1. Definitions

1.1 In addition to the terms defined in other sections of the Terms, which shall have their respective meanings set forth therein, the following terms have their meanings set forth below:

“Content” means image, video, audio, text and data files.

“Customer-Provided Content” means the information and Content submitted by you (e.g., images, videos, text inputs and prompts from you), other than Demo Content, for use or analysis by a Service.

“Demo Content” means the information and Content submitted by you (e.g., images, videos, text inputs and prompts from you) to any Demo Service.

“Developed IP” means any inventions, improvements, modifications, enhancements, derivatives, compositions, discoveries, know-how, processes, methodologies, formulas, designs and works of authorship or other intellectual property discovered or created by Company or its employees, agents or contractors in the course of providing Services; provided, that Developed IP shall not include Customer-Provided Content or Generated Content.

“Hive Content” means any and all information and Content, other than Customer-Provided Content, Demo Content and Generated Content, that is output from, made available on or by, or used by Hive, the Sites or Hive Services.

“Personal Data” means any data that is deemed personal data or personal information (or other analogous variations of such terms) under and subject to any data protection law or regulation applicable to such data, including Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 and the California Consumer Privacy Act.

1. Definitions

1.1 In addition to the terms defined in other sections of the Terms, which shall have their respective meanings set forth therein, the following terms have their meanings set forth below:

“Content” means image, video, audio, text and data files.

“Customer-Provided Content” means the information and Content submitted by you (e.g., images, videos, text inputs and prompts from you), other than Demo Content, for use or analysis by a Service.

“Demo Content” means the information and Content submitted by you (e.g., images, videos, text inputs and prompts from you) to any Demo Service.

“Developed IP” means any inventions, improvements, modifications, enhancements, derivatives, compositions, discoveries, know-how, processes, methodologies, formulas, designs and works of authorship or other intellectual property discovered or created by Company or its employees, agents or contractors in the course of providing Services; provided, that Developed IP shall not include Customer-Provided Content or Generated Content.

“Hive Content” means any and all information and Content, other than Customer-Provided Content, Demo Content and Generated Content, that is output from, made available on or by, or used by Hive, the Sites or Hive Services.

“Personal Data” means any data that is deemed personal data or personal information (or other analogous variations of such terms) under and subject to any data protection law or regulation applicable to such data, including Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 and the California Consumer Privacy Act.

2. Your Account

2.1 Account Creation. In order to use certain Hive Services, you must register for an account and provide certain information about yourself as prompted by the account registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information. Hive may suspend or terminate your account in accordance with Section 9. You are responsible and liable for every sub-account or managed account you request or create, and the actions taken by any user thereof (“Sub-Users”). You agree that each of your Sub-Users shall be bound by the Terms as a user hereunder. Your account and your Sub-Users’ accounts are referred to herein collectively as “your Accounts”).

2.2 Responsibilities. You are solely and fully responsible for:

maintaining the confidentiality of the access/login information for your Accounts;

managing your Accounts and all activities that occur under your Accounts;

the accuracy, quality, integrity and legality of Customer-Provided Content; and

obtaining and maintaining any equipment, software and ancillary services needed to connect to, access or otherwise use the Sites and the Services.

You agree to use best efforts to prevent and terminate unauthorized access to or use of your Accounts and to immediately notify Hive of any unauthorized use, or suspected unauthorized use of your Accounts or any other breach of security. You agree that we do not have any responsibility to validate or otherwise check validity or security of the Sub-User access you request or create. Hive cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

2. Your Account

2.1 Account Creation. In order to use certain Hive Services, you must register for an account and provide certain information about yourself as prompted by the account registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information. Hive may suspend or terminate your account in accordance with Section 9. You are responsible and liable for every sub-account or managed account you request or create, and the actions taken by any user thereof (“Sub-Users”). You agree that each of your Sub-Users shall be bound by the Terms as a user hereunder. Your account and your Sub-Users’ accounts are referred to herein collectively as “your Accounts”).

2.2 Responsibilities. You are solely and fully responsible for:

maintaining the confidentiality of the access/login information for your Accounts;

managing your Accounts and all activities that occur under your Accounts;

the accuracy, quality, integrity and legality of Customer-Provided Content; and

obtaining and maintaining any equipment, software and ancillary services needed to connect to, access or otherwise use the Sites and the Services.

You agree to use best efforts to prevent and terminate unauthorized access to or use of your Accounts and to immediately notify Hive of any unauthorized use, or suspected unauthorized use of your Accounts or any other breach of security. You agree that we do not have any responsibility to validate or otherwise check validity or security of the Sub-User access you request or create. Hive cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

3. Access

3.1 Use. Subject to your compliance with the Terms and the license below, Hive grants you a revocable, limited, non-exclusive, non-sublicensable, non-transferable right to access and use the Sites and the Services solely for internal business purposes. Subject to any limitations agreed upon in writing between you and Hive, you hereby grant Hive a non-exclusive, worldwide, royalty-free right to access, process, store, transmit and otherwise use Customer-Provided Content solely (a) for purposes of providing, developing and improving Hive Services, their underlying technologies and the output Hive delivers to Customer; and (b) for other purposes that are expressly permitted in the Terms.

