Last updated 24 June 2024

SECTION A: GENERAL TERMS

INTRODUCTION

As used in these terms and conditions (the “Terms of Service”), “we”, “us”, and “Rehive” means Rehive Inc., a Delaware corporation.

Rehive offers various software products and services to help businesses create financial applications for their end users, such as for savings, payments, lending, investing, insurance, trading or more. Any such services offered by Rehive are referred to in these Terms of Service as the “Services.” Any new features or tools that are added to the current Services shall be also subject to the Terms of Service.

Rehive leverages its technology and integrations with Third-Party Financial Institutions to provide various Services, but Rehive is not a bank or licensed financial services provider. Rehive is a financial technology company, and any banking or other financial services provided to a user via the platform are provided by one or more Third-Party Financial Institutions. These institutions can be integrated either by Rehive or directly by clients. When using the platform, Rehive does not conduct any banking activities on your behalf, such as holding or transferring funds.

UNDER THESE TERMS OF SERVICE, REHIVE MAY FORWARD YOUR INFORMATION AND INSTRUCTIONS TO THIRD-PARTY FINANCIAL INSTITUTIONS OR SERVICE PROVIDERS STRICTLY AS A PASS-THROUGH, BASED ON THE INSTRUCTIONS YOU PROVIDE; REHIVE IS NOT PERMITTED TO INITIATE OR COMPLETE TRANSACTIONS, PAYMENTS, OR TRANSFERS, AS SUCH ACTIONS ARE THE SOLE RESPONSIBILITY OF THE THIRD-PARTY FINANCIAL INSTITUTIONS OR SERVICE PROVIDERS, AND REHIVE WILL NOT CONTROL, TRANSMIT, OR HOLD YOUR FUNDS AT ANY POINT.

As a condition to using the Rehive website (the “Website”) or any of the Services, you must read, agree with, and accept all of the terms and conditions contained or expressly referenced in these Terms of Service, including Rehive’s Software License Agreement and Privacy Policy, and, if applicable, the Sales Affiliate Agreement and Managed Partner Service Agreement.  By signing up for a Rehive Account, using the Website, or using any of the Services, you are agreeing to these terms.

Please carefully review the Terms of Service, including any document referred to in these Terms of Service, for the complete picture of your legal requirements. You can access the current version of the Terms of Service at any time at https://www.rehive.com/terms. Rehive reserves the right to update and change the Terms of Service by posting updates and changes on the Website. You are advised to check the Terms of Service from time to time for any updates or changes that may impact you. If you do not agree to any of these, you must immediately cease using the Services.

By using or accessing the Services or by clicking on a box or icon indicating your acceptance of these Terms of Service, you are agreeing to these Terms of Service. If you are using the Services for or on behalf of an organization, you are agreeing to these Terms of Service on behalf of that organization, and you represent and warrant that you have the authority to do so (the reference to “you” or “your” in these Terms of Service includes such organization).

DEFINITIONS

“Account” means a Rehive account created by a user on the Website.

"Account Active" means the normal status of an account with all invoices paid and in good standing, where Rehive Users have full access to their applications and the dashboard.

“Account Admin” means the password-protected internal administration page of the Account.

“Account Owner” means the individual or entity in whose name an Account is created.

“Account Setup Process” has the meaning set forth in the section entitled “Account Activation”.

"Account Restricted" means the status of an account when an invoice remains unpaid, where only the account owner can access the company at a significantly reduced functionality rate, and applications will display a 404 page to end users.

"Account Shutdown Date" means the final date on which access to the Production Project will be terminated by Rehive, as agreed upon following the Account Owner's notification of intent to shut down the project.

“Account Shutdown Procedure” means the process initiated by the Account Owner to terminate their account and associated projects. This procedure includes notifying Rehive of the intent to shut down, backing up data, communicating with end users, settling outstanding fees, and requesting data deletion. Rehive will confirm the shutdown, terminate access, and handle data deletion according to the specified timeline.

"Account Suspended" means the status of an account if the overdue invoice is not resolved or if any terms of service are breached, resulting in neither Rehive Users or Rehive End Users being able to access the account or its applications, leading to a complete loss of access.

"Account Warning" means the status of an account when an invoice is past due, where Rehive End Users can access their applications but accessing the Admin Dashboard will require a subscription payment.

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

“Active User Fees” has the meaning set forth in the section entitled “Payment of Fees”.

“Additional Fees” has the meaning set forth in the section entitled “Payment of Fees”.

"Admin Dashboard" means the password-protected interface provided by Rehive for the administration and management of a Rehive Account, accessible only to authorized Admin Accounts.

“Aggregated Statistics” means data and information related to your use of the Services that we use in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.

“API Client” means the unique Application configuration (including API Credentials) generated through the Partner Account.

“API Credentials” means the credentials that allow you to make authenticated requests to the Rehive API.

“Application” means the software application, website, interface, or any other means used to access the Rehive API using the API Credentials.

“Authorized Payment Method” has the meaning set forth in the section entitled “Payment of Fees”.

“Authorized User” means each individual who is authorized to use the Services under your Account in accordance with these Terms of Service.

“Beta Services” has the meaning set forth in the section entitled “API Usage Terms”.

“Billing Date” has the meaning set forth in the section entitled “Payment of Fees”.

“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 the section entitled “Confidentiality”.

“Content” means all content, data, and information available through the Services.

“Developer” means an individual or entity that develops, owns, or operates one of more Application(s) that access or use the Rehive API or Rehive White-label Applications.

“DMCA Notice” has the meaning set forth in the section entitled “DMCA Notice and Takedown Procedure”.

“End User” means an end user of an Application.

“End User Data” means all content, data, and information provided by End Users.

“Feedback” has the meaning set forth in the section entitled “Feedback and Reviews”.

“Fees” means, collectively, the Subscription Fees, Transaction Fees, and Active User Fees.

“Full Software License Agreement” refers to the agreement granting access to the entire Rehive codebase, including both frontend and backend components.

“KYC/KYB” refers to Know Your Customer/Know Your Business processes that financial institutions and businesses must perform to verify the identity of their clients and assess potential risks.

“Live Project” is a Production Project that has been approved and set to live by Rehive following a thorough review. This approval permits the Account to support live end users and real money transactions, provided that all required integrations with Third Party Financial Institutions and necessary regulatory licenses or partnerships with licensed financial institutions are in place.

“Materials” means the access to an Application, currencies, rewards, in-app products, and other services provided by a Rehive User to its end-user on an Application.

“Messaging Services” means the email and SMS messaging tools provided through the Services.

“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.

“Partner” means an individual or entity that has agreed to the terms of the Managed Partner Service Agreement or other written agreement with Rehive relating to access to the Rehive API or participation in the Partner Program.

“Partner Account” means a Partner Program account.

“Partner Program” means the resources made available by Rehive to Partners.

“Payment Processor” has the meaning set forth in the section entitled “Payment of Fees”.

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

“Privacy Policy” means the current version of Rehive’s privacy policy located at https://rehive.com/privacy/.

“Private API Credentials” means the API Credentials generated through the Account Admin.

“Production Project” is a project intended for live end users involving real money. A Production Project is not yet live, and transactions are not permitted until it is reviewed and signed off by the Rehive team.

“Rehive API” means all software, including routines, data structures, object classes, protocols, programs, templates, libraries and interfaces, application programming interfaces (APIs), software development kits (SDKs), developer tools, technical documentation, Updates, and other materials related to the Rehive Platform and Rehive Extensions, whether tangible or intangible, in whatever form or medium that are made available by Rehive to you.

“Rehive Contracting Party” has the meaning set forth in the section entitled “Rehive Contracting Party”.

“Rehive End User” means an end user of a Rehive-branded application.

“Rehive Platform” has the meaning set forth in the Software License Agreement.

“Rehive Subscription” means an Account Owner’s subscription to the Services.

“Rehive Support” refers to the dedicated intercom chatbot on the Rehive Website or email support available at [email protected].

“Rehive User” means each Account Owner or user of a Staff Account authorized by an Account Owner.

“Services” has the meaning set forth in the Introduction.

“Software” has the meaning set forth in the Software License Agreement.

“Software License Agreement” refers to the agreement granting limited access to the frontend mobile and web application codebase.

“Subscription Fees” has the meaning set forth in the section entitled “Payment of Fees”.

“Taxes” has the meaning set forth in the section entitled “Payment of Fees”.

“Test Project” is a test account designated for training, integrations, and testing purposes. Live end users and funds are not permitted, data is not preserved, and the system is rate-limited.

“Transaction Fees” has the meaning set forth in the section entitled “Payment of Fees”.

“Updates” means bug fixes, updates, upgrades, enhancements, modifications, and new releases or versions of the Rehive API.

“User Content” means content, data, and information shared, uploaded, or provided by a Rehive User through the Services.

