Effective Date: 07/18/2024
Last Updated: 07/18/2024

These Terms of Conditions (“Terms”) constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you” or “User”), and BrewSync, Inc. d/b/a Hivey, a Delaware corporation, including its affiliates (“Hivey”, the “Company,” “we”, “us”, or “our”), concerning your access to and use of our websites located at: https://hivey.io/ (“Website”), applicable applications and mobile applications and related services, as well as any media, information, or content made available therein, therefrom or otherwise related to or connected therewith (collectively, the “Services”).

Supplemental terms and conditions or documents that may be posted on the Services from time to time are hereby expressly incorporated herein by reference. We may make changes to these Terms from time to time. Please check these Terms periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notice to you of the revisions (unless otherwise stated). We may also require that you accept modified Terms in order to continue to use the Services. We will further alert you about any changes by updating the “Last updated” date of these Terms. If you do not agree to the modified Terms, then you should remove your User content and discontinue your use of the Services. Except as expressly permitted in herein, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms.

YOU AGREE THAT BY CLICKING “I ACCEPT” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICES, YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS, INCLUDING BUT NOT LIMITED TO HIVEY’S PRIVACY POLICY. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM ACCESSING THE WEBSITE OR USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

YOU AGREE TO RECEIVE TEXTS/CALLS FROM OR ON BEHALF OF HIVEY AT THE PHONE NUMBER YOU PROVIDE TO US. THESE TEXTS/CALLS WILL INCLUDE OPERATIONAL MESSAGES OR PROMOTIONAL CONTENT. YOU UNDERSTAND AND AGREE THAT THESE TEXTS/CALLS MAY BE CONSIDERED TELEMARKETING UNDER APPLICABLE LAW, THEY MAY BE SENT USING AN AUTOMATIC TELEPHONE DIALING SYSTEM OR OTHER AUTOMATED TECHNOLOGY, AND YOUR CONSENT IS NOT A CONDITION OF ANY PURCHASE.

By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Services; and (c) your registration and your use of the Services is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company (“Corporate Entity”), the individual accepting these Terms on behalf of such Corporate Entity represents and warrants that they have authority to bind the Corporate Entity to these Terms and the Corporate Entity agrees to be bound by these Terms.

1. Subscription Services
   
   1. The Services includes certain subscription-based plans with automatically recurring payments for periodic charges (“Subscription Services”). The offerings associated with each Subscription Services plan is outlined in Exhibit A hereto; the applicable Subscription Services plan will be as indicated on the sales order you complete when subscribing (the “Sales Order”). The “Subscription Billing Date” is the date when you purchase your first subscription to the Services and on the date of each recurring charge. Unless otherwise agreed, the Subscription Services will begin on the Subscription Billing Date and continue for the subscription period described on your Sales Order (such period, the “Initial Subscription Period”), and WILL AUTOMATICALLY RENEW FOR SUCCESSIVE PERIODS OF THE SAME DURATION AS THE INITIAL SUBSCRIPTION PERIOD (THE INITIAL SUBSCRIPTION PERIOD AND EACH SUCH RENEWAL PERIOD, EACH A “SUBSCRIPTION PERIOD”) UNLESS YOU CANCEL THE SUBSCRIPTION SERVICES IN ACCORDANCE WITH SECTION 1(B) OR 1(C) OR WE TERMINATE IT. No refunds will be given for partially completed Subscription Periods.
   2. Annual Subscription. If you sign up for an annual subscription, the entire subscription fee for the first year shall be due on the Subscription Billing Date. In order to terminate an annual subscription, you must provide written notice of non-renewal to Hivey at least 30 days prior to next anniversary of the Subscription Billing Date.
   3. Monthly Subscription. If you sign up for a monthly subscription, the monthly subscription fee shall be due on the Subscription Billing Date and subsequent monthly subscription fees will be due on the monthly anniversary of the Subscription Billing Date. In order to terminate a monthly subscription, you must provide written notice of non-renewal to Hivey prior to the end of the then-current Subscription Period. The Venue Starter subscription may only be purchased under a monthly subscription.
2. Payments
   
