Software License Agreement of Rehive

Last updated 22 July 2024

  1. INTRODUCTION

This Software License Agreement (the “Agreement”) effective as of the last date on the signature page hereto (the “Effective Date”), is by and between Rehive Inc., a Delaware corporation (“Licensor”), and the undersigned licensee listed on the signature page hereto (“Licensee”). Licensor and Licensee may be referred to herein collectively as the “Parties” or individually as a “Party.”

WHEREAS, Licensor desires to license the Software to Licensee; and

WHEREAS, Licensee desires to obtain a license to use the Software for its internal business purposes, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein and in the Terms of Service, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

  1. DEFINITIONS

“Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise.

“Activation Date” means the date on which Licensee pays all amounts due and owing under this Agreement for the Initial Term.

“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the direct or indirect power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

“Agreement” has the meaning set forth in the preamble.

“Authorized User” means each of the individuals authorized to use the Software according to this Agreement.

“Business Day” means a day other than a Saturday, Sunday, or other day on which commercial banks in New York City, USA, or Johannesburg, South Africa, are authorized or required by Law to be closed for business.

“Confidential Information” has the meaning set forth in Section 8.1.  

“Custom URL” has the meaning set forth in Section 3.1(b).

“Customer Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Licensee or an Authorized User through the Services.  

“Documentation” means Licensor’s end user documentation relating to the Software available at docs.rehive.com that Licensor provides or makes available to Licensee in any form or medium which describe the functionality, components, features, or requirements of the Software, including any aspect of the installation, configuration, integration, operation, or use of the Software.

“Effective Date” has the meaning set forth in the preamble.

“Fees” means the license fees payable by Licensee pursuant to Section 7.1 hereof.

“Force Majeure Event” has the meaning set forth in Section 14.10(a).

“Half-Yearly Subscription” means any subscription with respect to which Licensee pays Fees on a 6-month basis.

“Indemnitee” has the meaning set forth in Section 11.3.

“Indemnitor” has the meaning set forth in Section 11.3.

“Initial Term” has the meaning set forth in Section 12.1.

“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights Laws, and all similar or equivalent rights or forms of protection, in any part of the world.

“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

“Licensee Indemnitee” has the meaning set forth in Section 11.1.

“Licensor Indemnitee” has the meaning set forth in Section 11.2.

“Licensor IP” means the Software, the Documentation, and any and all intellectual property provided to Licensee or any Authorized User in connection with the foregoing. For the avoidance of doubt, Licensor IP includes Aggregated Statistics and any information, data, or other content derived from Licensor’s monitoring of Licensee’s access to or use of the Services, but does not include Customer Data.

“Full White-Label License” has the meaning set forth in Section 3.2.

“Losses” means all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.  

“Monthly Subscription” means any subscription with respect to which Licensee pays Fees on a monthly basis.

“Multi-year Subscription” means a subscription package offered by Licensor with the features and services as described in the Pricing Schedule, and with respect to which Licensee pays Fees on a multi-year basis.

“Open Source Components” means any software component that is subject to any open source license agreement, including any software available under the MIT License (MIT), GNU Affero General Public License (AGPL), GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), Apache License, BSD licenses, or any other license that is approved by the Open Source Initiative.

“Open Source License” has the meaning set forth in Section 3.6.

“Permitted Derivative Works” has the meaning set forth in Section 3.3.

“Person” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.

“Pricing Schedule” means the separate agreement that outlines the costs, service options, and payment terms for the software and services provided under this Agreement. The Pricing Schedule is incorporated by reference into this Agreement and may be updated periodically in accordance with the terms set forth herein.

“Privacy Policy” means Licensor’s privacy policy in the version then in effect, which can be viewed at https://rehive.com/privacy/ or a successor website address.

“Receiving Party” has the meaning set forth in Section 8.1.

“Rehive Applications” means Licensor’s Dashboard, Web App, Mobile App, Merchant SDK, and Merchant Documentation products.

“Rehive Applications Software” means the executable, object code version of each of the Rehive Applications, in the most recent version as of the Effective Date, and any Updates provided to Licensee pursuant to this Agreement.  

“Rehive Extensions” means Licensor’s Notifications, Mass Send, Rewards, Products, Conversion, Stellar Testnet, Bitcoin Testnet, Stellar Livenet, and Bitcoin Livenet products.