“Website” means https://rehive.com.

GENERAL CONDITIONS

As a condition to using the Services, you must read, agree with, and accept all of the terms and conditions contained in these Terms of Service and in the Privacy Policy.

Technical support in respect of the Services is only provided to Rehive Users and not to Rehive End Users.
The Terms of Service shall be governed by and interpreted in accordance with U.S. federal law and the laws of the state of Delaware, without regard to principles of conflicts of laws.
You acknowledge and agree that Rehive may amend these Terms of Service at any time by posting the relevant amended and restated Terms of Service on the Website, available at https://www.rehive.com/terms and such amendments to the Terms of Service are effective as of the date of posting. Your continued use of the Services after the amended Terms of Service are posted to the Website constitutes your agreement to, and acceptance of, the amended Terms of Service. If you do not agree to any changes to the Terms of Service, do not continue to use the Services. 
You may not use the Services for any illegal or unauthorized purpose, nor may you, in the use of the Services, violate any laws in your jurisdiction (including but not limited to copyright laws), the laws applicable to you, or U.S. federal law or the laws of the state of Delaware. You will comply with all applicable laws, rules, and regulations in your use of the Services and your performance of obligations under the Terms of Service.
The API Usage Terms herein govern your access to and use of the Rehive API. You are solely responsible for the activity that occurs using your API Credentials and for keeping your API Credentials secure.
You agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the Services, use of the Services, or access to the Services without the express written permission by Rehive.
You shall not purchase search engine or other pay per click keywords (such as Google Ads), or domain names that use Rehive or Rehive trademarks and/or variations and misspellings thereof.
Questions about the Terms of Service should be sent to Rehive Support.
You understand that your User Content (not including bank account and credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Bank account and credit card information is always encrypted during transfer over networks.
The services will send certain communications to you by short message service (SMS) messaging and email (for example, mobile verification, email verification and SMS multi-factor-authentication) (the "Messaging Services"). You consent to receive applicable messages whenever you add a mobile number, email address, or multi-factor SMS authenticator to your account. Rehive will unsubscribe you from the appropriate messaging service if you modify your notification preferences (email and SMS) or reply STOP to any SMS message sent by Rehive.
The Services allow you to send certain communications to your customers by short message service (SMS) messaging and email (for example, sending transaction confirmation notifications) (the “Messaging Services”). You will only use the Messaging Services in compliance with these Terms of Service, Twilio's Acceptable Use Policy and our Acceptable Use Policy, and the laws of the jurisdiction from which you send messages, and in which your messages are received.
Rehive Users have to provide their own Messaging Services credentials for Production Projects on Rehive.
You acknowledge and agree that your use of the Services, including information transmitted to or stored by Rehive, is governed by its Privacy Policy.
All the terms and provisions of the Terms of Service shall be binding upon and inure to the benefit of the parties to the Terms of Service and to their respective heirs, successors, permitted assigns and legal representatives. Rehive shall be permitted to assign these Terms of Service without notice to you or consent from you. You shall have no right to assign or otherwise transfer the Terms of Service, or any of your rights or obligations hereunder, to any third party without Rehive’s prior written consent, to be given or withheld in Rehive’s sole discretion.
If any provision, or portion of the provision, in these Terms of Service is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision (or the unaffected portion of the provision) of the Terms of Service, and the Terms of Service will be construed as if such invalid, illegal or unenforceable provision, or portion of the provision, had never been contained within the Terms of Service.
The sections hereof entitled “Account Terms”, “End User Accounts”, “Account Suspension Procedure”, “Regulatory Compliance and Responsibilities”, “Content on Rehive”, “Content Provided by Rehive Users”, “Liability for User Content”, “Acceptable Use Policy”, “Rehive Rights”, “Confidentiality”, “Feedback and Reviews”, “Payment of Fees”, “Effect of Termination”, “Intellectual Property and Content”, “Software License”, “API Usage Terms”, “Limitation of Liability”, “Indemnification”, “Warranties and Disclaimers”, “Relationship of the Parties”, “Public Announcements”, “Notices”, “US Economic Sanctions”, “No Third Party Beneficiaries”, “Privacy and Data Protection”, “Governing Law and Dispute Resolution”, and “Force Majeure” will survive the termination or expiration of these Terms of Service.

REHIVE CONTRACTING PARTY

If the billing address of your Account is located in any country outside of the European continent, the following applies to you:

“Rehive Contracting Party” means Rehive Inc., a Delaware corporation, with offices located at 2093 Philadelphia Pike #1991, Claymont, DE19703, United States.
In the event that the Dispute Resolution provisions below are found not to apply, the parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of San Francisco County, California with respect to any dispute or claim arising out of or in connection with the Terms of Service.

If the billing address of your Account is located on the European continent, the following applies to you:

“Rehive Contracting Party” means Rehive B.V., a private company with limited liability, with its registered offices located at Keizersgracht 241, 1016 EA Amsterdam, VAT number NL 860043307B01.
In the event that the Dispute Resolution provisions below are found not to apply, you irrevocably and unconditionally agree to submit to the jurisdiction of courts of Amsterdam, which have jurisdiction to settle any disputes which may arise out of or in connection with the validity, effect, interpretation or performance of these Terms of Service and you similarly irrevocably and unconditionally waive any objection to any claim that any suit, action, or proceeding has been brought by Rehive in any other jurisdiction.

WAIVER, SEVERABILITY, COMPLETE AGREEMENT, AND ASSIGNMENT

The failure of Rehive to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision.

If any provision of the Terms of Service, including all terms and conditions and other documents it incorporates by reference (including without limitation the Privacy Policy and the Software License Agreement), is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provision of the Terms of Service shall remain in full force and effect.

The Terms of Service, including the documents it incorporates by reference, constitute the entire agreement between you and Rehive and govern your use of the Services and your Account, superseding any prior agreements between you and Rehive (including, but not limited to, any prior versions of the Terms of Service). In the event of a conflict between the Terms of Service and the Software License Agreement, the provisions of the Software License Agreement shall prevail. In the event of a conflict between the Terms of Service and the Privacy Policy, the provisions of the Privacy Policy shall prevail.

The remedies available to Rehive in these Terms of Service are cumulative and in addition to any others available to Rehive. Rehive may seek all remedies available to it at law and in equity for any violation of these Terms of Service.

These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Rehive without restriction. Any attempted transfer or assignment by you in violation hereof shall be null and void.

SECTION B: ACCOUNT MANAGEMENT

ACCOUNT TERMS

To access and use the Services, you must register for a Rehive account (an “Account”) by providing your full legal name, current address, phone number, valid email address, and any other information indicated as required. Rehive may reject your application for an Account, or cancel an existing Account, for any reason, in our sole discretion.
You must be the older of: (i) 18 years, or (ii) at least the age of majority in the jurisdiction where you reside and from which you use the Services to open an Account.
You confirm that you are receiving any Services provided by Rehive for the purposes of carrying on a business activity and not for any personal, household, or family purpose.
You acknowledge that Rehive will use the email address you provide on opening an Account or as updated by you from time to time as the primary method for communication with you.
You are responsible for keeping your password secure. Rehive cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password.
You are responsible for all activity and content such as images, graphics, written content, code, information, or data uploaded, collected, generated, stored, displayed, distributed, transmitted, or exhibited on or in connection with your Account (“User Content”).
You are responsible for complying with all applicable laws in using the Services, including, without limitation, the laws of any applicable jurisdiction regarding the provision of financial services.
You are responsible for the funds of any End User or Rehive End User to whom you provide services using the Software or Services.
You are not permitted to serve end users until your Production Projects have been approved by Rehive and set to Live. Ensure that you do not go live in Test Project mode under any circumstances.
Any breach or violation of any term in the Terms of Service, including the Software License Agreement and Privacy Policy, may result in an immediate termination of your Services, as determined in Rehive’s sole discretion.

ACCOUNT ACTIVATION

Account Owner

Subject to the provision below, the individual signing up for the Service by opening an Account will be the contracting party (the “Account Owner”) for the purposes of our Terms of Service and will be the party that is authorized to use any corresponding Account we may provide to the Account Owner in connection with the Service. You are responsible for ensuring that the legal name of the Account Owner is clearly visible on all of the Rehive Applications you use.
If you are signing up for the Services on behalf of your employer, your employer shall be the Account Owner. If you are signing up for the Services on behalf of your employer, then you must use your employer-issued email address and you represent and warrant that you have the authority to bind your employer to our Terms of Service.
Your Account can only be associated with one Account Owner. However, an Account Owner may have multiple Accounts.
Prior to Rehive beginning the delivery process associated with the Services, you must pay the relevant Subscription Fees and your Account must be activated. The relevant period of your Rehive Subscription begins upon payment of your Subscription Fees and activation of your Account, regardless of when the delivery process relating to your Account is complete or when your Application becomes available.
Account Activation is only permitting access to a Rehive Test Project. Rehive Production Projects can be added once training, integrations and necessary prerequisites are completed. Rehive Production Projects can only be set to Live once reviewed and approved by Rehive.
Upon the activation of your Account, if you have opted for White-label Hosting, you must complete the following steps (collectively, the “Account Setup Process”):

Provide the application branding information, including logos, icons and schemes as requested by Rehive.
Add the required DNS configuration on your domain provider for your custom domain as requested by Rehive.
Please note: Rehive does not provide app store management services.