3.2 Customer Limitations. The rights granted by Hive herein are provided subject to your compliance with the following restrictions (the “Use Restrictions”). You will not, or permit or assist any third party to:

extract, reconstruct, reproduce, reverse engineer, decompile, disassemble, modify or otherwise create, attempt to create or derive, the Sites or the Services or source code underlying the Sites or the Services, including, without limitation, Hive’s machine learning models or the components thereof;

except as expressly permitted by us in writing otherwise, release, disclose, transfer, distribute, host, market, offer, resell, lease, license, transfer, assign or create derivative works of the Sites or the Services or output therefrom, in each case in whole or in part or integrated or on a standalone basis;

use the Sites or the Services or output therefrom to create, train, contribute to or improve (directly or indirectly) any product, service, offering or initiative (in each case, whether open-source, proprietary or otherwise) that is similar to or competitive with Hive Services;

except as expressly permitted by us in writing otherwise, use any information or Content output from any Generative AI Service in any manner that suggests or implies that such information or Content is human-generated;

except as expressly permitted by us in writing otherwise, use the Services or output therefrom in connection with any (i) practice similar to prohibited practices described under Regulation (EU) 2024/1689, as amended (the “EU AI Act”), or (ii) system similar to any system considered to be a high-risk AI system under the EU AI Act; or

use the Sites or the Services or output therefrom (i) in any unlawful manner or for any unlawful purpose, (ii) in any manner that infringes or violates any third party rights or (iii) otherwise outside the scope or manner expressly permitted by the Terms.

3.3 Non-Exclusive. Notwithstanding anything to the contrary herein, nothing in the Terms shall prohibit Hive from creating or providing any output or results (a) that are the same as or similar to the output made available to Customer or (b) from information or Content that is the same as or similar to Customer-Provided Content, in each case so long as the Customer-Provided Content from Customer is not used.

3.4 Acceptable Use Policy. You agree not to: (a) upload, transmit, or distribute to or through the Sites or the Services any computer viruses, worms, or any software intended to damage or alter a computer system or data; (b) send through the Sites or the Services unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (c) use the Sites or the Services to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (d) interfere with, disrupt, or create an undue burden on servers or networks connected to the Sites or the Services, or violate the regulations, policies or procedures of such networks; (e) attempt to gain unauthorized access to the Sites or the Services (or to other computer systems or networks connected to or used together with the Sites or the Services), whether through password mining or any other means; (f) harass or interfere with any other user’s use and enjoyment of the Sites or the Services; or (g) use software or automated agents or scripts to produce multiple accounts on the Sites or the Services, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Sites or the Services (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from publicly-accessible portions of the Sites for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).

3.5 Modification. We reserve the right, at any time, to modify, suspend, or discontinue the Sites or Hive Services (in whole or in part) with or without notice to you. You agree that Company will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Sites or Hive Services or any part thereof.

3.6 General Practices. You acknowledge that we may establish general practices and limits concerning use of Hive Services, including without limitation the maximum period of time that data or other Content will be retained by the Hive Service and the maximum storage space that will be allotted on our systems on your behalf. You agree that we have no responsibility or liability for the deletion or failure to store any data or other Content maintained or transmitted by Hive Services, except if we expressly agree otherwise in writing. We reserve the right to terminate Accounts that are inactive for an extended period of time. You further acknowledge that we reserve the right to change these general practices and limits at any time, in our sole discretion, with or without notice.

3. Access

3.1 Use. Subject to your compliance with the Terms and the license below, Hive grants you a revocable, limited, non-exclusive, non-sublicensable, non-transferable right to access and use the Sites and the Services solely for internal business purposes. Subject to any limitations agreed upon in writing between you and Hive, you hereby grant Hive a non-exclusive, worldwide, royalty-free right to access, process, store, transmit and otherwise use Customer-Provided Content solely (a) for purposes of providing, developing and improving Hive Services, their underlying technologies and the output Hive delivers to Customer; and (b) for other purposes that are expressly permitted in the Terms.

3.2 Customer Limitations. The rights granted by Hive herein are provided subject to your compliance with the following restrictions (the “Use Restrictions”). You will not, or permit or assist any third party to:

extract, reconstruct, reproduce, reverse engineer, decompile, disassemble, modify or otherwise create, attempt to create or derive, the Sites or the Services or source code underlying the Sites or the Services, including, without limitation, Hive’s machine learning models or the components thereof;

except as expressly permitted by us in writing otherwise, release, disclose, transfer, distribute, host, market, offer, resell, lease, license, transfer, assign or create derivative works of the Sites or the Services or output therefrom, in each case in whole or in part or integrated or on a standalone basis;

use the Sites or the Services or output therefrom to create, train, contribute to or improve (directly or indirectly) any product, service, offering or initiative (in each case, whether open-source, proprietary or otherwise) that is similar to or competitive with Hive Services;

except as expressly permitted by us in writing otherwise, use any information or Content output from any Generative AI Service in any manner that suggests or implies that such information or Content is human-generated;

except as expressly permitted by us in writing otherwise, use the Services or output therefrom in connection with any (i) practice similar to prohibited practices described under Regulation (EU) 2024/1689, as amended (the “EU AI Act”), or (ii) system similar to any system considered to be a high-risk AI system under the EU AI Act; or

use the Sites or the Services or output therefrom (i) in any unlawful manner or for any unlawful purpose, (ii) in any manner that infringes or violates any third party rights or (iii) otherwise outside the scope or manner expressly permitted by the Terms.

