Software License Agreement of Rehive

Last updated: October 8, 2019

This Software License Agreement (the "Agreement") is between you (either an individual or an entity, referred to hereinafter as "you", "your") and Rehive Inc. and/or Rehive B.V ( referred to hereinafter as “Owner”, “we” or “us”) for the Rehive software that accompanies this Agreement, as may be updated or replaced by feature enhancements, software updates or maintenance releases, including any related explanatory written materials and files ("Documentation"), and any other add-ons or related products (together, the "Software") and any services that may be provided by Rehive under this Agreement (together, "Services").

By copying, installing, downloading, or using all or any portion of the Software, you accept all the terms and conditions of this Agreement and the Rehive Terms and Conditions (“Terms”) which can be found here. The Owner owns all intellectual property in the Software. If you do not agree to the terms of this Agreement, do not use the Software. This Agreement is enforceable against you and any legal entity that obtained the Software and on whose behalf it is used.

1.1. Any intellectual or industrial property rights, and any other exclusive rights on software or technical applications embedded in or related to Rehive are held by the Owner and/or its licensors.

1.2. Subject to your compliance with and notwithstanding any divergent provision of these Terms, the Owner merely grants you a revocable, non-exclusive, non-sublicensable and non-transferable license to use the software and/or any other technical means embedded in the Service within the scope and for the purposes of Rehive and the Service offered.

1.3. This license does not grant you any rights to access, usage or disclosure of the original source code, unless you have purchased a White-label License. All techniques, algorithms, and procedures contained in the software and any documentation thereto related is the Owner’s or its licensors’ sole property.

1.4. All rights and license grants to you shall immediately terminate upon any termination or expiration of the Agreement. Without limiting the foregoing, your failure to pay past due subscription fees will constitute a breach of the applicable subscription and of this Agreement.

1.5. Without prejudice to the above, under this license Users may download, install, use and run the software on the permitted number of devices, provided that such devices are common and up-to-date in terms of technology and market standards.

1.6. The Owner reserves the right to release updates, fixes and further developments of Rehive and/or its related software and to provide them to users for free. Users may need to download and install such updates to continue using Rehive and/or its related software.

1.7. Domain Names. Depending on your subscription with us, you may use a custom subdomain of rehive.com in connection with the Service. In all instances where the Owner provides you with a subdomain of rehive.com, the Owner retains all right, title, and interest in the subdomain. This Agreement does not grant you any property rights in or to the subdomain or any part thereto, except the limited and temporary right to use the subdomain in connection with your use of the Service.

2. White-label Software License

Provided you comply with the terms and conditions of this Agreement and have paid the applicable subscription fees associated with Rehive’s White-label License, the Owner grants you a revocable, non-exclusive, non-transferable, worldwide, limited license to install, download and use a single instance of the Software on a single website domain in a manner consistent with its designs and Documentation as further set forth below and not for purposes of resale or re-compilation, re-distribution, re-syndication, time sharing or use for the benefit of any third-party (the "License").

2.1 Limited Use. You may not transfer, rent, sublicense, assign, lease, loan, resell for profit, redistribute, encumber, publish or otherwise share the Software (or related materials based upon the Software or any part thereof) without the prior written consent of the Owner. You must not use the Software other than as permitted by the License or in a manner inconsistent with its design and Documentation.

2.2. Illegal Activity. You may not use the Software to engage in or allow others to engage in any illegal activity where the Software is accessed and/or used. You may not use the Software to engage in any activity that will violate the rights of third parties, including, without limitation, through the use, public display, public performance, reproduction, distribution, or modification of communications or materials that infringe copyrights, trademarks, publicity rights, privacy rights, other proprietary rights, or rights against defamation of third parties.

2.3. Domain Use. The Software may only be used on a single website domain. Any modification of the Software intended to circumvent the foregoing is prohibited and will result in revocation of the License. Notwithstanding the foregoing, the License may be transferred to another domain with Rehive’s prior written consent and a transfer fee subject to the Owner’s then-current fees.

2.4 Need for Content Licenses. The License provides no rights with respect to any content that may be reproduced, encoded, distributed, transmitted, performed, or otherwise used in connection with the Software. You are responsible for ensuring that any content is properly used in accordance with applicable laws and the rights of any third party with respect to such content.

2.5 Backup Copy. You may make one (1) copy of the Software in machine-readable form for backup purposes only; provided that the backup copy must include all copyright or other proprietary notices contained on the original. You may only use the backup copy if the original copy of the Software is no longer usable and the only way to use the Software is to reinstall the Software by use of the backup copy.

2.6 Test Copy. You may make one (1) additional temporary test copy for the purpose of testing code, template and database modifications. Such a test copy must not be made available to the general public at any time.

2.7 Modification of the Code. You may modify the Software source code; provided, however, you may not rent, sublicense, assign, lease, loan, resell for profit, distribute, publish or otherwise share the Software or related materials or derivative works based upon the Software or any part thereof without the prior written consent of the Owner.

2.8 Updates. "Update(s)" will mean the release of a version of the Software containing improvements, corrections, modifications, alterations, revisions, extensions, language versions, and/or enhancements to the Software and/or Documentation made during the term of this Agreement. In order to install an Update, you must possess a valid license to the previous version of the Software. Once an Update is installed, this Agreement pertains to the Updated version of the Software. We recommend you install all Updates that specifically contain bug fixes.

2.9. The Software and any authorized copies that you make are the intellectual property of and are owned by the Owner. The structure, organization, arrangement and source code of the Software are the valuable trade secrets and confidential information of the Owner. The Software is protected by law, including but not limited to the copyright laws of the United States and other countries, and by international treaty provisions. Except as expressly stated herein, this Agreement does not grant you any intellectual property rights in the Software and all rights not expressly granted are reserved by the Owner.

2.10. Should you breach this Agreement or the Terms, your right to use the Software will terminate immediately and without notice. The respective rights and obligations of the Owner and you under the provisions of Sections 2.1 ("Limited Use"), 2.4 ("Need for Content Licenses"), 2.9. ("Intellectual Property Ownership, Reservation of Rights"), shall survive expiration or termination of this Agreement and you agree to continue to be bound by those terms. Upon termination of the License, you must destroy all copies of the Software, including any Updates. Without limiting the foregoing, your failure to pay past due subscription fees will constitute a breach of the applicable subscription and of this Agreement.

3. Feedback

We may provide you with a mechanism to give us feedback, including for example feedback on usability, bug reports, test results, documentation, suggestions and ideas about the Software (together, the "Feedback"). You agree that we may use the Feedback you provide in any way, including in future modifications of the Software. You grant us a perpetual, worldwide, fully transferable, non-revocable, royalty-free right and license to make, use, modify, sell, license, create derivative works from, distribute and display any information you provide to us in the Feedback. You acknowledge that you have all rights necessary to provide the Feedback under this Agreement and acknowledge that we are in no way obligated to incorporate, use or otherwise acknowledge any Feedback that you have provided or compensate you.