Rehive warrants and represents that access to the Rehive API and Applications in test mode will be available within 24 hours of activating a subscription.

Access to the frontend codebase is available within 24 hours of activating the corresponding subscription plan where codebase access is an option under the Software License Agreement.
Access to the backend codebase is only available under a Full Software License Agreement whereby a delivery period will be agreed.
Production access is only available once approved by Rehive to transition from test to production in accordance with all terms.

If there is a delay of more than 5 business days, you may request a refund for the delay, which refund shall be no more than a pro-rata portion of the Subscription Fees for the relevant subscription period. If you do not request a refund of Subscription Fees prior to gaining the delayed access, you are waiving your right to such a refund. Please contact Rehive Support with any questions or requests relating to a refund of your Subscription Fees.

Staff Accounts

Depending on your Rehive Subscription, you may be able to create one or more staff accounts (each, a “Staff Account”) allowing other people to access the Account. With Staff Accounts, the Account Owner can set permissions and let other people work in their Account while determining the level of access by Staff Accounts to specific business information (for example, you can limit Staff Account access to customer verification on the user page or prevent Staff Accounts from making any configuration changes).
The Account Owner is responsible and liable for the acts, omissions. and defaults arising from use of Staff Accounts in the performance of obligations under these Terms of Service as if they were the Account Owner’s own acts, omissions, or defaults.
The Account Owner and the users of Staff Accounts that are authorized by an Account Owner are each referred to as a “Rehive User.”

END USER ACCOUNTS

Depending on your Rehive Subscription, you may be able to make certain Rehive-branded applications accessible to your end users (“Rehive End Users”). As a Rehive User, you acknowledge and agree to ensure that your end users comply with the following terms:

Rehive End Users must agree to terms provided by Rehive Users that are compliant with Rehive Terms.
Rehive End Users must be at least 18 years old and authorized by you (the Provider) to use the Services.
Rehive End Users are responsible for securing their End User Account and complying with all applicable laws.
Rehive End Users are not permitted to access the Services in sanctioned regions.
Prohibited activities for Rehive End Users include:

Copying, modifying, editing, or creating derivative works of the Services.
Using automated systems to access the Services.
Introducing malware or bypassing security measures.
Restricting or interfering with others' use of the Services.
Using the Services for illegal activities.

Rehive Users are responsible for managing and securing Rehive End Users’ funds, providing technical support, and ensuring content accuracy.
Rehive disclaims all liability for errors, unauthorized access, interruptions, viruses, and any content-related issues.
Rehive has no liability towards end users. Refer to the "Limitation of Liability" section for further details on Rehive's liability limitations.
Use of Rehive’s trademarks and intellectual property by Rehive End Users is prohibited without prior written permission.
Any breach of these terms by Rehive End Users may result in the termination of their End User Account.

As a Rehive User, you must ensure compliance with these terms and refer to the general Rehive Terms of Service for additional details and conditions.

ACCOUNT SUSPENSION

Rehive may temporarily or indefinitely suspend your and any Authorized User’s access to any portion or all of the Services if we reasonably determine that:

There is a threat or attack on any of Rehive's systems, including its intellectual property;
Your or any Authorized User’s use of Rehive's systems disrupts or poses a security risk to Rehive or to any other customer or vendor of Rehive, including any risk to Rehive's intellectual property;
You or any Authorized User are using Rehive's systems for fraudulent or illegal activities;
Subject to applicable law, you have ceased to continue your business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding;
Rehive’s provision of the Services to you or any Authorized User is prohibited by applicable law;
Any vendor of Rehive has suspended or terminated Rehive’s access to or use of any third-party services or products required to enable you or your Authorized Users to access the Services;
You fail to pay the fees owed to Rehive in accordance with the terms of this Agreement;
You or any Authorized User are engaging in behavior that we determine, in our sole discretion, may harm the reputation, goodwill, or legitimate business interests of Rehive;
You or any Authorized User are in breach of any other terms or policies that are part of your agreement with Rehive;
Any other reason that Rehive, in its sole discretion, deems necessary to protect the security, integrity, or availability of the Services, Rehive's business operations, or other users.

Rehive shall use commercially reasonable efforts to provide written notice of any Service Suspension to you and to provide updates regarding resumption of access to the Services following any Service Suspension.

Rehive shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured.

Rehive will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that you or any Authorized User may incur as a result of a Service Suspension.

If a resolution or concession to the issue(s) leading to suspension is not found within a reasonable period, as determined by Rehive, the account may be subject to Account Termination as outlined in Cancellation and Termination.

For more details, please refer to our Account Suspension Procedure.

ACCOUNT SUSPENSION PROCEDURE

Suspension procedures are initiated by Rehive in response to a breach of terms or unpaid invoices as described in the the Account Suspension section. The following steps outline the process and the actions required from the Rehive User to resolve the suspension.

For any stage of account suspension or restriction, the Account Owner has the option to initiate an official account shutdown. If this option is chosen, the Account Shutdown Procedure, including timelines and costs, will apply. Rehive Support will provide the necessary assistance during this process.

Suspension Warning

If an invoice is 14 days overdue, the Rehive system will automatically block access to the Admin Dashboard. Rehive End Users will continue to have access to their accounts.
The Admin Dashboard block can be lifted by:

Settling any outstanding invoices related to the account, or
Initiating an official account shutdown.

Account Restricted

If an invoice remains unpaid for more than 14 days, the account status will be changed to "Account Restricted." In this state, only the Account Owner will have access to the account with significantly reduced functionality. Applications associated with the account will display a 404 page or error message to Rehive End Users.
The Account Restriction can be lifted by either:

Settling all outstanding invoices related to the account, or
Initiating an official account shutdown.

Account Suspension

If an invoice is 30 days overdue or if any terms of service are breached, Rehive will block all access to the applicable account and related projects for all users.
The suspension can be lifted by:

Settling all outstanding invoices related to the account, or
Initiating an official account shutdown.

Making the necessary adjustments to any breached terms and conditions if Rehive, at its sole discretion, determines that continued use of the services is appropriate.

Deleting Test Projects

If an invoice is 60 days overdue, Rehive may delete test projects. This will result in the irreversible deletion of all data linked to the test project.

Closing Accounts

Account Suspension Closure: After a suspension period of 90 days, the account suspension process will close, and production projects and their linked test projects will no longer be retrievable or reactivated. Additionally, at Rehive's discretion, Account Termination may apply without further notice.
Data Archival or Delete: Unless the Account Owner follows the Account Shutdown Procedure, Rehive will decide at its own discretion to either archive or delete production project data 90 days after the account suspension closure. Data will be archived and available for legal purposes, or it will be permanently deleted without further notice, unless otherwise agreed in writing with the Account Owner.
New Projects: Once an account has been closed, to restart on Rehive, a new account and related projects must be created and configured, following the standard onboarding and white-labeling process (if applicable).

Additional Provisions

Any breach of these suspension procedures may result in additional charges or penalties as determined by Rehive.
Rehive is not liable for any data loss or damages incurred by the Account Owner or Rehive End Users as a result of the suspension.

ACCOUNT SHUTDOWN PROCEDURE

The Account Shutdown Procedures outline the steps and responsibilities for both the Account Owner and Rehive when an Account Owner decides to gracefully shut down a project. This ensures a smooth and orderly process, safeguarding data and maintaining compliance with all relevant terms and conditions.

Account Owner Responsibilities

Notification: The Account Owner must notify Rehive Support in writing of their intent to shut down the project, providing a minimum of 90 days' notice before the intended Account Shutdown Date. Fees will apply until the agreed shutdown date.
Data Backup: The Account Owner is responsible for backing up all necessary data from the project prior to the shutdown date. Data can be downloaded by performing an export via the Admin Dashboard or using the Admin API.
End User Communication: The Account Owner must inform all Rehive End Users about the project shutdown, providing any necessary instructions or support.
Settlement of Fees: The Account Owner must ensure that all outstanding Rehive Fees are settled prior to the Account Shutdown Date.
Data Deletion Request: The Account Owner must formally request data deletion after the Account Shutdown Date and successful shutdown.