“Rehive Extensions Software” means the executable, object code version of each of the Rehive Extensions, in the most recent version as of the Effective Date, and any Updates provided to Licensee pursuant to this Agreement.  

“Rehive Platform Software” means the executable, object code version of the Rehive Platform, in the most recent version as of the Effective Date, and any Updates provided to Licensee pursuant to this Agreement.  

“Renewal Term” has the meaning set forth in Section 13.1.

“Representatives” means, with respect to a Party, that Party’s and its Affiliates’ employees, officers, directors, consultants, agents, independent contractors, service providers, subcontractors, and legal advisors.  

“Services” means the software-as-a-service offering with respect to each Subscription Level, as described in the Pricing Schedule. 

“Software” means the Rehive Applications Software, Rehive Extensions Software, Rehive Platform Software, Services, and Custom URLs.  

“Software License” has the meaning set forth in Section 3.1(a).

“Subscription Level” means the specific subscription tier as detailed in the Pricing Schedule.

“Term” has the meaning set forth in Section 13.2.

​​“Terms of Service” means Licensor’s terms of service, as amended from time to time, which are hereby incorporated by reference and can be viewed at https://www.rehive.com/terms or any successor website address.

“Third-Party Materials” means materials and information, in any form or medium, that are not proprietary to Licensor, including any third-party: (a) documents, data, content or specifications; (b) Open Source Components or other software, hardware or other products, facilities, equipment or devices; and (c) accessories, components, parts or features of any of the foregoing.

“Updates” means any update, upgrade, release, or other adaptation or modification of the Software, including any updated Documentation, that Licensor may provide to Licensee from time to time during the Term, which may contain, among other things, error corrections, enhancements, improvements, or other changes to the user interface, functionality, compatibility, capabilities, performance, efficiency, or quality of the Software.

“White-Label License” has the meaning set forth in Section 3.1.