3.3 Non-Exclusive. Notwithstanding anything to the contrary herein, nothing in the Terms shall prohibit Hive from creating or providing any output or results (a) that are the same as or similar to the output made available to Customer or (b) from information or Content that is the same as or similar to Customer-Provided Content, in each case so long as the Customer-Provided Content from Customer is not used.

3.4 Acceptable Use Policy. You agree not to: (a) upload, transmit, or distribute to or through the Sites or the Services any computer viruses, worms, or any software intended to damage or alter a computer system or data; (b) send through the Sites or the Services unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (c) use the Sites or the Services to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (d) interfere with, disrupt, or create an undue burden on servers or networks connected to the Sites or the Services, or violate the regulations, policies or procedures of such networks; (e) attempt to gain unauthorized access to the Sites or the Services (or to other computer systems or networks connected to or used together with the Sites or the Services), whether through password mining or any other means; (f) harass or interfere with any other user’s use and enjoyment of the Sites or the Services; or (g) use software or automated agents or scripts to produce multiple accounts on the Sites or the Services, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Sites or the Services (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from publicly-accessible portions of the Sites for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).

3.5 Modification. We reserve the right, at any time, to modify, suspend, or discontinue the Sites or Hive Services (in whole or in part) with or without notice to you. You agree that Company will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Sites or Hive Services or any part thereof.

3.6 General Practices. You acknowledge that we may establish general practices and limits concerning use of Hive Services, including without limitation the maximum period of time that data or other Content will be retained by the Hive Service and the maximum storage space that will be allotted on our systems on your behalf. You agree that we have no responsibility or liability for the deletion or failure to store any data or other Content maintained or transmitted by Hive Services, except if we expressly agree otherwise in writing. We reserve the right to terminate Accounts that are inactive for an extended period of time. You further acknowledge that we reserve the right to change these general practices and limits at any time, in our sole discretion, with or without notice.

4. Fees and Payment

4.1 Fees and Payment. Subject to other payment terms as may be required by any specific Hive Service, you must prepay for Services by purchasing Service usage credits from Hive (“Hive Credits”). PURCHASES OF HIVE CREDITS ARE NON-RETURNABLE AND NON-REFUNDABLE. Hive Credits are maintained in a single Hive Credit account for you solely for the use of Hive Services. For certain Hive Services, the amount of Hive Credits purchased must meet a minimum. Customers are charged based on the then-current rates and criteria provided to Customer by Hive for the applicable Service (for example, a fee based on the volume of your Customer-Provided Content). Notwithstanding the foregoing, you shall be obligated to pay for all Services you use regardless of your balance of Hive Credits. Unless otherwise set forth in writing by Hive to you, (a) all fees are due upon receipt of applicable Service and (b) once Customer-Provided Content has been received by us, the processing of such Customer-Provided Content may not be canceled by you and you will be responsible for paying all applicable fees. Except as otherwise specified herein, fees are quoted and payable in United States dollars, payment obligations are non-cancelable and fees paid are non-refundable. If we terminate any of your Accounts because you have violated the Terms then (x) the applicable payments for any Services that have been completed will be deducted from your Hive Credits balance, (y) in the event your Hive Credits balance does not satisfy your entire payment obligation, your remaining payment obligation, if not already due and payable, shall be immediately due and payable and (z) your remaining Hive Credit balance (if any) will become the property of the Company.

4.2 Net of Taxes. All prices for Hive Services are stated exclusive of all taxes, duties, levies, imposts, fines, or similar governmental assessments, including sales and use taxes, value-added taxes, goods and services taxes, excise, business, service, and similar transactional taxes imposed by any jurisdiction and the interest and penalties thereon (collectively, “Taxes”). Customer shall be responsible for and bear Taxes associated with its purchase of, payment for, access to, or use of the Services. If Hive is obligated to collect or pay any Taxes, the Taxes will be charged to Customer and Customer will pay such Taxes to Hive, unless Customer provides Hive with a timely and valid tax exemption certificate in respect of those Taxes. Taxes shall not be deducted from payments to Hive. Customer will provide Hive with any applicable tax identification information that Hive may require to ensure its compliance with tax regulations and authorities in applicable jurisdictions. You hereby confirm that Hive can rely on the name and address set forth in your Account for all Tax purposes (which may be updated by Hive from time to time based on other information available to Hive). Customer will be liable to pay (or reimburse Hive for) any taxes, interest, penalties, or fines arising out of any mis-declaration by Customer.

4.3 Offsets; Late Charges; Attorneys’ Fees. Amounts due to Hive may not be withheld or offset by Customer for any reason against amounts due or asserted to be due to Customer from Hive. Hive may assess late charges equal to the lesser of one and one half percent (1.5%) of the unpaid balance per month or the highest rate permitted by applicable law. Customer will be responsible for any reasonable attorneys’ fees, costs, and expenses incurred by Hive to collect any amounts that are not paid when due. If Customer fails to timely pay any amounts due under the Terms, then without limitation of any of its other rights or remedies, Hive may suspend performance of Services until Hive receives all past due amounts from Customer.