Rehive Responsibilities

Confirmation: Rehive will confirm receipt of the shutdown request and provide a timeline for the shutdown process, including the final date of access termination.
Access Termination: Rehive will terminate access to the account(s) on the agreed shutdown date.
Data Deletion: Rehive will delete Production Project and Test Project data 90 days after receiving the data deletion request from the Account Owner, provided that Rehive is not legally obligated to retain the data. If data deletion is not formally requested by the Account Owner, Rehive reserves the right to either archive or delete the data at its own discretion at any time after the shutdown date and without further notice, unless otherwise agreed with the Account Owner in writing.

Additional Provisions

Any breach of these shutdown procedures may result in additional charges or penalties as determined by Rehive.
Rehive is not liable for any data loss or damages incurred by the Account Owner or Rehive End Users as a result of the account shutdown.

SECTION C: USER RESPONSIBILITIES AND CONDUCT

REGULATORY COMPLIANCE AND RESPONSIBILITIES

Rehive’s Role

Rehive provides technology infrastructure for fintech applications but is not a bank or licensed financial institution.
Rehive solely offers software services and does not manage customer funds or act as custodians of any assets.

Rehive Users’ Responsibilities

Licensing, Partnerships, and Compliance:

Rehive Users utilizing the platform are required to obtain all necessary regulatory licenses, including those related to cryptocurrency, or partner with licensed financial institutions to handle and store customer funds and provide banking or financial services.
Additionally, Rehive Users must comply with all applicable financial regulations and ensure that all financial activities are conducted legally within their licensed jurisdictions.

Integration with Third Party Financial Institutions:

Rehive may provide certain integrations out of the box to facilitate compliance and operational efficiency. However, Rehive Users are responsible for ensuring all necessary integrations are in place for their specific use cases:

KYC/KYB Processes:

Rehive User must integrate with financial infrastructure providers to manage Know Your Customer/Know Your Business (KYC/KYB) processes.

On/Off Ramps and Custody:

Rehive Users are responsible for integrating and managing on/off ramps and the custody of user funds.

Other Integrations

Rehive Users are responsible for implementing and managing other relevant integrations, including but not limited to, card issuance, bank accounts, lending, savings, brokerage, escrow, and more.

Summary of Responsibilities

Rehive facilitates the technological aspect of building fintech applications.
Rehive Users bear the responsibility for securing the appropriate licenses and partnerships.
Rehive Users must ensure compliance with all relevant financial regulations.
Production access is only available once approved by Rehive to transition from test to production in accordance with all terms.

THIRD PARTY SERVICES AND LINKS

The Services may utilize, integrate with, or contain links to third-party services or websites that are not owned or controlled by Rehive. These third-party services may include, but are not limited to, payment processors, messaging services, forex providers, card issuers, banking as a service providers, KYC/KYB providers, and other integrations essential to the functioning of your application.
Rehive has no control over and assumes no responsibility for, the content, privacy policies, or practices of any third-party services. You acknowledge and agree that Rehive shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such third-party services, content, goods, or websites.
By using the Services, you acknowledge and agree to the following:

Integration and Use: Any use of third-party services through the Rehive platform is at your own risk. You are responsible for reading and understanding the terms and conditions and privacy policies of any third-party services you use.
No Endorsement: The inclusion of any third-party service or link does not imply endorsement by Rehive. Rehive does not guarantee the availability or functionality of any third-party services.
Independent Relationships: Any interactions, transactions, or legal obligations between you and any third-party service providers are solely between you and the third party. Rehive is not responsible for any aspect of your relationship with third-party services.
Liability: Rehive disclaims all liability for any issues arising from your use of third-party services. This includes, but is not limited to, data breaches, financial loss, service outages, and any other type of damage or loss.
Support: Rehive does not provide support for third-party services. Any support needs or issues must be directed to the third-party service provider.
Third-Party Terms: You agree to comply with any terms and conditions set forth by third-party services you utilize in conjunction with the Services.

CONTENT ON REHIVE

Unless where otherwise specified or clearly recognizable, all content, data, and information provided by Rehive through the Services (the “Content”) is owned by Rehive or its licensors.

Rehive uses best efforts to ensure that the Content infringes no applicable legal provisions or third-party rights. However, it may not always be possible to achieve such a result.

If you suspect that the Services or Content may infringe upon the rights of a third party, please contact Rehive Support about this issue.

Pursuant to the Software License Agreement, Rehive holds and reserves all intellectual property rights for the Content. Rehive Users may not therefore use the Content in any way that is not necessary or implicit in the proper use of the Services.

In particular, but without limitation, Rehive Users may not copy, download, share (beyond the limits set forth below), modify, translate, transform, publish, transmit, sell, sublicense, edit, transfer/assign to third parties, or create derivative works from the content available through the Services, nor allow any third party to do so through the Rehive User or their device, even without the Rehive User’s knowledge, except as expressly permitted by the Software License Agreement.

Where explicitly stated in the Services or expressly permitted by the Software License Agreement, Rehive Users may download, copy, and/or share some content available through the Services for their sole personal and non-commercial use and provided that the copyright attributions and all the other attributions requested by Rehive are correctly implemented.

Any statutory limitations or exceptions to copyright shall remain applicable.

CONTENT PROVIDED BY REHIVE USERS

Rehive allows Rehive Users to upload, share, or provide their own content to Rehive through the Services (“User Content”).

By providing User Content to Rehive, Rehive Users are representing that they are legally allowed to do so and that they are not infringing any applicable law and/or third-party rights.

RIGHTS REGARDING CONTENT PROVIDED BY REHIVE USERS

Rehive Users acknowledge and accept that by providing their own User Content, they grant Rehive a non-exclusive, fully paid-up, and royalty-free license to process, analyze, or use such User Content solely for purposes of operating, maintaining, and improving the Services.

To the extent permitted by applicable law, Rehive Users waive any moral rights in connection with all User Content they provide to Rehive.

Rehive Users acknowledge, accept, and confirm that all User Content they provide to Rehive is provided subject to the same general conditions set forth for Content on the Services.

LIABILITY FOR USER CONTENT

Rehive Users are solely liable for any User Content they upload, post, share, or provide through the Services. Rehive Users acknowledge and accept that Rehive does not filter or moderate such content and that Rehive disclaims all liability with respect the accuracy, completeness, or propriety of any User Content.

However, Rehive reserves the right to remove, delete, block, or rectify any such User Content at its own discretion and, without prior notice, to deny the Rehive User who uploaded such User Content access to the Services in the following events:

Rehive receives any complaint based on such User Content;
Rehive receives a notice of infringement of a third party’s intellectual property rights;
upon order of a public authority; or
where Rehive is made aware that the User Content, while being accessible via the Services, may represent a risk for Rehive Users, third parties, and/or the availability of the Services.

The removal, deletion, blocking, or rectification of User Content shall not entitle Rehive Users that have provided such User Content or that are liable for it, to any claims for compensation, damages, or reimbursement.

Rehive will delete User Content upon a Rehive User’s written request. Any request received by Rehive from a Rehive End User to delete User Content will only be fulfilled with the consent of the affected Rehive User, provided, however, that Rehive will immediately (and without the consent of the affected Rehive User) delete any User Content as requested by a Rehive End User that is required to comply with applicable law. Please see our Privacy Policy for more information regarding each party’s right to retain, access, delete, and correct certain User Content.

Rehive Users agree to hold Rehive harmless from and against any claim asserted and/or damage suffered due to User Content, they provided to Rehive through the Services or due to any removal, deletion, or modification of User Content by Rehive in accordance with these Terms of Service.

ACCEPTABLE USE POLICY

The Website and the Services may only be used within the scope of their purposes, subject to these Terms of Service and applicable law.

Rehive Users are solely responsible for ensuring that their use of the Website and the Services violates no applicable law, regulations, or third-party rights.