  1. LICENSE GRANTS

  1. Software License.
  1. Use and Access. Subject to and conditioned on Licensee’s payment of Fees and compliance with all other terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-sublicensable, and non-transferable (except in compliance with Section 14.8) right to access and use the Services and related Documentation solely for use by Authorized Users during the Term (the “Software License”).  The service level provided in connection with the SaaS License shall be determined by the Subscription Level as set forth on in the Pricing Schedule. 
  2. Custom URLs on Rehive Domains. In connection with certain Subscription Levels and with respect to certain Rehive Applications, Licensor may provide a custom URL on Rehive domains (each, a “Custom URL”) for use by Licensee.  Subject to and conditioned on Licensee’s payment of the applicable Fees as set forth in the Pricing Schedule and compliance with all other terms and conditions of this Agreement, Licensor hereby grants to such Licensees a non-exclusive, non-sublicensable, and non-transferable (except in compliance with Section 14.8) license to access and use during the Term solely for use by Authorized Users any such Custom URLs.
  3. Suspension. Notwithstanding anything to the contrary in this Agreement, access to any portion or all of the Services may be temporarily or indefinitely suspended as outlined in the "Account Suspension" section of the Terms of Service. This includes, but is not limited to, suspensions due to threats or attacks on the intellectual property, security risks, fraudulent or illegal activities, or failure to pay Fees. Please refer to the General Terms of Service for detailed procedures and conditions related to account suspensions.
  1. White-Label License. Subject to and conditioned on payment of the applicable Fees as set forth in the Pricing Schedule and compliance with all other terms and conditions of this Agreement, Licensor hereby grants to Licensees and Authorized Users a non-exclusive, non-sublicensable, and non-transferable (except in compliance with Section 14.8) license to access, use, copy, modify, adapt, translate, enhance, or prepare derivative works or improvements (each, a “Permitted Derivative Work”) of the Rehive Applications Software and related Documentation during the Term (the “White-Label License”). Access to various codebase licenses and the related fees are detailed in the Pricing Schedule. 
  2. Full White-Label License. With respect solely to Licensees with Multi-Year Enterprise Subscriptions, and subject to and conditioned on payment of the applicable Fees as set forth in the Pricing Schedule and compliance with all other terms and conditions of this Agreement, Licensor hereby grants to such Licensees and to Authorized Users of such Licensees a non-exclusive, non-sublicensable, and non-transferable (except in compliance with Section 14.8) license to access, use, copy, modify, adapt, translate, enhance, or prepare Permitted Derivative Works of the Rehive Platform Software, Rehive Extensions Software, Rehive Applications Software, and related Documentation both during and after the Term (the “Full White-Label License”).  Pursuant to Section 5, Updates to the Software shall be provided to Licensees with a Full White-Label License solely during the Term.
  3. Derivative Works.  Licensor shall be the sole and exclusive owner of all right, title, and interest in and to Permitted Derivative Works created under the White-Label License or Full White-Label License, including all Intellectual Property Rights relating thereto, and any such Permitted Derivative Works are deemed Rehive Applications Software for all purposes under this Agreement. Notwithstanding anything herein to the contrary, Licensee shall not, and shall not permit any other Person to, use the Rehive Applications Software and related Documentation
  1. to create derivative works or improvements in which any party other than Licensor or Licensee holds Intellectual Property Rights,
  2. to create derivative works or improvements that are designed to allow users other than Authorized Users of such derivative works to modify, correct, adapt, translate, enhance, or otherwise prepare derivative works or improvements of any such derivative works; or
  3. to rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Permitted Derivative Works to any third party.
  1. Scope of Licensed Access and Use. The total number of Authorized Users who may use the Software on Licensee’s network or who may remotely access and use the Software from any other device may not exceed the number set forth beside “Active Users” for the applicable Subscription Level in the Pricing Schedule. , except as expressly agreed to in writing by the Parties and subject to any appropriate adjustment of the Fees payable hereunder. With respect to the Full White-Label License, any Representative of a Licensee shall be an Authorized User, provided that Licensor may request written evidence thereof at any time and may terminate the use or access to the Software of any Person for which Licensee fails to provide such evidence.
  2. Open Source Licenses. The Software includes Open Source Components licensed under the MIT License, Apache License 2.0, the 3-Clause BSD License, and other similar licenses, a copy of each of which can be found at opensource.org/licenses (each, an “Open Source License”). Any use of the Open Source Components by Licensee is governed by, and subject to, the terms and conditions of the applicable Open Source Licenses.
  3. Security Measures. The Software may contain technological measures designed to prevent unauthorized or illegal use of the Software. Licensee acknowledges and agrees that:
  1. Licensor may use these and other lawful measures to verify Licensee’s compliance with the terms of this Agreement and enforce Licensor’s rights, including all Intellectual Property Rights, in and to the Software;
  2. Licensor may deny any person access to and/or use of the Software if Licensor, in its sole discretion, believes that person’s use of the Software would violate any provision of this Agreement, regardless of whether Licensee designated that person as an Authorized User; and
  3. Licensor and its Representatives may collect, maintain, process and use diagnostic, technical, usage and related information, including information about Licensee’s computers, systems and software, that Licensor may gather periodically to improve the performance of the Software or develop Updates. This information will be treated in accordance with Licensor’s Privacy Policy.

  1. LICENSE RESTRICTIONS

Except as expressly permitted by this Agreement, and subject to Section 3.6 with respect to Open Source Components, Licensee shall not, and shall not permit any other Person to:

  1. copy the Software, in whole or in part;
  2. modify, correct, adapt, translate, enhance, or otherwise prepare derivative works or improvements of any Software;
  3. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software to any third party;
  4. reverse engineer, disassemble, decompile, decode, or adapt the Software, or otherwise attempt to derive or gain access to the source code of the Software, in whole or in part;
  5. bypass or breach any security device or protection used for or contained in the Software or Documentation;
  6. remove, delete, efface, alter, obscure, translate, combine, supplement, or otherwise change any trademarks, terms of the Documentation, warranties, disclaimers, or Intellectual Property Rights, proprietary rights or other symbols, notices, marks, or serial numbers on or relating to any copy of the Software or Documentation;
  7. use the Software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any Person, or that violates any applicable Law;  
  8. use the Software for purposes of: (i) benchmarking or competitive analysis of the Software; (ii) developing, using, or providing a competing software product or service; or (iii) any other purpose that is to Licensor’s detriment or commercial disadvantage;
  9. use the Software in or in connection with the design, construction, maintenance, operation, or use of any hazardous environments, systems, or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the Software could lead to personal injury or severe physical or property damage; or
  10. use  
  1. the Software or Documentation other than for the uses permitted herein or in any manner or for any purpose or application not expressly permitted by this Agreement or
  2. any Open Source Components in any manner or for any purpose or application not expressly permitted by the controlling Open Source License.