4.4 Payment Processing. Payment processing services for purchases are provided by a third party payment processing provider (currently Stripe, Inc., but which may be any other provider elected by the Company from time to time, the “Payment Processor”). As a condition of the Company enabling payment processing services through the Payment Processor, you agree to provide us with accurate and complete information about you, and you authorize us to share it and transaction information related to your use of the payment processing services provided by the Payment Processor.

4. Fees and Payment

4.1 Fees and Payment. Subject to other payment terms as may be required by any specific Hive Service, you must prepay for Services by purchasing Service usage credits from Hive (“Hive Credits”). PURCHASES OF HIVE CREDITS ARE NON-RETURNABLE AND NON-REFUNDABLE. Hive Credits are maintained in a single Hive Credit account for you solely for the use of Hive Services. For certain Hive Services, the amount of Hive Credits purchased must meet a minimum. Customers are charged based on the then-current rates and criteria provided to Customer by Hive for the applicable Service (for example, a fee based on the volume of your Customer-Provided Content). Notwithstanding the foregoing, you shall be obligated to pay for all Services you use regardless of your balance of Hive Credits. Unless otherwise set forth in writing by Hive to you, (a) all fees are due upon receipt of applicable Service and (b) once Customer-Provided Content has been received by us, the processing of such Customer-Provided Content may not be canceled by you and you will be responsible for paying all applicable fees. Except as otherwise specified herein, fees are quoted and payable in United States dollars, payment obligations are non-cancelable and fees paid are non-refundable. If we terminate any of your Accounts because you have violated the Terms then (x) the applicable payments for any Services that have been completed will be deducted from your Hive Credits balance, (y) in the event your Hive Credits balance does not satisfy your entire payment obligation, your remaining payment obligation, if not already due and payable, shall be immediately due and payable and (z) your remaining Hive Credit balance (if any) will become the property of the Company.

4.2 Net of Taxes. All prices for Hive Services are stated exclusive of all taxes, duties, levies, imposts, fines, or similar governmental assessments, including sales and use taxes, value-added taxes, goods and services taxes, excise, business, service, and similar transactional taxes imposed by any jurisdiction and the interest and penalties thereon (collectively, “Taxes”). Customer shall be responsible for and bear Taxes associated with its purchase of, payment for, access to, or use of the Services. If Hive is obligated to collect or pay any Taxes, the Taxes will be charged to Customer and Customer will pay such Taxes to Hive, unless Customer provides Hive with a timely and valid tax exemption certificate in respect of those Taxes. Taxes shall not be deducted from payments to Hive. Customer will provide Hive with any applicable tax identification information that Hive may require to ensure its compliance with tax regulations and authorities in applicable jurisdictions. You hereby confirm that Hive can rely on the name and address set forth in your Account for all Tax purposes (which may be updated by Hive from time to time based on other information available to Hive). Customer will be liable to pay (or reimburse Hive for) any taxes, interest, penalties, or fines arising out of any mis-declaration by Customer.

4.3 Offsets; Late Charges; Attorneys’ Fees. Amounts due to Hive may not be withheld or offset by Customer for any reason against amounts due or asserted to be due to Customer from Hive. Hive may assess late charges equal to the lesser of one and one half percent (1.5%) of the unpaid balance per month or the highest rate permitted by applicable law. Customer will be responsible for any reasonable attorneys’ fees, costs, and expenses incurred by Hive to collect any amounts that are not paid when due. If Customer fails to timely pay any amounts due under the Terms, then without limitation of any of its other rights or remedies, Hive may suspend performance of Services until Hive receives all past due amounts from Customer.

4.4 Payment Processing. Payment processing services for purchases are provided by a third party payment processing provider (currently Stripe, Inc., but which may be any other provider elected by the Company from time to time, the “Payment Processor”). As a condition of the Company enabling payment processing services through the Payment Processor, you agree to provide us with accurate and complete information about you, and you authorize us to share it and transaction information related to your use of the payment processing services provided by the Payment Processor.

5. Proprietary Rights; User Likeness; and Third-Party Content

5.1 Hive’s Ownership Rights. As between the parties, Hive exclusively owns all rights, title and interests in and to the Sites, Hive Services, Hive Content and Developed IP. Except for the express rights granted hereunder, Hive reserves all such rights, title and interests.

5.2 Feedback. If you provide us with any feedback or suggestions regarding the Sites or Hive Services (“Feedback”), you hereby assign to us all rights in such Feedback and agree that we shall have the right to use and fully exploit such Feedback and related information in any manner we deem appropriate. We will treat any Feedback you provide to us as non-confidential and non-proprietary. You agree that you will not submit to us any information or ideas that you consider to be confidential or proprietary.

5.3 Demo Content. You acknowledge and agree that you will benefit from our ability to make improvements to Hive Services over time. You hereby grant (and you represent and warrant that you have the right to grant) to Hive an irrevocable, perpetual, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your Demo Content and the output generated therefrom, and to grant sublicenses of the foregoing rights, for the purposes of including and using your Demo Content and the output generated therefrom in connection with the operation of Hive’s businesses (including to develop and improve Hive Services). You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your Demo Content and the output generated therefrom.