Rehive reserves the right to take any appropriate measure to protect its legitimate interests including by denying Rehive Users access to the Website or the Services, suspending or terminating Accounts, and reporting any misconduct performed through the Website or the Services to the appropriate judicial or administrative authorities whenever Rehive Users engage or are suspected to engage in any of the following activities, as determined in Rehive’s sole discretion:

Violation of laws, regulations, and/or these Terms of Service
Infringement of any third-party rights
Impairment of Rehive’s legitimate interests
Offensive behavior or verbal or written abuse of any kind (including threats of abuse or retribution) of any Rehive User, Rehive End User, End User, or Rehive employee or contractor

SECTION D: REHIVE’S RIGHTS AND RESPONSIBILITIES

REHIVE RIGHTS

Rehive reserves the right to modify or terminate the Services for any reason, without notice at any time. Not all Services and features are available in every jurisdiction and we are under no obligation to make any Services or features available in any jurisdiction.
Prices for using the Services are subject to change upon 30 days’ notice from Rehive. Such notice may be provided at any time by posting the changes to the Website or by contacting you through your Account.
Rehive reserves the right to refuse access to any portion or all of the Services to anyone for any reason at any time.
Rehive may, but have no obligation to, suspend or terminate your Account if we determine in our sole discretion that a Rehive User associated with your Account has violated our Acceptable Use Policy or these Terms of Service or if we suspect (whether due to conviction, settlement, insurance or escrow investigation, or otherwise) that a Rehive User associated with your Account has engaged in fraudulent activity in connection with the use of the Services.
Rehive reserves the right, but do not assume any obligation, to investigate any suspected violation of these Terms of Service or any misuse of the Services or the Website. In addition, Rehive further reserves the right to report any activity, data. or persons to, and otherwise cooperate with: (i) law enforcement authorities; (ii) financial regulators, including the U.S. Securities and Exchange Commission; (iii) system administrators at Internet service providers, networks. or computing facilities; and (iv) providers and/or third-party vendors if Rehive suspect that you have violated these Terms of Service or any law, rule or regulation. You acknowledge that such reporting or cooperation may include, without limitation, providing information relating to you and/or your use of the Services, including without limitation your IP address or other identifying information, to law enforcement authorities, financial regulators, third-party providers, vendors, or system administrators. Further, Rehive may disclose any information we think necessary to comply with applicable law, regulation, subpoena or other legal process or governmental or regulatory request.
Rehive reserve the right to temporarily disable your Account if your usage significantly exceeds the average usage of other customers of the Services. Prior to taking any action, Rehive will contact the Account Owner regarding this issue, except in rare cases where the level of use may negatively impact the performance of the Services for other customers.
Rehive reserves the right to provide the Services to your competitors and to launch new products that compete with products you developed using the Services. Rehive make no promise of exclusivity in any particular market segment. You further acknowledge and agree that Rehive employees and contractors may also be Rehive Users and that they may compete with you, although they may not use your Confidential Information (as defined below) in doing so.
Rehive may monitor how you use the Services and collect Aggregated Statistics. We own all rights to these Aggregated Statistics and any related intellectual property. You acknowledge that we may compile these statistics based on your data. We might (i) share Aggregated Statistics publicly as allowed by law, and (ii) use them according to the law and our Privacy Policy.
In the event of a dispute regarding Account ownership, Rehive reserve the right to request documentation to determine or confirm your ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, your status as an employee of an entity, etc.
Rehive retains the right to determine, in our sole judgment, rightful Account ownership and transfer an Account to the rightful Account Owner. If Rehive is unable to reasonably determine the rightful Account Owner, without prejudice to our other rights and remedies, Rehive reserves the right to temporarily disable an Account until resolution has been determined between the disputing parties.
Rehive reserves the right to modify, suspend, or discontinue the Services or any part thereof at any time, with or without notice to you as outlined in the Account Suspension section. Rehive will not be liable to you or any third party for any modification, suspension, or discontinuation of the Services.

CONFIDENTIALITY

Confidential Information. Confidential Information shall include, but shall not be limited to, any and all information associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, documentation, customer lists, prospective customer lists, names, addresses, and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary, and whether relating to a party to these Terms of Service, a Rehive User, a Rehive End User, or an End User. Rehive’s Confidential Information includes all information that you receive relating to us, or to the Services, that is not known to the general public including information related to our security program and practices.
Disclosure and Use. In connection with this Agreement, each Party (as the “Disclosing Party”) may disclose or make available Confidential Information to the other Party (as the “Receiving Party”). The Receiving Party agrees to use Confidential Information solely as necessary to perform its obligations under this Agreement and to take all reasonable steps to prevent the duplication, disclosure, or use of such Confidential Information other than:

By or to its employees, agents, and subcontractors who must have access to such Confidential Information to perform the Receiving Party’s obligations and who are subject to confidentiality obligations at least as stringent as those contained herein.
As required by any law, regulation, or order of any court of proper jurisdiction, provided that the Receiving Party gives the Disclosing Party prompt written notice and uses commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment.

Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records:

was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information being disclosed or made available to the Receiving Party in connection with this Agreement;
was or becomes generally known by the public other than by the Receiving Party’s or any of its Representatives’ noncompliance with this Agreement;
was or is received by the Receiving Party on a non-confidential basis from a third party that, to the Receiving Party’s knowledge, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or
the Receiving Party can demonstrate by written or other documentary records was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.

Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall:

not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under this Agreement.
not disclose or permit access to Confidential Information other than to its Representatives who need to know such Confidential Information for the purposes of exercising the Receiving Party’s rights or performing its obligations and who are bound by confidentiality obligations at least as protective of the Confidential Information.
safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its own sensitive information and in no event less than a reasonable degree of care.
promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information and take all reasonable steps to prevent further unauthorized use or disclosure.
ensure its Representatives’ compliance with, and be responsible and liable for, any of its Representatives’ non-compliance with the terms of this Section.
Notwithstanding any other provisions of this Agreement, the Receiving Party’s obligations with respect to any Confidential Information that constitutes a trade secret under any applicable Law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under one or more such applicable Laws other than as a result of any act or omission of the Receiving Party or any of its Representatives.

Compelled Disclosures. If the Receiving Party or any of its Representatives is compelled by applicable law to disclose any Confidential Information, then, to the extent permitted by applicable law, the Receiving Party will:

Promptly notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights.
Provide reasonable assistance to the Disclosing Party in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or if, after providing the required notice and assistance, the Receiving Party remains required by law to disclose any Confidential Information, the Receiving Party will disclose only that portion of the Confidential Information that it is legally required to disclose.

Trade Secrets. Notwithstanding any other provisions of this Agreement, the Receiving Party’s obligations with respect to any Confidential Information that constitutes a trade secret under any applicable law will continue until such time as such Confidential Information ceases to qualify for trade secret protection under applicable law other than as a result of any act or omission of the Receiving Party or its Representatives.

FEEDBACK AND REVIEWS

Rehive welcomes any ideas and suggestions regarding improvements or additions to the Rehive API and the Services. If you provide any feedback (including identifying potential errors and improvements) or any review to Rehive or if you request that Rehive add a feature concerning the Rehive API or any aspects of the Services (“Feedback”), you hereby assign to Rehive all right, title, and interest in and to the Feedback. Rehive is free to use, reproduce, disclose, and otherwise exploit the Feedback, including to improve the Rehive API or the Services and to create other products and services, without attribution, payment, or restriction, including without limitation any obligation of confidentiality. Rehive will treat any Feedback as non-confidential and non-proprietary. By submitting Feedback to Rehive (whether submitted directly to Rehive or posted on any Rehive-hosted forum or page), you waive any and all rights in the Feedback and agree that Rehive is free to implement and use the Feedback if desired, as provided by you or as modified by Rehive, without obtaining permission or license from you or any third party.

For additional information regarding your rights and Rehive’s rights concerning content developed by Rehive Solution Pods, please see [[link to Solution Pod Services Agreement]].

DMCA NOTICE AND TAKEDOWN PROCEDURE

Rehive supports the protection of intellectual property and asks Rehive Users, Partners, and Developers to do the same. We will respond promptly to all notices of alleged copyright infringement. If someone believes that one of our Rehive Users, Partners, or Developers is infringing their intellectual property rights, they should send a notice to Rehive Support that (i) identifies the original copyrighted work, (ii) identifies the Materials that allegedly infringes on such work’s copyright, and (iii) is signed by the copyright holder or their agent (the “DMCA Notice”). Upon receiving the DMCA Notice, we will notify the relevant party, and we may remove or disable access to the relevant Materials. Once provided with the DMCA Notice, the relevant party can reply with a counter notification if they object to the complaint. The original complainant has 14 business days after we receive a counter-notification to seek a court order restraining the relevant party from engaging in the infringing activity, otherwise, we will restore the Materials.

RIGHTS OF THIRD PARTIES

Other than Rehive and its affiliates, Rehive Users, Rehive End Users or anyone accessing the Services pursuant to these Terms of Service, unless otherwise provided in these Terms of Service, no person or entity who is not a party to these Terms of Service shall have any right to enforce any term of these Terms of Service, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, this shall not affect the rights of any permitted assignee or transferee of these Terms of Service.