  1. TRIAL PERIOD

Licensee shall have fourteen (14) days following the Effective Date (the “Trial Period”) to use the Services and Software provided at the applicable Subscription Level without payment to Licensor of any Fees. During the Trial Period, the provisions of this Software License Agreement and any access to source code shall not apply. Following such Trial Period, this Agreement shall immediately terminate unless Licensee pays the Fees associated with the Subscription Level by the terms specified.

  1. UPDATES

During the Term, Licensor will provide Licensee with all Updates (including updated Documentation) that Licensor may, in its sole discretion, make generally available to its licensees at no additional charge. All Updates provided by Licensor to Licensee are deemed Software. Licensee will install all Updates as soon as practicable when such Updates are made available.  

  1. FEES AND PAYMENT

  1. License Fees. Licensee shall pay Licensor the applicable Fees as set forth in the Pricing Schedule provided during commercial discussions and in accordance with the terms of the Rehive Terms of Service (the “Terms of Service”).
  2. Payment Method and Processor. Payment methods and processors will follow the procedures outlined in the Terms of Service. Licensee agrees to keep a valid payment method on file and authorizes the use of the Authorized Payment Method for all Fees.
  3. Billing Date and Payment Attempts. Billing intervals, attempts, and procedures will follow those specified in the Terms of Service. Licensee will be billed according to the intervals agreed upon and detailed in the Terms of Service.
  4. Taxes. All Fees and other amounts payable by Licensee are exclusive of applicable taxes, as detailed in the Terms of Service. Licensee is responsible for all applicable taxes and must comply with the tax-related obligations specified therein.
  5. Late Payment. In the event of a late payment, Licensor may charge interest on the past due amount and take other actions as specified in the Rehive Terms of Service. Licensee shall reimburse Licensor for all reasonable costs incurred in collecting any late payment, including attorneys’ fees, court costs, and collection agency fees. Additionally, Licensor may: (i) disable Licensee’s use of the Software (including by means of a disabling code, technology, or device); (ii) withhold, suspend, or revoke its grant of a license hereunder; and/or (iii) terminate this Agreement under Section 13.3(a) or Section 13.3(b), as applicable.
  6. No Deductions or Setoffs. All amounts payable to Licensor shall be paid in full without any deductions or withholdings, as detailed in the Rehive Terms of Service.
  7. Refunds. Rehive's refund policy, as specified in the Rehive Terms of Service, applies to all Fees. Rehive does not provide refunds once Fees have been charged, except as required by law.

  1. CONFIDENTIALITY

The confidentiality obligations of the Parties under this Software License Agreement shall be governed by the Confidentiality section of the Rehive Terms of Service, which is hereby incorporated by reference. For the purposes of this Agreement:

  1. Confidential Information. Any and all information disclosed under this Agreement shall be considered Confidential Information as defined in the Terms of Service.
  2. Disclosure and Use. The Receiving Party agrees to use Confidential Information solely as necessary to perform its obligations under this Agreement, as specified in the Rehive Terms of Service.
  3. Exclusions. Confidential Information does not include information that falls under the exclusions listed in the Rehive Terms of Service.
  4. Protection of Confidential Information. The Receiving Party shall protect Confidential Information in accordance with the standards set forth in the Rehive Terms of Service.
  5. Compelled Disclosures. If the Receiving Party is compelled by law to disclose any Confidential Information, it shall follow the procedures outlined in the Rehive Terms of Service.
  6. Trade Secrets. The Receiving Party's obligations with respect to any Confidential Information that constitutes a trade secret under any applicable law will continue as specified in the Terms of Service.

