Terms of Service of Rehive

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

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 End User Terms of Service, Sales Affiliate Agreement, Managed Partner Service Agreement, and Solution Pod Services 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 the, you must immediately cease using the Services.

DEFINITIONS

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

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”.

“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”.

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”.

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

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

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 accesses or uses the Rehive API.

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.

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”.

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.

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 Solution Pod” means a Rehive-trained team of engineers and product managers working directly with an Account Owner to create custom-designed features of the Services.

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.

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”.

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.

ACCOUNT TERMS

  1. 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, a 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.
  2. 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.
  3. 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.
  4. 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.
  5. 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.
  6. 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”).
  7. 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.
  8. You are responsible for the funds of any End User or Rehive End User to whom you provide services using the Software or Services.
  9. 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

  1. 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.
  2. 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.
  3. Your Account can only be associated with one Account Owner. However, an Account Owner may have multiple Accounts.
  4. 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.
  5. 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”): 

    1. Provide the application branding information, including logos, icons and colour schemes as requested by Rehive.
    2. Attend the onboarding session with the Rehive Account manager and complete the configuration of your production project.
    3. Complete the sign-up and activation of a Google Play Developer account and an Apple Developer Program Account for your organization and invite [email protected] as an admin user on each of these accounts.
    4. Add the required DNS configuration on your domain provider for your custom domain as requested by Rehive.
  6. Rehive warrants and represents that it will make your Application available on the Services within 10 business days of the completion of the Account Setup Process. In the event that your Application is not made available as warranted, 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 your Application is not made available within 10 business days of the completion of the Account Setup Process and you do not request a refund of Subscription Fees prior to your Application becomes available, 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

  1. 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).
  2. 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.
  3. 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”). Rehive End Users shall be subject to the End User Terms of Service, which can be viewed at https://rehive.com/end-user-terms.

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.

  1. Technical support in respect of the Services is only provided to Rehive Users and not to Rehive End Users.
  2. 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.
  3. 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. 
  4. 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.
  5. 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.
  6. 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.
  7. 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.
  8. Questions about the Terms of Service should be sent to Rehive Support.
  9. 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.
  10. 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.
  11. You acknowledge and agree that your use of the Services, including information transmitted to or stored by Rehive, is governed by its Privacy Policy.
  12. 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.
  13. 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.
  14. The sections hereof entitled “Account Terms”, provisions (2) through (5) of “General Conditions”, “Rehive Contracting Party” , “Confidentiality”, “Limitation of Liability”, “Waiver, Severability, and Complete Agreement”, “Payment of Fees”, “Cancellation and Termination”, “Rights of Third Parties” and “Privacy and Data Protection” will survive the termination or expiration of these Terms of Service.

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.

RIGHTS REGARDING CONTENT ON REHIVE - ALL RIGHTS RESERVED

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.

REHIVE CONTRACTING PARTY

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

    1. Rehive Contracting Party” means Rehive Inc., a Delaware corporation, with offices located at 2093 Philadelphia Pike #1991, Claymont, DE19703, United States.
    2. 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.
  2. If the billing address of your Account is located on the European continent, the following applies to you:

    1. 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.
    2. 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.

REHIVE RIGHTS

  1. We reserve 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.
  2. 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.
  3. We reserve the right to refuse access to any portion or all of the Services to anyone for any reason at any time.
  4. We 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.
  5. We reserve 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, we further reserve 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 we 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, we may disclose any information we think necessary to comply with applicable law, regulation, subpoena or other legal process or governmental or regulatory request.
  6. We 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, we 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.
  7. We reserve the right to provide the Services to your competitors and to launch new products that compete with products you developed using the Services. We 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.
  8. In the event of a dispute regarding Account ownership, we 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.
  9. Rehive retains the right to determine, in our sole judgment, rightful Account ownership and transfer an Account to the rightful Account Owner. If we are 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.

CONFIDENTIALITY

  1. 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, 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.
  2. You and Rehive each agree to use Confidential Information disclosed by the other party solely as necessary for performing its obligations under these Terms of Service and in accordance with any other obligations in these Terms of Service including this section. Each party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure, or use of any such Confidential Information, other than (i) by or to its employees, agents, and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who each shall treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms of Service, provided that, if legally permitted, the receiving party shall give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information shall not include any information that the receiving party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (B) is independently developed by the receiving party without use of or reference to the other party’s Confidential Information, and without breaching any provisions of these Terms of Service; or (C) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms of Service.

LIMITATION OF LIABILITY

YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY, EXCEPT AS PROVIDED IN THE SOFTWARE LICENSE AGREEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REHIVE EXPRESSLY DISCLAIMS ALL LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF ANY CONTENT; (II) PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF YOUR ACCOUNT, THE SERVICES, OUR SERVERS AND/OR ANY AND ALL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (V) ANY PRICE CHANGE OR MODIFICATION OF THE SERVICES; (VI) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY; (VII) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; AND/OR (VIII) THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.

IN NO EVENT SHALL REHIVE (AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, AGENTS, AND AFFILIATES) BE LIABLE 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 TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN EXCESS OF THE TOTAL AMOUNT PAID BY YOU TO US IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $25,000, WHICHEVER IS LESS. THE LIMITATION OF LIABILITY REFLECTS THE ALLOCATION OF RISK BETWEEN THE PARTIES. 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. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THESE TERMS OF SERVICE WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

INDEMNIFICATION

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.

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.

INTELLECTUAL PROPERTY AND CUSTOMER CONTENT

  1. 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.
  2. By uploading Materials, you agree: (a) to allow other internet users to view the Materials you provide on your Application; (b) to allow Rehive to store, and in the case of Materials you post publicly, display and use your Materials on the Services; and (c) 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.
  3. 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.
  4. 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.

PAYMENT OF FEES

  1. 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 applicable fees relating to transactions made through your Application (“Transaction Fees”), any fees relating to active End Users and Rehive End Users on your Application (“Active User Fees”), and any fees relating to your purchase of any additional services (“Additional Fees”). Together, the Subscription Fees, Transaction Fees, Active User Fees, and Additional Fees are referred to as the “Fees”.
  2. 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.
  3. 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.
  4. 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 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.
  5. 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. You may not be able to access your Account or your Application during any period of suspension. If the outstanding Fees remain unpaid for 60 days following the date of suspension, Rehive reserves the right to terminate your Account.
  6. 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”).
  7. 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.
  8. 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.
  9. 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.
  10. Rehive does not provide refunds except as provided in the Software License Agreement and as provided in the section herein entitled “Account Activation”.

CANCELLATION AND TERMINATION

  1. 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.
  2. Upon termination of the Services by either party for any reason:

    1. Rehive will cease providing you with the Services and you will no longer be able to access your Account or your Application;
    2. unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise;
    3. 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; and
    4. your Application will be taken offline.
  3. 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.
  4. 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.
  5. Without limiting any other remedies, Rehive may suspend or terminate your Account as provided in the section entitled “Rehive Rights”.

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

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 (a) you are not of legal age to form a binding contract with Rehive, or (b) 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, (A) you must keep the API Credentials and all login information for your Account and Partner Account secure, (B) you may not share the API Credentials with any third party, and (C) 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 (A) protect any End User Data received from Rehive (that is at least as protective as Rehive’s terms and policies), (B) 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 (C) 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 services 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 which 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/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 the manner in which 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 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 in our sole discretion.

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 from 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 infringe 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.

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.

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.

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.

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 in accordance with 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 pursuant 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.

Last updated: January 25, 2020