SECTION E: PAYMENTS AND FEES

PAYMENT OF FEES

Fees. You will pay the fees applicable to your Rehive Subscription for the Services (“Subscription Fees”) and any other applicable fees, including but not limited to fees related to transactions made through your Application (“Transaction Fees”), fees related to active End Users and Rehive End Users on your Application (“Active User Fees”), and fees for any additional services purchased (“Additional Fees”). Together, the Subscription Fees, Transaction Fees, Active User Fees, and Additional Fees are referred to as the “Fees”. For detailed terms and conditions regarding payments and fees, including definitions and amounts, please refer to the Pricing Schedule provided to you during commercial discussions.
Payment Method. Unless you and Rehive have otherwise agreed in writing, you must keep a valid payment method on file with us to pay for all incurred and recurring Fees. Rehive will charge applicable Fees to any valid payment method that you authorize (an “Authorized Payment Method”), and Rehive will continue to charge the Authorized Payment Method for applicable Fees until the Services are terminated, and any and all outstanding Fees have been paid in full. Unless otherwise indicated, all Fees and other charges are in U.S. dollars, and all payments shall be in U.S. currency.
Payment Processor. You hereby authorize Rehive and its authorized third-party payment processor (the “Payment Processor”) to charge the Authorized Payment Method for all Fees, and you represent and warrant that you are authorized to use and have Fees charged to such account. You also agree to comply with the Payment Processor’s service agreement, if any. If Rehive receives notice that you have violated the Payment Processor’s service agreement, Rehive may at its sole discretion take action to comply with such service agreement, including by canceling your Account and/or employing any other remedy provided by these Terms of Service.
Billing Date. Unless you and Rehive have otherwise agreed in writing, Subscription Fees are paid in advance and will be billed in 30-day, 6-month, or 12-month intervals, depending on your Rehive Subscription (each such date, a “Billing Date”). Transaction Fees, Active User Fees, and Additional Fees will be billed monthly, unless paid upfront, and will be charged from time to time at Rehive’s discretion. You will be charged on each Billing Date for all outstanding Fees that have not previously been charged. Fees will appear on an invoice, which will be sent to the Account Owner via the email provided. In addition, an invoice will appear on the Account page of the Account Admin. Rehive Users have approximately two weeks to bring up and settle any issues with the billing of any Fees.
Payment Attempts. If we are not able to process payment of Fees using an Authorized Payment Method, we will make a second attempt to process payment using any Authorized Payment Method 3 days later. If the second attempt is not successful, we will make a final attempt 3 days following the second attempt. If our final attempt is not successful, we may suspend and revoke access to your Account and the Services. Your Account will be reactivated upon your payment of any outstanding Fees, plus the Fees applicable to your next billing cycle. For detailed information on how unpaid invoices affect your access to the Services, please refer to the Account Suspension Procedure.
Late Payments. If you fail to make any payment when due, then, in addition to all other remedies that may be available to Rehive:

Rehive may charge interest on the past due amount at the rate of 1% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable Law.
You shall reimburse Rehive for all reasonable costs incurred by Rehive in collecting any late payment of amounts due or related interest, including attorneys’ fees, court costs, and collection agency fees.

INITIAL TERM AND RENEWAL

Initial Term

Monthly Subscriptions commence on the Activation Date and continue until the corresponding day of the next month (or the last day of the month if there is no such day).
Half-Yearly Subscriptions commence on the Activation Date and continue for six (6) months.
Yearly Subscriptions commence on the Activation Date and continue for twelve (12) months.
Multi-year Subscriptions commence on the Activation Date and continue for the number of years agreed upon in the Pricing Schedule.

Renewal Term

Monthly Subscriptions renew automatically each month unless terminated with ten (10) days' prior written notice before the end of the current term.
Half-Yearly Subscriptions renew automatically for six-month terms unless terminated with thirty (30) days' prior written notice before the end of the current term.
Yearly and Multi-year Subscriptions renew automatically for twelve-month terms unless terminated with thirty (90) days' prior written notice before the end of the current term.

REFUNDS

Refunds. Rehive does not provide refunds for any Subscription Fees, Transaction Fees, Active User Fees, or Additional Fees once they have been charged. This no-refund policy applies to all subscriptions and services, including partial months of service, account downgrades, and unused services. In the event of any dispute regarding fees, users are encouraged to contact Rehive support within two weeks of the billing date to resolve any issues. All sales are final, and it is the responsibility of the user to review and manage their subscription and service levels. Exceptions to this policy will only be made if required by law.

TAXES

Taxes. All Fees are exclusive of applicable federal, provincial, state, local, or other governmental taxes, if applicable or other duties, fees, or charges now in force or enacted in the future (“Taxes”).

You are responsible for all applicable Taxes that arise from or as a result of your Rehive Subscription or purchase of Rehive’s services. To the extent that Rehive charges these Taxes, they are calculated using the tax rates that apply based on the billing address associated with your Account that you provide to us. Such amounts are in addition to the Fees for such services and will be billed to your Authorized Payment Method. If you are exempt from payment of such Taxes, you must provide us with evidence of your exemption, which in some jurisdictions includes an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive evidence satisfactory to Rehive of your exemption. If you are not charged Taxes by Rehive, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.
For the avoidance of doubt, all sums payable by you to Rehive under these Terms of Service shall be paid free and clear of any deductions or withholdings whatsoever. Other than any Taxes charged by Rehive to you and remitted to the appropriate tax authorities on your behalf, any deductions or withholdings that are required by law shall be borne by you and paid separately to the relevant taxation authority. Rehive shall be entitled to charge the full amount of Fees stipulated under these Terms of Service to your Authorized Payment Method ignoring any such deduction or withholding that may be required.

Jurisdiction. You must maintain an accurate jurisdiction of incorporation on the Account page of your Account Admin. If you change jurisdictions, you must promptly update your location on the Account page of your Account Admin.

SECTION F: CANCELLATION AND TERMINATION

CANCELLATION BY ACCOUNT OWNER

You may cancel your Account and terminate the Terms of Service at any time by contacting Rehive Support and then following the specific instructions given to you.
If you have a Live Production Project, you must prepare for continued billing for 90 days to support the Account Shutdown Procedure.
For full details on the steps and responsibilities for shutting down your account, please refer to the Account Shutdown Procedure section.

TERMINATION CONDITIONS

By Rehive

Effective immediately and without notice if you fail to pay any amount due thirty (30) days from the due date.
Effective immediately and without notice if multiple late payments (three or more) occur within twelve (12) months.
Effective immediately and without notice if violations leading to suspension are not resolved.
Effective immediately and without notice if Rehive determines, in its sole discretion, that terms are breached or for any other reason, which Rehive is not obligated to disclose.

By Either Party

Effective upon written notice if the other party materially breaches the agreement and fails to cure such breach within thirty (30) days of receiving notice.
Effective upon written notice if the other party becomes insolvent, bankrupt, or undergoes similar proceedings.

General Termination

Either party may terminate with at least ninety (90) days' prior written notice.

RIGHT TO MODIFY OR TERMINATE

We reserve the right to modify or terminate the Services, the Terms of Service, and/or your Account for any reason, without notice at any time (unless otherwise required by applicable law). Termination of the Terms of Service shall be without prejudice to any rights or obligations which arose prior to the date of termination.
Without limiting any other remedies, Rehive may suspend or terminate your Account as provided in the section entitled “Rehive Rights”.

EFFECT OF TERMINATION

All rights granted to the licensee will terminate immediately.
The licensee must cease using the software and destroy all copies and confidential information within ten (10) days, certifying compliance in writing.
Access to the software, including any updates or support services, will no longer be provided.
All outstanding amounts become immediately payable within fourteen (14) days after termination.
Rehive will cease providing you with the Services, and you will no longer be able to access your Account or your Application.
Your application will be taken offline.
Unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise.
Any outstanding balance owed to Rehive for your use of the Services through the effective date of such termination will immediately become due and payable in full.
If at the date of termination of the Service there are any outstanding Fees owing by you, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.

SECTION G: INTELLECTUAL PROPERTY AND CUSTOMER CONTENT

INTELLECTUAL PROPERTY AND CONTENT

Ownership of Materials

We do not claim any intellectual property rights over the Materials you provide to the Services. All Materials you create and upload to the Services remain yours. You can remove your Materials at any time by deleting your Account.

User Rights and Permissions

By uploading Materials, you agree:

to allow other internet users to view the Materials you provide on your Application;
to allow Rehive to store, and in the case of Materials you post publicly, display and use your Materials on the Services; and
that Rehive can, at any time, review and delete any Materials submitted to the Services that do not comply with these Terms of Service or the Software License Agreement, as determined in Rehive’s sole discretion.

Ownership and Compliance

You retain ownership over all Materials that you upload to the Services; however, by making your Application accessible to third parties, you agree to allow others to view Materials that you provide on your Application. You are responsible for compliance of the Materials with any applicable laws or regulations.

License to Rehive

By using the Services, you are granting to Rehive a non-exclusive right and license to use the names, trademarks, service marks and logos associated with your Account to promote the Services.

SOFTWARE LICENSE

The Software embedded in or related to the Website and the Services is provided under a some-rights-reserved license.

This means that, depending on your Rehive Subscription, Rehive Users are granted certain rights, including but not limited to the rights to use, execute, copy, or distribute the Software, to the extent determined by such license.

The terms of such license shall always prevail upon conflicting, divergent, or inconsistent provisions of these Terms of Service.