   1. General Payment Terms. All fees are in U.S. Dollars and are non-recoupable and non-refundable unless otherwise specifically provided for in these Terms. Hivey reserves the right to change the required method of payment at any time, upon notice to you. You are responsible for updating your Account information should the required payment method change. You agree that your purchases under these Terms are neither contingent on the delivery of any future functionality or features of the Services nor dependent on any oral or written public comments made by us regarding future functionality or features.
   2. Price. Hivey reserves the right to determine pricing for the Services. Hivey may change the fees for any feature of the Services, including additional fees or charges, if Hivey gives you advance notice of changes before they apply (i.e., in future or renewal terms). If new fees or taxes are imposed on Services by governmental, regulatory or similar third parties, Hivey shall be entitled to pass on such fees or taxes to the extent it is legal to do so, even prior to a renewal of the current term. Hivey, at its sole discretion, may make promotional offers with different features and different pricing to any of Hivey’s customers. These promotional offers, unless made to you, will not apply to your offer or these Terms.
   3. Authorization. The Subscription Services are billed as automatically recurring payments for periodic charges. If you activate a Subscription Service, you authorize Hivey to periodically charge, on a going-forward basis and until termination of your Subscription Services, all accrued sums on or before the payment due date for the accrued sums. Your account will be charged automatically on the Subscription Billing Date for all applicable fees and taxes for the next Subscription Period and for taxes payable with respect to prior periods in arrears. The Subscription Services will continue unless and until you cancel your Subscription Services or we terminate them, all in accordance with these Terms. Termination will not affect amounts due and payable at the time of termination, including amounts owed in arrears. YOUR CANCELLATION OR NON-RENEWAL NOTICE MUST BE RECEIVED BY HIVEY BEFORE THE DATE SPECIFIED IN SECTIONS 1(B) OR 1(C), AS APPLICABLE, IN ORDER TO AVOID CHARGES FOR THE NEXT SUBSCRIPTION PERIOD.
   4. Payments Facilitation. All payments made by you to Hivey shall be facilitated through Stripe, Inc., Hivey’s third party payment processing service (“Stripe”). Stripe’s terms of service can be found at https://stripe.com/us/terms. All information that you provide in connection with the Services must be accurate, complete, and current. You agree to pay all charges incurred by any users of your credit card, debit card, or other payment method used in connection with the Services. You also agree to pay any applicable taxes, if any, relating to any Services. Hivey does not store any User’s credit card data; instead all credit card billing is handled via third-party Stripe.
   5. Delinquent Accounts. Hivey may suspend or terminate access to the Services, including usage and fee-based portions of the Services, for any account for which any amount is due but unpaid, including, but not limited to amounts due for subscription fees or usage fees, taxes or charges. In addition to the amount due for the Services, a delinquent account will be charged with fees, charges or expenses (including attorneys’ fees) that are incidental to any Chargeback (defined below) or collection of any unpaid amount, including collection fees. If your payment method is no longer valid at the time a renewal Subscription Services fee is due, Hivey will attempt to contact you to reestablish payment in a grace period determined solely by Hivey, but, if a payment method is not re-established in such period, Hivey reserves the right to delete your account without any liability to you.
   6. Credit Card Chargeback. If, at any time, we record or receive a decline, chargeback or other rejection of a charge of any due and payable fees (“Chargeback”), such Chargeback will be deemed as a breach of User’s payment obligations hereunder, and User’s use of the Services may be suspended, disabled or terminated at Hivey’s discretion. User may not have any further access to the Services in the event of such suspension, disablement or termination, unless Hivey otherwise enables User to resume its access to the Services, at its sole discretion, subject to User’s payment of any applicable fees in full, including any fees and expenses incurred by us and/or any third party services for each Chargeback received (including handling and processing charges and fees incurred by the payment processor), without derogating from any other remedy that may be applicable to us under these Terms or applicable law.
3. Registration; Rule for User Conduct and Use of the Services
   