5.4 Your Likeness. Each user who provides us with an image, video, recording, photograph or voice sample of themselves, or any other reproduction or representation of their physical likeness (collectively, “Likeness Content”), hereby irrevocably grants to us the non-exclusive, fully-paid, royalty-free, transferable, sublicensable, worldwide, unrestricted, and perpetual right to use, reproduce, modify, or create derivatives of such Likeness Content in connection with the exhibition, distribution, display, performance, transmission and broadcasting on any and all media, including, without limitation, the internet, in connection with the Service or operation of Hive’s businesses (including to promote Hive Services). You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your Likeness Content and the output generated therefrom.

5.5 Third-Party Content. The Sites and the Services (or output therefrom) may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, “Third-Party Links & Ads”). Such Third-Party Links & Ads are not under the control of Hive, and we are not responsible for any Third-Party Links & Ads. We provide access to these Third-Party Links & Ads only as a convenience to you, and we do not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads. You use all Third-Party Links & Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.

5. Proprietary Rights; User Likeness; and Third-Party Content

5.1 Hive’s Ownership Rights. As between the parties, Hive exclusively owns all rights, title and interests in and to the Sites, Hive Services, Hive Content and Developed IP. Except for the express rights granted hereunder, Hive reserves all such rights, title and interests.

5.2 Feedback. If you provide us with any feedback or suggestions regarding the Sites or Hive Services (“Feedback”), you hereby assign to us all rights in such Feedback and agree that we shall have the right to use and fully exploit such Feedback and related information in any manner we deem appropriate. We will treat any Feedback you provide to us as non-confidential and non-proprietary. You agree that you will not submit to us any information or ideas that you consider to be confidential or proprietary.

5.3 Demo Content. You acknowledge and agree that you will benefit from our ability to make improvements to Hive Services over time. You hereby grant (and you represent and warrant that you have the right to grant) to Hive an irrevocable, perpetual, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your Demo Content and the output generated therefrom, and to grant sublicenses of the foregoing rights, for the purposes of including and using your Demo Content and the output generated therefrom in connection with the operation of Hive’s businesses (including to develop and improve Hive Services). You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your Demo Content and the output generated therefrom.

5.4 Your Likeness. Each user who provides us with an image, video, recording, photograph or voice sample of themselves, or any other reproduction or representation of their physical likeness (collectively, “Likeness Content”), hereby irrevocably grants to us the non-exclusive, fully-paid, royalty-free, transferable, sublicensable, worldwide, unrestricted, and perpetual right to use, reproduce, modify, or create derivatives of such Likeness Content in connection with the exhibition, distribution, display, performance, transmission and broadcasting on any and all media, including, without limitation, the internet, in connection with the Service or operation of Hive’s businesses (including to promote Hive Services). You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your Likeness Content and the output generated therefrom.

5.5 Third-Party Content. The Sites and the Services (or output therefrom) may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, “Third-Party Links & Ads”). Such Third-Party Links & Ads are not under the control of Hive, and we are not responsible for any Third-Party Links & Ads. We provide access to these Third-Party Links & Ads only as a convenience to you, and we do not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads. You use all Third-Party Links & Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.

6. Warranties and Disclaimers

6.1 Content. Customer represents and warrants that (a) the disclosure and provision of Customer-Provided Content and Demo Content to Hive will not violate any law or contractual, legal, fiduciary or other obligation of Customer to, or right of, any third party, (b) Customer has all necessary rights, licenses, consents (including any required verifiable parental consent under the Children’s Online Privacy Protection Act or similar laws), permissions, waivers and releases, and has provided all required notices (including privacy notices), for the storage, use and transfer of all Customer-Provided Content and Demo Content by the parties in connection with the Services and (c) Customer shall submit Personal Data to Hive solely with Hive’s prior express written consent, and any Customer-Provided Content that includes Personal Data shall be expressly designated as such by Customer upon submission.

6.2 DISCLAIMERS.

Hive Services and the Sites may change at any time and in any manner, at our sole discretion. This includes, without limitation, updates to and discontinuation of features previously available. We make no guarantees related to the quality, reliability or uptime of Hive Services or the Sites. We make no representations or warranties related to current law that might apply to you, including with respect to your ownership of Generated Content. We advise you to refrain from relying on Hive Services or creating any dependency related to Hive Services in any manner. You acknowledge and agree that (a) we will have no liability to you, your customers or any third party for any harm caused by your reliance or dependency on Hive Services and (b) you are solely responsible for determining the legality of your use and redistribution of any Content related to Hive Services or the Sites or any output from Hive Services.

HIVE SERVICES AND ALL OUTPUT THEREFROM ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND HIVE (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT HIVE SERVICES OR THE OUTPUT THEREFROM WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO HIVE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

6. Warranties and Disclaimers

6.1 Content. Customer represents and warrants that (a) the disclosure and provision of Customer-Provided Content and Demo Content to Hive will not violate any law or contractual, legal, fiduciary or other obligation of Customer to, or right of, any third party, (b) Customer has all necessary rights, licenses, consents (including any required verifiable parental consent under the Children’s Online Privacy Protection Act or similar laws), permissions, waivers and releases, and has provided all required notices (including privacy notices), for the storage, use and transfer of all Customer-Provided Content and Demo Content by the parties in connection with the Services and (c) Customer shall submit Personal Data to Hive solely with Hive’s prior express written consent, and any Customer-Provided Content that includes Personal Data shall be expressly designated as such by Customer upon submission.