You may find further information regarding the license terms in the Software License Agreement.

API USAGE TERMS

Access to the Rehive API

You may not use the Rehive API and may not accept the Terms of Service if

you are not of legal age to form a binding contract with Rehive, or
you are a person barred from using or receiving the Rehive API under the applicable laws of the United States or the country in which you are resident or from which you use the Rehive API.

If you are accessing or using the Rehive API on behalf of an entity, you represent and warrant that you have the authority to bind that entity to the Terms of Service and by accepting the Terms of Service, you are doing so on behalf of that entity (and all references to “you” in the Terms of Service refer to that entity).
Except in the case of Private API Credentials, in order to access and use the Rehive API, Developer must obtain an API Client by registering for a Partner Account and agreeing to and complying with the terms and conditions of the Managed Partner Service Agreement or other written agreement with Rehive relating to Developer’s access to and use of the Rehive API and participation in the Partner Program.
If you are accessing and using the Rehive API by Private API Credentials, you may only do so with the express authorization of the Account Owner for the applicable Account, and only for the purposes of providing your Application’s service to the Account Owner to whom the Private API Credentials relate.
Except as permitted herein,

you must keep the API Credentials and all login information for your Account and Partner Account secure,
you may not share the API Credentials with any third party, and
you will not access the Rehive API by any means other than the API Credentials you receive in accordance with the terms in this section. API Credentials are the exclusive property of Rehive, and your access to and use of API Credentials is at Rehive’s sole discretion.

You are not permitted to use a service provider in connection with providing your Application’s service unless they sign an agreement with you to

protect any End User Data received from Rehive (that is at least as protective as Rehive’s terms and policies),
limit their use of End User Data solely for the purpose of providing their services to your Application (and not for their own purpose or any other purpose), and
keep the End User Data secure and confidential. You must ensure that any service provider complies with these Terms of Service and any other applicable Rehive terms and policies, and you acknowledge and agree that any act or omission by a service provider amounting to a breach of these Terms of Service will be deemed to be a breach by you. If requested, you will provide a list of your service providers to Rehive or the Account Owner.

Access to certain APIs or SDKs may require a separate written agreement between Developer and Rehive.

API License

Subject to these Terms of Service, Rehive grants you a worldwide, non-exclusive, royalty-free, non-transferable, non-sublicensable, revocable, and limited license to use and make calls to the Rehive API solely in connection with developing, implementing, and distributing your Application that interoperates or integrates with the Services, and solely in the manner described in these Terms of Service and in the technical documentation contained in the Rehive API.

API Restrictions

When using the Rehive API, you will (and will ensure that your employees, agents, and service providers will):

only use the Rehive API (including SDKs) to develop and distribute Applications or content for your use or an End User’s use with the Services;
restrict disclosure of the API Credentials, or any part thereof, to your agents, employees, or service providers, who must require access to use, maintain, implement, correct, or update your Application in accordance with the Terms of Service, and who are subject to confidentiality obligations the same as or greater than those contained herein;
not distribute, sell, lease, rent, lend, transfer, assign, or sublicense any rights granted by the Terms of Service or the Software License Agreement to any third party;
not use or access the Rehive API or the Services in order to monitor the availability, performance, or functionality of the Rehive API, the Services, or any portion thereof or for any similar benchmarking purposes;
not remove or destroy any copyright notices, proprietary markings, or confidentiality notices placed upon, contained within, or associated with the Rehive API;
not engage in any activity that interferes with, disrupts, harms, damages, or accesses in an unauthorized manner the servers, security, networks, data, applications, or other properties or services of Rehive or any third party;
not circumvent technological measures intended to prevent direct database access, or manufacture tools or products to that effect;
not modify, translate, reverse engineer, disassemble, reconstruct, decompile, copy, or create derivative works of the Rehive API, End User Data, any Account, the Services, or any aspect or portion thereof, except to the extent that this restriction is expressly prohibited by applicable law and except to the extent expressly permitted by the Software License Agreement;
not bypass Rehive API restrictions for any reason, including automating administrative functions of the Account Admin;
not, except as authorized by Rehive in writing or as expressly permitted by the Software License Agreement, substantially replicate products or services offered by Rehive, including the Rehive API. Subject to the preceding sentence and the parties’ other rights and obligations under the Terms of Service (including confidentiality obligations and any restrictions on use of End User Data), each party agrees that the other party may develop and publish Applications that are similar to or otherwise compete with such party’s Applications;
not develop Applications that excessively burden the Rehive system, distribute spyware, adware, or other commonly objectionable programs;
not develop an Application whose primary purpose is to migrate Rehive Users or End Users from the Services;
not access or use the Rehive API to develop or distribute the Application in any way in furtherance of criminal, fraudulent, or other unlawful activity, or otherwise violate the Terms of Service;
not request more than the minimum amount of data from a Rehive API needed by your Application to provide the End User the intended Application functionality, or any data outside any permissions granted by the End User;
not falsify or alter any unique identifier in, or assigned to your Application, or otherwise obscure or alter the source of queries coming from an Application; and
not include code in any Application that performs any operations not related to the services provided by the Application, whether or not Developer has obtained End User consent to do so. For the avoidance of doubt, this prohibited activity includes embedding or incorporating code into any Application which utilizes the resources (including CPU resources) of another computer, including for the purposes of cryptocurrency mining.

API Limits

Rehive may set and enforce limits on your use of the Rehive API (limiting the number of requests that you may make or the number of End Users you may serve), in our sole discretion. You agree to, and will not attempt to circumvent such limitations, including those documented at https://docs.rehive.com/platform/general-usage/throttling/. If you would like to use any Rehive API beyond these limits, you must obtain Rehive’s express written consent (and Rehive may decline such request or condition acceptance on your agreement to additional terms and/or charges for that use). To seek such approval, please contact us via your Rehive Dashboard.

Open Source Software

Some of the software packages, libraries, or components required by or included in the Rehive API are or may become licensed under an open source software license (“Open Source Components”). To the limited extent that the license for Open Source Components expressly supersedes the Terms of Service, your use, reproduction, and distribution of any such Open Source Components is governed by the terms of the applicable open source software license and not these Terms of Service.

Changes to the Rehive API

Updates

Rehive reserves the right to require Developer to install or update any and all software to continue using the Rehive API and the Services. You acknowledge that Rehive may make Updates to the Rehive API from time to time, and at its sole discretion. You must implement and use the most current version of the Rehive API and to make any changes to your Application that are required as a result of such Update, at your sole cost and expense. Updates may adversely affect how your Application accesses or communicates with the Rehive API. Your continued access or use of the Rehive API following an update or modification will constitute binding acceptance of the Update.

Access and Use

We may change or discontinue the availability of some or all of the Rehive API at any time for any reason with or without notice. Such changes may include the removal of features or the requirements of fees for previously free features. We may also impose limits on certain features and services or restrict your access to some or all of the Rehive API. Your continued use of the Rehive API following a subsequent release will be deemed your acceptance of modifications.

Beta Services

From time to time, Rehive may, in its sole discretion, invite you to use, on a trial basis, pre-release or beta features that are in development and not yet available to the public (“Beta Services”). Beta Services may be subject to additional terms and conditions, which Rehive will provide to you prior to your use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered Confidential Information of Rehive and be subject to the confidentiality provisions in these Terms of Service. Rehive makes no representations or warranties that the Beta Services will function. Rehive may discontinue the Beta Services at any time in its sole discretion. Rehive will have no liability for any harm or damage arising out of or in connection with any of the Beta Services. The Beta Services may not work in the same way as a final version. Rehive may change or not release a final or commercial version of any Beta Services at our sole discretion.

FEATURES AND BUGS

We have designed the Services with care, based on our own experience and the experiences of customers who share their time and feedback. However, we make no guarantees that the Services will meet your specific requirements or expectations.
We also test all of our features extensively before shipping them. As with any software, the Services inevitably have some bugs. We track the bugs reported to us and work through priority ones, especially any related to security or privacy. Not all reported bugs will get fixed, and we don’t guarantee completely error-free Services.

SECTION H: LEGAL PROVISIONS

LIMITATION OF LIABILITY

YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REHIVE EXPRESSLY DISCLAIMS ALL LIABILITY OR RESPONSIBILITY FOR ANY:

ERRORS OR INACCURACIES IN ANY CONTENT.
ANY PROPERTY DAMAGE FROM ACCESSING OR USING THE SERVICES.
UNAUTHORIZED ACCESS TO OUR SERVERS OR PERSONAL INFORMATION.
INTERRUPTIONS OR TRANSMISSION FAILURES IN THE SERVICES.
BUGS, VIRUSES, OR SIMILAR ISSUES FROM THIRD PARTIES.
ERRORS OR OMISSIONS IN CONTENT RESULTING IN LOSS OR DAMAGE.
DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT BY THIRD PARTIES.