  1. INTELLECTUAL PROPERTY RIGHTS

  1. Intellectual Property Ownership. Licensee acknowledges and agrees that:  
  1. the Services, Custom URLs, Software, and Documentation are licensed, not sold, to Licensee by Licensor;
  2. Licensee does not have under or in connection with this Agreement any ownership interest in the Services, Custom URLs, Software, or Documentation, or in any related Intellectual Property Rights, except as expressly provided herein;
  3. Licensor is the sole and exclusive owner of all right, title, and interest in and to the Services, Custom URLs, Software, and Documentation, including all Intellectual Property Rights relating thereto, subject only to the rights of third parties in Open Source Components and the limited license granted to Licensee under this Agreement; and
  4. to the extent that Licensee has created derivative works or patent improvements based on the Services, Custom URLs, Software, or Documentation and such works or improvements are not Permitted Derivative Works, Licensee hereby unconditionally and irrevocably assigns to Licensor or Licensor’s designee, its entire right, title, and interest in and to any Intellectual Property Rights that Licensee may now or hereafter have in such derivative works or patent improvements relating to the Services, Software, or Documentation, whether held or acquired by operation of law, contract, assignment or otherwise.
  1. Licensee Cooperation and Notice of Infringement. Licensee shall, during the Term:
  1. take all commercially reasonable measures to safeguard the Services, Software, and Documentation (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access;
  2. at Licensor’s expense, take all such steps as Licensor may reasonably require to assist Licensor in maintaining the validity, enforceability and Licensor’s ownership of the Intellectual Property Rights in the Services, Software, and Documentation;
  3. promptly notify Licensor in writing if Licensee becomes aware of: (i) any actual or suspected infringement, misappropriation or other violation of Licensor’s Intellectual Property Rights in or relating to the Services, Software, or Documentation; or (ii) any claim that the Services, Software, or Documentation, including any production, use, marketing, sale, or other disposition of the Services, Software, or Documentation, in whole or in part, infringes, misappropriates, or otherwise violates the Intellectual Property Rights or other rights of any Person; and
  4. fully cooperate with and assist Licensor in all reasonable ways in the conduct of any Action by Licensor to prevent or abate any actual or threatened infringement, misappropriation, or violation of Licensor’s rights in, and to attempt to resolve any Actions relating to, the Services, Software, or Documentation, including having Licensee’s employees testify when requested and making available for discovery or trial relevant records, papers, information, samples, specimens and the like.  
  1. Feedback. If Licensee or any of its employees, contractors, or agents sends or transmits any communications or materials to Licensor by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, Software, or Documentation, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Licensor is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Licensee hereby assigns to Licensor on Licensee’s behalf, and on behalf of its employees, contractors, and/or agents, all right, title, and interest in, and Licensor is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Licensor is not required to use any Feedback.
  2. Reservation of Rights. Licensor reserves all rights not expressly granted to Licensee in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Licensee, an Authorized User or any third party any Intellectual Property Rights or other right, title, or interest in or to the Services, Software, or Documentation.

  1. REPRESENTATIONS AND WARRANTIES

  1. Mutual Representations and Warranties. Each Party represents, warrants, and covenants to the other Party that:
  1. it is duly organized, validly existing and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization;
  2. it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, and authorizations it grants and is required to grant under this Agreement;
  3. the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such Party; and
  4. when executed and delivered by both Parties, this Agreement will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.
  1. Limited Warranty. Subject to the limitations and conditions set forth in Section 10.3 and 10.4, Licensor warrants to Licensee that the Services and Software will substantially conform in all material respects to the Documentation, when installed, operated, and used as recommended in the Documentation and in accordance with this Agreement.
  2. Licensee Requirements. The limited warranty set forth in Section 10.2 applies only if Licensee: (a) notifies Licensor in writing of the warranty breach within 10 days of discovering such breach; (b) has promptly installed all Updates to the Software that Licensor previously made available to Licensee; and (c) as of the date of notification, is in compliance with all terms and conditions of this Agreement (including the payment of all Fees then due and owing).
  3. Exceptions. Notwithstanding any provisions to the contrary in this Agreement, the limited warranty set forth in Section 10.2 does not apply to problems arising out of or relating to:
  1. Software, or the media on which it is provided, that is modified or damaged by Licensee or its Representatives, any Derivative Works, or any Permitted Derivative Works;
  2. any operation or use of, or other activity relating to, the Software other than as specified in the Documentation, including any incorporation in the Software of, or combination, operation or use of the Software in or with, any technology (including any software, hardware, firmware, system, or network) or service not specified for Licensee’s use in the Documentation;
  3. Licensee’s or any third party’s negligence, abuse, misapplication, or misuse of the Services and/or Software, including any use of the Software other than as specified in the Documentation;
  4. Licensee’s failure to promptly install all Updates that Licensor has previously made available to Licensee;
  5. the operation of, or access to, Licensee’s or a third party’s system or network;
  6. any Open Source Components, beta software, software that Licensor makes available for testing or demonstration purposes, temporary software modules or software for which Licensor does not receive a license fee;
  7. Licensee’s material breach of any provision of this Agreement; or
  8. any other circumstances or causes outside of the reasonable control of Licensor (including abnormal physical or electrical stress).
  1. Remedial Efforts. If Licensor breaches, or is alleged to have breached, the limited warranty set forth in Section 10.2, Licensor may, at its sole option and expense, take any of the following steps to remedy such breach:
  1. amend, supplement, or replace any incomplete or inaccurate Documentation;
  2. repair the Services and/or Software, as applicable; and/or
  3. replace the Services and/or Software with functionally equivalent services or software (which services or software will, on its replacement, constitute Services or Software hereunder, as applicable).