6.2 DISCLAIMERS.

Hive Services and the Sites may change at any time and in any manner, at our sole discretion. This includes, without limitation, updates to and discontinuation of features previously available. We make no guarantees related to the quality, reliability or uptime of Hive Services or the Sites. We make no representations or warranties related to current law that might apply to you, including with respect to your ownership of Generated Content. We advise you to refrain from relying on Hive Services or creating any dependency related to Hive Services in any manner. You acknowledge and agree that (a) we will have no liability to you, your customers or any third party for any harm caused by your reliance or dependency on Hive Services and (b) you are solely responsible for determining the legality of your use and redistribution of any Content related to Hive Services or the Sites or any output from Hive Services.

HIVE SERVICES AND ALL OUTPUT THEREFROM ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND HIVE (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT HIVE SERVICES OR THE OUTPUT THEREFROM WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO HIVE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

7. Indemnification and Release

7.1 Indemnification. You agree to indemnify, defend and hold Hive (and their officers, employees, agents, successors, and assigns) harmless, including costs and attorneys’ fees, from any claim or demand related to (a) your use of the Sites or the Services, (b) your violation of the Terms, (c) your violation of applicable laws or regulations and (d) Customer-Provided Content, Demo Content and Generated Content. Hive reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

7.2 Release. You hereby release and forever discharge Hive (and their officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Sites or Hive Services. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

7. Indemnification and Release

7.1 Indemnification. You agree to indemnify, defend and hold Hive (and their officers, employees, agents, successors, and assigns) harmless, including costs and attorneys’ fees, from any claim or demand related to (a) your use of the Sites or the Services, (b) your violation of the Terms, (c) your violation of applicable laws or regulations and (d) Customer-Provided Content, Demo Content and Generated Content. Hive reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

7.2 Release. You hereby release and forever discharge Hive (and their officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Sites or Hive Services. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL HIVE (OR OUR OFFICERS, EMPLOYEES, AGENTS OR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITES OR HIVE SERVICES OR THE OUTPUT THEREFROM, EVEN IF HIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, HIVE SERVICES AND THE OUTPUT THEREFROM IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE IN CONNECTION THEREWITH, OR LOSS OF DATA RESULTING THEREFROM.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO AN AGGREGATE MAXIMUM OF ONE HUNDRED US DOLLARS (U.S. $100). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR OFFICERS, EMPLOYEES, AGENTS AND SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL HIVE (OR OUR OFFICERS, EMPLOYEES, AGENTS OR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITES OR HIVE SERVICES OR THE OUTPUT THEREFROM, EVEN IF HIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, HIVE SERVICES AND THE OUTPUT THEREFROM IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE IN CONNECTION THEREWITH, OR LOSS OF DATA RESULTING THEREFROM.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO AN AGGREGATE MAXIMUM OF ONE HUNDRED US DOLLARS (U.S. $100). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR OFFICERS, EMPLOYEES, AGENTS AND SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

9. Term and Termination

Subject to this Section, the Terms will remain in full force and effect while you use the Sites or the Services. We may suspend or terminate your rights to use the Sites or Hive Services (including your Accounts) at any time for any reason at our sole discretion, including for any use in violation of the Terms. Upon termination of your rights under the Terms, your Accounts and right to access and use Hive Services will terminate immediately. You understand that any termination of your Accounts may involve deletion of any information or Content submitted by you or associated with your Accounts from our live databases. Hive will not have any liability whatsoever to you for any termination of your rights under the Terms, including for termination of your Accounts or deletion of any information or Content submitted by you. Terms and conditions relating to Use Restrictions, Customer-Provided Content, Taxes, proprietary rights, disclaimers, indemnification and release, limitations of liability, termination and the general provisions set forth in Section 11 below shall survive termination of the Terms.

9. Term and Termination

Subject to this Section, the Terms will remain in full force and effect while you use the Sites or the Services. We may suspend or terminate your rights to use the Sites or Hive Services (including your Accounts) at any time for any reason at our sole discretion, including for any use in violation of the Terms. Upon termination of your rights under the Terms, your Accounts and right to access and use Hive Services will terminate immediately. You understand that any termination of your Accounts may involve deletion of any information or Content submitted by you or associated with your Accounts from our live databases. Hive will not have any liability whatsoever to you for any termination of your rights under the Terms, including for termination of your Accounts or deletion of any information or Content submitted by you. Terms and conditions relating to Use Restrictions, Customer-Provided Content, Taxes, proprietary rights, disclaimers, indemnification and release, limitations of liability, termination and the general provisions set forth in Section 11 below shall survive termination of the Terms.

10. Copyright Policy

Hive respects the intellectual property of others and asks that users of Hive Services do the same. In connection with Hive Services, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of Hive Services who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of Hive Services, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:

your physical or electronic signature;

identification of the copyrighted work(s) that you claim to have been infringed;

identification of the material on our services that you claim is infringing and that you request us to remove;

sufficient information to permit us to locate such material;

your address, telephone number, and e-mail address;

a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and

a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.

Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.