IN NO EVENT SHALL REHIVE (AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, AGENTS, AND AFFILIATES) BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOST PROFITS ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, YOUR ACCESS TO OR USE OF THE SERVICES OR WITH THE DELAY OR INABILITY TO ACCESS, DISPLAY, OR USE THE SERVICES; ANY COMPUTER VIRUSES, INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES FROM A THIRD PARTY OBTAINED THROUGH THE SERVICES; OR OTHERWISE ARISING OUT OF THE ACCESS TO OR USE OF THE SERVICES, WHETHER BASED ON A THEORY OF NEGLIGENCE, CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF REHIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL REHIVE (AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, AGENTS, AND AFFILIATES) BE LIABLE FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES, OR COSTS IN AN AMOUNT EXCEEDING THE TOTAL AMOUNT PAID BY YOU TO REHIVE IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $25,000, WHICHEVER IS LESS. THIS LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS OF SERVICE IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS OF SERVICE GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION.

BY USING THE SERVICES, YOU AGREE THAT REHIVE'S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

IN ADDITION, REHIVE DISCLAIMS ANY AND ALL LIABILITY FOR ANY THIRD-PARTY SERVICES OR LINKS MADE AVAILABLE THROUGH THE SERVICES. REHIVE SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH THE USE OF OR RELIANCE ON ANY SUCH CONTENT, GOODS, OR SERVICES AVAILABLE ON OR THROUGH ANY SUCH THIRD-PARTY WEBSITES OR SERVICES.

IDEMNIFICATION

You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, officers, directors, agents, employees, contractors, and providers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms of Service or the documents it incorporates by reference (including without limitation the Privacy Policy and the Software License Agreement), or your violation of any applicable law or the rights of a third party in your use of the Services.

WARRANTIES AND DISCLAIMERS

Limited Warranty

We warrant that the services provided will substantially conform in all material respects to the documentation provided, under normal use and circumstances, for the duration of the subscription term.

Disclaimer of Warranties

Except as expressly provided in this agreement, the services are provided "as is" and "as available" without warranty of any kind, either express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
We do not warrant that the services will be uninterrupted, error-free, or completely secure, nor do we make any warranty as to the results that may be obtained from the use of the services or the accuracy, reliability, or content of any information provided through the services.

No Warranty for Third-Party Services

We do not provide any warranties regarding third-party services or products that you may access or use in connection with our services.

Exclusive Remedy

Your exclusive remedy for any breach of the limited warranty shall be the correction of the deficient services, or if correction is not feasible, termination of the affected service and a refund of the pre-paid but unused fees for such service.

RELATIONSHIP OF THE PARTIES

The relationship between the Parties is that of independent contractors. Nothing contained in these Terms of Service will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

PUBLIC ANNOUNCEMENTS

Neither Party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to these Terms of Service or, unless expressly permitted under these Terms, otherwise use the other Party’s trademarks, service marks, trade names, logos, domain names, or other indicia of source, association or sponsorship, in each case, without the prior written consent of the other Party, which shall not be unreasonably delayed or withheld. However, Rehive may, without your consent, include your name and other indicia in its lists of current or former customers in promotional and marketing materials.

NOTICES

Any notice, request, consent, claim, demand, waiver, or other communication under these Terms of Service shall have legal effect only if in writing and addressed to a Party at the address or email address set forth in these Terms or to such other address or email address as either Party may from time to time specify. Notices sent in accordance with this section will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) two Business Days after the notice is sent, if sent by facsimile or email (in each case, with confirmation of transmission); and (d) on the third day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.

US ECONOMIC SANCTIONS

By using the Website and the Services, you expressly represent and warrant that your use of the Website and the Services is not contrary to applicable U.S. sanctions as set forth on the website of the U.S. Department of the Treasury's Office of Foreign Assets Control. Such use is prohibited, and we reserve the right to suspend or terminate access to the Services and the Accounts of those suspected to be in violation of this condition, as determined in Rehive’s sole discretion.

NO THIRD PARTY BENEFICIARIES

This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns. Nothing herein, express or implied, is intended to or will confer on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

PRIVACY AND DATA PROTECTION

We take many measures to protect and secure your data through backups, redundancies, and encryption. We enforce encryption for data transmission from the public Internet. There are some edge cases where we may send your data through our network unencrypted.

Rehive is firmly committed to protecting the privacy of your personal information and the personal information of your customers. By using the Website and the Services, you acknowledge and agree to Rehive’s collection, usage, and disclosure of this personal information as governed by our Privacy Policy.

Rehive employees and contractors will be given access your data for the following reasons:

To help you with support requests you make. We’ll ask for express consent before accessing your Account.
To improve and safeguard the Services. We’ll look at logs and metadata as part of our work to ensure the security of your User Content and the Services as a whole. If necessary, we may also access Accounts as part of an abuse report investigation.
To the extent required by applicable law.

We use third-party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Services. Under the California Consumer Privacy Act (“CCPA”), Rehive is a “service provider,” not a “business” or “third party,” with respect to your use of the Services. That means we process any data you share with us only for the purpose you signed up for and as described in these Terms of Service, our Privacy Policy, and our other policies. We do not retain, use, disclose, or sell any of that information for any other commercial purposes unless we have your explicit permission. By using the Services, you agree to comply with your requirements under the CCPA and not to use the Services in a way that violates the regulations.

GOVERNING LAW AND DISPUTE RESOLUTION

These Terms of Service (and any other terms or agreements referenced herein, including but not limited to the Privacy Policy and Software License Agreement), and any and all claims, disputes or other legal proceedings by or between you and Rehive, including but not limited to any claims or disputes that are in any way related to or arising out of these Terms of Service or your use of or access to the Website or the Services, shall be governed by and construed per U.S. federal law and the laws of the state of Delaware, without regard to any principles of conflicts of law.

Except as otherwise required by a non-waivable provision of applicable law, any dispute, claim, or controversy arising out of or relating to these Terms of Service 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 San Francisco, California, United States before one arbitrator. The arbitration shall be administered by JAMS according to its Comprehensive Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction in San Francisco County, California, or if such proceeding cannot be lawfully held in such location, as near thereto as applicable law permits.

FORCE MAJEURE

Rehive shall not be liable for any failure to perform its obligations hereunder where the failure results from any cause beyond Rehive’s reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation. Such causes include, but are not limited to, acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of Law or any action taken by a governmental or public authority, national or regional shortage of adequate power or telecommunications or transportation.

SECTION A: GENERAL TERMS

INTRODUCTION

DEFINITIONS

GENERAL CONDITIONS

REHIVE CONTRACTING PARTY

WAIVER, SEVERABILITY, COMPLETE AGREEMENT, AND ASSIGNMENT

SECTION B: ACCOUNT MANAGEMENT

ACCOUNT TERMS

ACCOUNT ACTIVATION

END USER ACCOUNTS

ACCOUNT SUSPENSION

ACCOUNT SUSPENSION PROCEDURE

ACCOUNT SHUTDOWN PROCEDURE

SECTION C: USER RESPONSIBILITIES AND CONDUCT

REGULATORY COMPLIANCE AND RESPONSIBILITIES

THIRD PARTY SERVICES AND LINKS

CONTENT ON REHIVE

CONTENT PROVIDED BY REHIVE USERS

LIABILITY FOR USER CONTENT

ACCEPTABLE USE POLICY

SECTION D: REHIVE’S RIGHTS AND RESPONSIBILITIES

REHIVE RIGHTS

CONFIDENTIALITY

FEEDBACK AND REVIEWS

DMCA NOTICE AND TAKEDOWN PROCEDURE

RIGHTS OF THIRD PARTIES

SECTION E: PAYMENTS AND FEES

PAYMENT OF FEES

INITIAL TERM AND RENEWAL

REFUNDS

TAXES

SECTION F: CANCELLATION AND TERMINATION

CANCELLATION BY ACCOUNT OWNER

TERMINATION CONDITIONS

RIGHT TO MODIFY OR TERMINATE

EFFECT OF TERMINATION

SECTION G: INTELLECTUAL PROPERTY AND CUSTOMER CONTENT

INTELLECTUAL PROPERTY AND CONTENT

SOFTWARE LICENSE

API USAGE TERMS

FEATURES AND BUGS

SECTION H: LEGAL PROVISIONS

LIMITATION OF LIABILITY

IDEMNIFICATION

WARRANTIES AND DISCLAIMERS

RELATIONSHIP OF THE PARTIES

PUBLIC ANNOUNCEMENTS

NOTICES

US ECONOMIC SANCTIONS

NO THIRD PARTY BENEFICIARIES

PRIVACY AND DATA PROTECTION

GOVERNING LAW AND DISPUTE RESOLUTION

FORCE MAJEURE