The remedies set forth in this Section 10.5 are Licensee’s sole remedies and Licensor’s sole liability under the limited warranty set forth in Section 10.2.

  1. DISCLAIMER OF WARRANTIES. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 10.2, ALL LICENSED SERVICES, SOFTWARE, DOCUMENTATION AND OTHER PRODUCTS, INFORMATION, MATERIALS, AND SERVICES PROVIDED BY LICENSOR ARE PROVIDED “AS IS.” LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, LICENSOR MAKES NO WARRANTY OF ANY KIND THAT THE LICENSED SOFTWARE OR DOCUMENTATION, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET LICENSEE’S OR OTHER PERSONS’ REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEMS, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. ALL OPEN SOURCE COMPONENTS AND OTHER THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY OF THEM IS STRICTLY BETWEEN LICENSEE AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF SUCH OPEN SOURCE COMPONENTS AND THIRD-PARTY MATERIALS.

  1. INDEMNIFICATION

  1. Licensor Indemnification. Licensor shall indemnify, defend, and hold harmless Licensee and Licensee’s officers, directors, employees, agents, successors and permitted assigns (each, a “Licensee Indemnitee”) from and against any and all Losses incurred by the Licensee Indemnitee resulting from any Action by a third party that the Services, Software, or Documentation, or any use of the Services, Software, or Documentation in accordance with this Agreement, infringes or misappropriates such third party’s US patents, copyrights, or trade secrets. This Section 11.1 does not apply to the extent that the alleged infringement arises from:
  1. Open Source Components or other Third-Party Materials;
  2. combination, operation, or use of the Services or Software in or with, any technology (including any software, hardware, firmware, system, or network) or service not provided by Licensor or specified for Licensee’s use in the Documentation;
  3. modification of the Software other than by Licensor or its contractor in connection with this Agreement;  
  4. use of any version of the Software other than the most current version or failure to timely implement any Update made available to Licensee by Licensor;
  5. use of the Services or Software after Licensor’s notice to Licensee of such activity’s alleged or actual infringement, misappropriation, or other violation of a third party’s rights;  
  6. negligence, abuse, misapplication, or misuse of the Services, Software, or Documentation by or on behalf of Licensee, Licensee’s Representatives, or a third party;
  7. use of the Services, Software, or Documentation by or on behalf of Licensee that is outside the purpose, scope, or manner of use authorized by this Agreement or in any manner contrary to Licensor’s instructions;  
  8. events or circumstances outside of Licensor’s commercially reasonable control (including any third-party hardware, software, or system bugs, defects, or malfunctions); or
  9. Third-Party Claims or Losses for which Licensee is obligated to indemnify Licensor pursuant to Section 11.2.
  1. Licensee Indemnification. Licensee shall indemnify, defend, and hold harmless Licensor and its Affiliates, and each of its and their respective officers, directors, employees, agents, subcontractors, successors and permitted assigns (each, a “Licensor Indemnitee") from and against any and all Losses incurred by the Licensor Indemnitee resulting from any Action by a third party:  
  1. that any Intellectual Property Rights or other right of any Person, or any Law, is or will be infringed, misappropriated, or otherwise violated by any:
  1. use or combination of the Services or Software by or on behalf of Licensee or any of its Representatives with any hardware, software, system, network, service, or other matter whatsoever that is neither provided by Licensor nor authorized by Licensor in this Agreement and the Documentation; and
  2. information, materials, or technology directly or indirectly provided by Licensee or directed by Licensee to be installed, combined, integrated, or used with, as part of, or in connection with the Services, Software, or Documentation;
  1. relating to facts that, if true, would constitute a breach by Licensee of any representation, warranty, covenant, or obligation under this Agreement;