Designated Agent: Copyright Manager

Address of Agent: 100 1st Street, 11th Floor, San Francisco, CA 94105

10. Copyright Policy

Hive respects the intellectual property of others and asks that users of Hive Services do the same. In connection with Hive Services, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of Hive Services who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of Hive Services, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:

your physical or electronic signature;

identification of the copyrighted work(s) that you claim to have been infringed;

identification of the material on our services that you claim is infringing and that you request us to remove;

sufficient information to permit us to locate such material;

your address, telephone number, and e-mail address;

a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and

a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.

Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.

Designated Agent: Copyright Manager

Address of Agent: 100 1st Street, 11th Floor, San Francisco, CA 94105

11. General

11.1 Dispute Resolution. Please read this Section 11.1 (sometimes referred to herein as this “Arbitration Agreement”) carefully. It is part of your contract with Company and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms or the use of any product or service provided by Hive that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and Hive, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.

Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to Hive should be sent to: 100 1st Street, 11th Floor, San Francisco, CA 94105. After the Notice is received, you and Hive may attempt to resolve the claim or dispute informally. If you and Hive do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.

Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider. The arbitration may be conducted by telephone, based on written submissions, or in person in the United States county where you live, California or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Authority of Arbitrator. The arbitrator shall have exclusive authority to (i) determine the scope and enforceability of this Arbitration Agreement and (ii) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Hive. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Terms (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.

Waiver of Jury Trial. YOU AND HIVE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Hive are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 11.1(a) (Applicability of Arbitration Agreement) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow the Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this section’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the State or Federal Courts located in San Francisco County of the State of California. All other disputes, claims, or requests for relief shall be arbitrated.

30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: arbitration-opt-out@thehive.ai, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your username (if any), the email address you used to set up your Hive account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of the Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

Severability. Except as provided in Section 11.1(f) (Waiver of Class or Other Non- Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Hive.

Modification. Notwithstanding any provision in the Terms to the contrary, we agree that if Hive makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Hive at the following address: 100 1st Street, 11th Floor, San Francisco, CA 94105.

11.2 Export Compliance. Hive Services may be subject to U.S. export control laws and may be subject to export or import regulations in other countries, including the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control, and the International Traffic in Arms Regulations maintained by the Department of State. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Hive, or any products utilizing such data, in violation of the United States export laws or regulations. You represent and warrant that you are (a) not located in any country or region that is subject to a U.S. government embargo and (b) not a denied party as specified in the regulations listed above.

11.3 Publicity. Customer agrees that Hive may refer to Customer’s name and trademarks in Hive’s marketing materials and website depicting Customer as a customer of Hive. Customer shall not use, display or reference Hive’s trademarks, service marks, trade names, logos, symbols or brand names without the express prior written consent of Hive.

11.4 Entire Terms. These Terms constitute the entire agreement between you and us regarding the use of Hive Services. Our failure to exercise or enforce any right or provision of the Terms shall not operate as a waiver of such right or provision. The section titles in the Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of the Terms is, for any reason, held to be invalid or unenforceable, the other provisions of the Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Hive is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Hive’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Hive may freely assign the Terms. The terms and conditions set forth in the Terms shall be binding upon assignees. Any additional or different terms and conditions found in any Customer purchase order, clickwrap or other document shall be deemed rejected, null and void and of no force and effect (even if accepted by a representative of a party, unless reflected in a formal written amendment).

11.5 Changes. These Terms are subject to occasional revision and we reserve the right, at our sole discretion, to change, modify, add or delete portions of the Terms at any time except as expressly provided in the arbitration provision above. If we do this, we will indicate at the top of this page the date the Terms were last revised. You should periodically visit this page to review the current Terms so you are aware of any revision to which you are bound. Continued use of the Sites or Hive Services after any such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes. If you do not agree to abide by these or any future Terms, do not use or access (or continue to use or access) the Sites or Hive Services. No other amendment or modification to the Terms, nor any waiver of any rights hereunder or thereunder, will be effective unless assented to in writing by us. Any such waiver will be only to the specific provision and under the specific circumstances for which it was given and will not apply with respect to any repeated or continued violation of the same provision or any other provision. Failure or delay by us to enforce any provision of the Terms will not be deemed a waiver of future enforcement of that or any other provision.

11.6 Government Terms. Hive provides Hive Services, including related software and technology, for ultimate federal government end use solely in accordance with the Terms. If Customer (or any of its customers) is an agency, department, or other entity of any government, the use, duplication, reproduction, release, modification, disclosure, or transfer of Hive Services, or any related documentation of any kind, including technical data, software, and manuals, is restricted by the Terms. All other use is prohibited and no rights than those provided in the Terms are conferred. Hive Services were developed fully at private expense.

11.7 Notice for California Users. Under California Civil Code Section 1789.3, users of the Services from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at Castle Global, Inc., 100 1st St., 11th Floor, San Francisco CA, 94105.

11.8 Suggestions or Concerns. Please contact us at sales@thehive.ai to pose any questions regarding the Terms or Hive Services.

11. General

11.1 Dispute Resolution. Please read this Section 11.1 (sometimes referred to herein as this “Arbitration Agreement”) carefully. It is part of your contract with Company and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms or the use of any product or service provided by Hive that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and Hive, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.

Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to Hive should be sent to: 100 1st Street, 11th Floor, San Francisco, CA 94105. After the Notice is received, you and Hive may attempt to resolve the claim or dispute informally. If you and Hive do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.

Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider. The arbitration may be conducted by telephone, based on written submissions, or in person in the United States county where you live, California or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Authority of Arbitrator. The arbitrator shall have exclusive authority to (i) determine the scope and enforceability of this Arbitration Agreement and (ii) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Hive. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Terms (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.

Waiver of Jury Trial. YOU AND HIVE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Hive are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 11.1(a) (Applicability of Arbitration Agreement) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow the Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this section’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the State or Federal Courts located in San Francisco County of the State of California. All other disputes, claims, or requests for relief shall be arbitrated.

30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: arbitration-opt-out@thehive.ai, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your username (if any), the email address you used to set up your Hive account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of the Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

Severability. Except as provided in Section 11.1(f) (Waiver of Class or Other Non- Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Hive.

Modification. Notwithstanding any provision in the Terms to the contrary, we agree that if Hive makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Hive at the following address: 100 1st Street, 11th Floor, San Francisco, CA 94105.

11.2 Export Compliance. Hive Services may be subject to U.S. export control laws and may be subject to export or import regulations in other countries, including the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control, and the International Traffic in Arms Regulations maintained by the Department of State. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Hive, or any products utilizing such data, in violation of the United States export laws or regulations. You represent and warrant that you are (a) not located in any country or region that is subject to a U.S. government embargo and (b) not a denied party as specified in the regulations listed above.

11.3 Publicity. Customer agrees that Hive may refer to Customer’s name and trademarks in Hive’s marketing materials and website depicting Customer as a customer of Hive. Customer shall not use, display or reference Hive’s trademarks, service marks, trade names, logos, symbols or brand names without the express prior written consent of Hive.

11.4 Entire Terms. These Terms constitute the entire agreement between you and us regarding the use of Hive Services. Our failure to exercise or enforce any right or provision of the Terms shall not operate as a waiver of such right or provision. The section titles in the Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of the Terms is, for any reason, held to be invalid or unenforceable, the other provisions of the Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Hive is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Hive’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Hive may freely assign the Terms. The terms and conditions set forth in the Terms shall be binding upon assignees. Any additional or different terms and conditions found in any Customer purchase order, clickwrap or other document shall be deemed rejected, null and void and of no force and effect (even if accepted by a representative of a party, unless reflected in a formal written amendment).

11.5 Changes. These Terms are subject to occasional revision and we reserve the right, at our sole discretion, to change, modify, add or delete portions of the Terms at any time except as expressly provided in the arbitration provision above. If we do this, we will indicate at the top of this page the date the Terms were last revised. You should periodically visit this page to review the current Terms so you are aware of any revision to which you are bound. Continued use of the Sites or Hive Services after any such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes. If you do not agree to abide by these or any future Terms, do not use or access (or continue to use or access) the Sites or Hive Services. No other amendment or modification to the Terms, nor any waiver of any rights hereunder or thereunder, will be effective unless assented to in writing by us. Any such waiver will be only to the specific provision and under the specific circumstances for which it was given and will not apply with respect to any repeated or continued violation of the same provision or any other provision. Failure or delay by us to enforce any provision of the Terms will not be deemed a waiver of future enforcement of that or any other provision.

11.6 Government Terms. Hive provides Hive Services, including related software and technology, for ultimate federal government end use solely in accordance with the Terms. If Customer (or any of its customers) is an agency, department, or other entity of any government, the use, duplication, reproduction, release, modification, disclosure, or transfer of Hive Services, or any related documentation of any kind, including technical data, software, and manuals, is restricted by the Terms. All other use is prohibited and no rights than those provided in the Terms are conferred. Hive Services were developed fully at private expense.

11.7 Notice for California Users. Under California Civil Code Section 1789.3, users of the Services from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at Castle Global, Inc., 100 1st St., 11th Floor, San Francisco CA, 94105.

11.8 Suggestions or Concerns. Please contact us at sales@thehive.ai to pose any questions regarding the Terms or Hive Services.

Name	Definition	Service Specific Terms
AI Service	Any Hive Service other than the Labeling Service and Moderation Dashboard. Includes, without limitation, access to and use of one or more APIs to Hive’s machine learning models and services related thereto.	AI Service Addendum
Labeling Service	Data annotation and sourcing using Hive Workers.	Labeling Service Addendum
Moderation Dashboard	Hive’s web-based platform that enables Dashboard Users to perform certain Content Moderation Tasks.	Moderation Dashboard Addendum
Demo Service	Applications, websites, web browser extensions, APIs and other interfaces (including demonstration or trial access to Hive Services) that we make generally available free of charge.

Hive

Terms of Use

Terms of Use

1. Definitions

2. Your Account

3. Access

4. Fees and Payment

5. Proprietary Rights; User Likeness; and Third-Party Content

6. Warranties and Disclaimers

7. Indemnification and Release

8. Limitation of Liability

9. Term and Termination

10. Copyright Policy

11. General

Schedule A

Schedule of Services

AI Service Addendum

1. Additional Definitions

2. API

3. Generative AI

4. Custom Models and Add Requests

5. Additional Requirements and Restrictions

Labeling Service Addendum

1. Additional Definitions

2. Hive Workers

3. Data Sourcing

Moderation Dashboard Addendum

1. Additional Definitions

2. Dashboard Users

3. Customer-Provided Content

4. Platform Only