set forth in this Section 11.

  1. Governing Law and Jurisdiction. All matters relating to the Site and these Terms and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction). 

  2. Arbitration. By using the Site, you agree that a dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Los Angeles, California before a single neutral arbitrator. The arbitration shall be administered by Judicial Arbitration and Mediation Services, Inc. (“JAMS”) pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on any award may be entered in any court having competent jurisdiction thereof. Without limiting the generality of the foregoing, in the event that any party seeks injunctive or equitable relief with respect to any actual or threatened breach of these Terms, such party may seek relief in a court of competent jurisdiction.  In the event of a dispute between or among the parties hereto that is not subject to arbitration, including as a result of your decision to opt out of the agreement to arbitrate, the parties submit to the sole and exclusive jurisdiction and venue of the state and federal courts of the State of California, County of Los Angeles, Central District.  Notwithstanding anything else in these Terms or the JAMS rules, any parties subject to this arbitration provision shall be barred from bringing or participating in any Class Action (as defined below) related to a dispute covered by this arbitration provision. However, if these Class Action restrictions are ever deemed illegal or unenforceable, they shall be severed from this arbitration provision. In that event, any Class Action shall by exempted from this arbitration provision and brought in court of competent jurisdiction, in connection therewith each of the parties consent to the sole and exclusive jurisdiction of the state and federal courts of the State of California, County of Los Angeles, Central District. For purposes of these Terms, the term “Class Action” shall mean claims brought on behalf of or allegedly representing or including other persons or entities, including but not limited to any class, consolidated, representative, collective or private attorney general action.

  3. Opt-Out. IF YOU ARE A NEW HIVE USER, YOU CAN CHOOSE TO REJECT THE AGREEMENT TO ARBITRATE PROVISION (“OPT-OUT”) BY EMAILING US AN OPT-OUT NOTICE TO: info@hivexchange.io (“OPT-OUT NOTICE”) OR VIA US MAIL TO: 1451 MIRASOL ST., LOS ANGELES, CA, 90023. THE OPT-OUT NOTICE MUST BE RECEIVED NO LATER THAN THIRTY (30) DAYS AFTER THE DATE YOU ACCEPT THESE TERMS FOR THE FIRST TIME. IF YOU ARE NOT A NEW HIVE USER, YOU HAVE UNTIL THIRTY (30) DAYS AFTER THE POSTING OF THE NEW TERMS TO SUBMIT AN ARBITRATION OPT-OUT NOTICE.

  4. Procedure. In order to opt-out, you must email your name, address (including street address, city, state, and zip code), and email address(es) associated with your Account(s) to which the opt-out applies and an unaltered digital image of a valid driver’s license which matches the name on your account to: info@hivexchange.io This procedure is the only way you can opt out of the agreement to arbitrate. If you opt out of the agreement to arbitrate, all other parts of these Terms and this Disputes Section 11 will continue to apply to you. Opting out of this agreement to arbitrate has no effect on any previous, other, or future arbitration agreements that you may have with us.

  5. WAIVER. BY AGREEING TO THESE TERMS, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO A COURT TRIAL OR TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING FILED AGAINST US AND/OR RELATED THIRD PARTIES.

  6. STATUTE OF LIMITATIONS.  REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE SITE, SERVICES, OR THE TERMS MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES OR IT WILL BE FOREVER BARRED.  THIS PROVISION DOES NOT APPLY TO RESIDENTS OF THE STATE OF NEW JERSEY.


12.  GENERAL TERMS

    1. Force Majeure. Under no circumstances shall Hive, its licensor or any of their affiliates be held liable for any delay or failure in performance resulting directly or indirectly from an event beyond its reasonable control.

    2. No Waiver; Severability. No waiver of any term of these Terms will be binding unless in writing, no waiver of any term of these Terms will be deemed a further or continuing waiver of such term or any other term, and the failure of Hive to exercise or enforce any right or remedy in these Terms does not waive that right or remedy. The provisions of these Terms are intended to extend only to the fullest extent permitted by applicable law. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms to be invalid, the parties agree that the court should endeavor to give effect, to the maximum extent permitted by law, to the parties’ intentions as reflected in the provision, and the other provisions of these Terms will remain in full force and effect.

    3. Miscellaneous. These Terms (and all policies, terms and conditions referenced herein) constitute the entire agreement between you and Hive and govern your use of the Site and Services provided by Hive, and supersede any prior agreements between you and Hive on the subject matters. You also may be subject to additional terms that may apply when you use certain Hive services or third-party content, links or websites. These Terms, and any rights or licenses granted hereunder, may not be assigned or delegated by you. These Terms, and any rights or licenses granted hereunder, may be assigned or delegated by Hive without restriction. These Terms bind and inure to the benefit of each party and the party’s successors and permitted assigns. These Terms may not be modified by an oral statement by a representative of Hive. A party’s failure or delay in exercising any right, power or privilege under these Terms will not waive its rights to exercise such right, power, or privilege in the future, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise of such right, power, or privilege, or the exercise of any other right, power, or privilege under these Terms. No agency, partnership, joint venture or employee-employer relationship is intended or created by these Terms. You agree to comply with all applicable laws in your use of the Site and Services. You agree that any agreements made by and between you and us in electronic form are as legally binding as if made in physical written form. These Terms will not be construed against the drafter. “Include(s)” or “including” means, respectively, “include(s), without limitation,” or “including, without limitation,”, unless expressly stated otherwise. If you are using the Site or Services for or on behalf of the U.S. or any other government, your license rights do not exceed those granted to non-government consumers.

    4. Use Outside the United States of America. The Site is controlled and offered by Hive from the United States of America. Hive makes no representations that the Site is appropriate for use in other locations. Those who access or use the Site from other locations do so at their own risk and are responsible for compliance with local law. You consent to the processing in the United States of America of information you provide to us.

    5. Notices and Electronic Communications. You hereby consent to receiving and transacting with us by electronic means. We may deliver notice to you by e-mail, posting a notice on the Site or any other method we choose and such notice will be effective on dispatch. If you give notice to us, it will be effective when received and you must use the following physical: 1451 Mirasol St., Los Angeles, CA, 90023 or email address: info@hivexchange.io

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