   1. Account Registration. To register to the Services for the first time, you must create an account for the Services (“Account”). The first individual registering an Account is automatically assigned as an Account administrator (“Admin”).
   2. Registration Information. When creating an Account or when you are added into an Account and create your user profile (“User Profile”), you: (i) agree to provide us with accurate, complete, and current registration information about yourself; (ii) acknowledge that it is your responsibility to ensure that your password remains confidential and secure; (iii) agree that you are fully responsible for all activities that occur under your Account, User Profile and password, including any integration or any other use of third party products or services (and associated disclosure of data) in connection with the Services; and (iv) undertake to promptly notify us in writing if you become aware of any unauthorized access or use of your Account or User Profile and/or any breach of these Terms. We may assume that any communications we receive under your User Profile have been made by you. You will be solely responsible and liable for any losses, damages, liability and expenses incurred by us or a third party, due to any unauthorized usage of the Account by either you or any other User or third party on your behalf.
   3. Account Verification. You understand and agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your Account and/or User Profile. In the event that you or an Admin lose access to an Account or otherwise request information about an Account, we reserve the right to request from you or from an Admin (as the case may be) any verification and/or information, including in the form of a release, as we deem necessary in our sole discretion, before restoring or providing access to or providing information about such Account.
4. User Data
   
   1. User Data is any data, file attachments, text, images, reports, personal data, or any other content, that is uploaded or submitted, transmitted or otherwise made available, to or through the Services by you or any User and is processed by us on User’s behalf (“User Data”). For the avoidance of doubt, Anonymous Information (as defined below) is not regarded as User Data. User retains all right, title, interest and control, in and to the User Data, in the form submitted to the Services. Subject to these Terms, User grants us a worldwide, royalty-free, limited license to access, use, process, copy, distribute, perform, export, and display the User Data, and solely to the extent that reformatting User Data for display in the Services constitutes a modification or derivative work, the foregoing license also includes the right to make modifications and derivative works. The afore-mentioned license is hereby granted solely: (i) to maintain and provide you the Services; (ii) to prevent or address technical, fraud or security issues and resolve support requests; (iii) to investigate when we have a good faith belief, or have received a complaint alleging, that such User Data is in violation of these Terms; (iv) to comply with a valid legal subpoena, request, or other lawful process; and (v) as expressly permitted in writing by you.
   2. Responsibility for User Data Compliance. You represent and warrant that: (i) you have or have obtained all rights, licenses, consents, permissions, power and/or authority, necessary to grant the rights granted herein, for any User Data that you submit, post or display on or through the Services; (ii) the User Data is in compliance with, and subject to, these Terms; and (iii) the User Data you submit, your use of such User Data, and our use of such User Data, as set forth in these Terms, do not and shall not (a) infringe or violate any patents, copyrights, trademarks or other intellectual property, proprietary or privacy, data protection or publicity rights of any third party; (b) violate any applicable local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer and exportation (“Laws”); or (c) violate any of your or third party’s policies and terms governing the User Data. We assume no responsibility or liability for User Data, and you shall be solely responsible for User Data and the consequences of using, disclosing, storing, or transmitting it. It is hereby clarified that Hivey shall not monitor and/or moderate the User Data and there shall be no claim against Hivey for not doing such.
   3. Anonymous Information. Notwithstanding any other provision of these Terms, we may collect, use and publish Anonymous Information (defined below) relating to, or generated by your use of the Services and/or Website, and disclose it for the purpose of providing, operating, improving and publicizing our products and services, including the Website and Services, and for other business purposes. “Anonymous Information” means information which does not enable identification of an individual, such as de-identified, aggregated and/or analytics information. Hivey owns all Anonymous Information collected or obtained by Hivey.
   4. No Sensitive Data. You shall not submit to the Services any data that is protected under a special legislation and requires a unique treatment, including, without limitations, (i) categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any similar legislation or regulation in other jurisdiction; (ii) any protected health information subject to the Health Insurance Portability and Accountability Act (“HIPAA”), as amended and supplemented, or any similar legislation in other jurisdiction.
5. Trial Services; Pre-Released Services
   