  2. relating to gross negligence, abuse, misapplication, misuse or more culpable act or omission (including recklessness or willful misconduct) by or on behalf of Licensee or any of its Representatives with respect to the Services, Software, or Documentation or otherwise in connection with this Agreement; or
  3. relating to use of the Services, Software, or Documentation by or on behalf of Licensee or any of its Representatives that is outside the purpose, scope. or manner of use authorized by this Agreement or the Documentation, or in any manner contrary to Licensor’s instructions.  
  1. Indemnification Procedure. Each Party shall promptly notify the other Party in writing of any Action for which such Party believes it is entitled to be indemnified pursuant to Section 11.1 or Section 11.2. The Party seeking indemnification (the “Indemnitee”) shall cooperate with the other Party (the “Indemnitor”) at the Indemnitor’s sole cost and expense. The Indemnitor shall promptly assume control of the defense and investigation of such Action and shall employ counsel of its choice to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Action without the Indemnitee’s prior written consent.  If the Indemnitor fails or refuses to assume control of the defense of such Action, the Indemnitee shall have the right, but no obligation, to defend against such Action, including settling such Action after giving notice to the Indemnitor, in each case in such manner and on such terms as the Indemnitee may deem appropriate. The Indemnitee’s failure to perform any obligations under this Section 11.3 will not relieve the Indemnitor of its obligations under this Section 11, except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure.
  2. Mitigation. If the Services or Software, or any part of the Services or Software, is, or in Licensor’s opinion is likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party Intellectual Property Right, or if Licensee’s use of the Services or Software is enjoined or threatened to be enjoined, Licensor may, at its option and sole cost and expense:  
  1. obtain the right for Licensee to continue to use the Services or Software as contemplated by this Agreement;  
  2. modify or replace the Services or Software, in whole or in part, to seek to make the Services or Software non-infringing, while providing materially equivalent features and functionality, and such modified or replacement services or software will constitute Services or Software under this Agreement, as applicable; or
  3. if none of the remedies set forth in the above Section 11.4(a) or Section 11.4(b) is reasonably available to Licensor, terminate this Agreement, in its entirety or with respect to the affected part or feature of the Services or Software, effective immediately on written notice to Licensee, in which event:
  1. Licensee shall cease all use of the Services, Software, and Documentation immediately on receipt of Licensee’s notice; and
  1. Sole Remedy. THIS SECTION 10 SETS FORTH LICENSEE’S SOLE REMEDIES AND LICENSOR’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES, SOFTWARE, OR DOCUMENTATION OR ANY SUBJECT MATTER OF THIS AGREEMENT INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.  

  1. LIMITATIONS OF LIABILITY

  1. EXCLUSION OF DAMAGES. IN NO EVENT WILL LICENSOR, OR ANY OF ITS LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY (a) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES OR PROFITS, (b) LOSS OF GOODWILL OR REPUTATION, (c) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY LICENSED SOFTWARE OR OPEN SOURCE COMPONENTS OR OTHER THIRD-PARTY MATERIALS, (d) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY, (e) COST OF REPLACEMENT GOODS OR SERVICES, OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, IN EACH CASE REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
  2. CAP ON MONETARY LIABILITY. IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNTS PAID AND AMOUNTS ACCRUED BUT NOT YET PAID TO EITHER PARTY UNDER THIS AGREEMENT IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $25,000, WHICHEVER IS LESS. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.  

  1. TERM AND TERMINATION

  1. Initial and Renewal Term: The initial term and renewal conditions for subscriptions are governed by the Rehive Terms of Service. Monthly, Half-Yearly, Yearly, and Multi-year Subscriptions commence on the Activation Date and renew automatically unless terminated with the required prior written notice as specified in the Rehive Terms of Service.
  2. Termination Conditions:
  1. This Software License Agreement may be terminated in accordance with the termination conditions outlined in Section F of the General Terms of Service.
  1. Effect of Termination:
  1. Upon termination, all rights granted to you under this Software License Agreement will immediately cease, and you must stop using the software.
  2. You are required to destroy all copies of the software in your possession and certify compliance in writing to Rehive within ten (10) days of termination.
  3. Access to the software, including any updates or support services, will no longer be provided.
  1. Surviving Terms. The provisions set forth in the following sections, and any other right, obligation or provision under this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: Section 2, Section 3.4, Section 4, Section 7, Section 8, Section 9, Section 10.6, Section 11, Section 12, Section 13.3, this Section 13.4, and Section 14.

  1. MISCELLANEOUS

  1. Further Assurances. On a Party’s reasonable request, the other Party shall, at the requesting Party’s sole cost and expense, execute and deliver all such documents and instruments, and take all such further actions, as may be necessary to give full effect to this Agreement.
  2. Relationship of the Parties. The relationship between the Parties is governed by the "Relationship of the Parties" section in the Rehive Terms of Service.
  3. Public Announcements. Public announcements and the use of trademarks are governed by the "Public Announcements" section in the Rehive Terms of Service.
  4. Notices. The procedures for notices are governed by the "Notices" section in the Rehive Terms of Service.
  5. Interpretation. For purposes of this Agreement: (a) the words “include,” “includes” and “including” are deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, references in this Agreement: (x) to sections, exhibits, schedules, attachments, and appendices mean the sections of, and exhibits, schedules, attachments, and appendices to this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The Parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The exhibits, schedules, attachments, and appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein.
  6. Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.
  7. Entire Agreement. This Agreement, together with the Privacy Policy and the Terms of Service, which are hereby incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.  In the event of a conflict between the provisions of this Agreement and the Privacy Policy, the provisions of the Privacy Policy shall govern, and in the event of a conflict between the provisions of this Agreement and the Terms of Service, the provisions of the Terms of Service shall govern.  
  8. Assignment. Licensee shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Licensor's prior written consent. No assignment, delegation, or transfer will relieve Licensee of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section 14.8 is void. This Agreement is binding on and inures to the benefit of the Parties hereto and their respective successors and permitted assigns.
  9. Export Regulation. The Software may be subject to US export control laws, including the US Export Control Reform Act and its associated regulations. Licensee will not directly or indirectly, export, re-export, or release the Software to, or make the Software accessible from, any country, jurisdiction or Person to which export, re-export, or release is prohibited by applicable Law. Licensee will comply with all applicable Laws and complete all required undertakings (including obtaining any necessary export license or other governmental approval) prior to exporting, re-exporting, releasing, or otherwise making the Software available outside the US.  
  10. Force Majeure. The obligations of the Parties under this Agreement are subject to the Force Majeure provisions as detailed in the Rehive Terms of Service.
  11. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their successors and permitted assigns. No third party shall have any rights or benefits under this Agreement, as specified in the Rehive Terms of Service.
  12. Amendment and Modification; Waiver. Licensor reserves the right to amend or modify this Agreement at any time, and such amendments or modifications will be effective upon notice to Licensee, which may be provided by email or through the Services. No waiver by any Party of any of the provisions hereof is effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
  13. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. On such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
  14. Governing Law. This Agreement, and any disputes arising from it, are governed by U.S. federal law and Delaware state law. Disputes will be resolved through binding arbitration in San Francisco, California, per the Rehive Terms of Service.
  15. Dispute Resolution. Any dispute arising from this Agreement will be resolved as outlined in the Governing Law and Dispute Resolution section of the Rehive Terms of Service.
  16. Equitable Relief. Licensee acknowledges and agrees that a breach or threatened breach by Licensee of any of its obligations under Section 3.7, Section 7, Section 8, Section 9, or Section 11 of this Agreement would cause Licensor irreparable harm for which monetary damages would not be an adequate remedy and that, in the event of such breach or threatened breach, Licensor will be entitled to equitable relief, including in a restraining order, an injunction, specific performance, and any other relief that may be available from any court of competent jurisdiction, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
  17. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.