   1. Trial Services and Free Versions. We may offer, from time to time, part or all of our Services on a free, no-obligation trial and/or in connection with a free subscription to the Services for a limited duration and with limited functionality (“Trial Services”). The term of the Trial Services shall be as communicated to you within the Services, in an Order Form or separately in writing by us, unless terminated earlier by either User or us, for any reason or for no reason. We reserve the right to modify, cancel and/or limit the Trial Services at any time, with or without notice, and without liability or explanation to you. In respect of the Trial Services, upon termination, we may change the Account web address at any time without any prior written notice.
   2. Pre-Released Services. Note that we may offer, from time to time, certain Services or parts thereof as Alpha or Beta versions (“Pre-Released Services”) and we use best endeavors to identify such Pre-Released Services as such. Pre-Released Services are Services that are still under development, and as such they may be inoperable or incomplete, and may contain bugs, suffer disruptions and/or not operate as intended and designated, more than usual.
   3. Governing Terms of Trial Services and Pre-Released Services. The Trial Services and Pre-Released Services are governed by these Terms, provided that notwithstanding anything in these Terms or elsewhere to the contrary, in respect of Trial Services and Pre-Released Services (i) such services are licensed hereunder on an “As-Is”, “With All Faults” “As Available” basis, with no representations and/or warranties, express or implied, of any kind; (ii) the indemnity undertaking by us set forth in Section ‎13(b) herein shall not apply; and (iii) IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF HIVEY ITS AFFILIATES OR ITS THIRD PARTY SERVICE PROVIDERS, UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS (INCLUDING THE SITES, THE SERVICES AND THE THIRD PARTY SERVICES), EXCEED US $100. We make no promises that any Trial Services and/or Pre-Released Services will be made available to you and/or generally available.
6. Modification and Discontinuation of Services We may add, modify or discontinue any feature, functionality or any other tool within any Services and/or Website, at our own discretion and without further notice; however, if we make any material adverse change in the core functionality of the Services, then we will notify you by posting an announcement on the Website, via the Services and/or by sending you an email.
7. Privacy Policy Please refer to Hivey’s Privacy Policy (found here: https://hivey.io/privacy-policy) which explains how we collect, use, and disclose information that pertains to your privacy. By using the Services or the Website, you agree to be bound by our Privacy Policy, which is incorporated into, and made part of, these Terms. Please be advised the Services are hosted in the United States.
8. Restrictions on Use You will not (a) make the Services available to or use the Services for the benefit of any person or entity other than yourself, (b) sell, resell, license, sublicense, distribute, rent, or lease the Services, or include the Subscription Services in a service bureau or outsourcing offering, (c) interfere with or disrupt the integrity or performance of the Website, Services or any third-party data contained therein, (d) attempt to gain unauthorized access to the Website, Services or any related systems or networks, (e) frame or mirror any part of the Website or Services, (f) access, record or copy the Website or Services in order to build a competitive product or service, (g) reverse engineer, disassemble or decompile the Website or Services, (h) modify the Services, and (i) use the Website or the Services in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
9. Ownership and Permission
   
   1. The Website is provided solely for your internal business use only. The materials on the Website are the property of Hivey or its licensors, and are protected by U.S. copyright laws, as well as other copyright and intellectual property laws. Except as explicitly provided in these Terms, you may not distribute, transmit, display, reproduce, modify, create derivative works from, or otherwise exploit any of the materials on the Website or Services. You may not store any significant portion of, nor distribute copies of, materials found on the Website or Services, in any form (including electronic form), without prior written permission from the owner of such materials.
   2. Hivey’s name and logo are intellectual property owned by Hivey. The names of other products and services referred to on the Website may be the trademarks of their respective owners. You may not use any intellectual property appearing on the Website without the prior written consent of the owner of such intellectual property.
10. Termination of Services Hivey may, in its sole discretion, terminate your Account (including your password, account (or any part thereof)) or use of the Services, or remove and discard any user content or information stored, sent, or received via the Services without prior notice and for any reason or no reason, including, but not limited to: (i) permitting another person or entity to use your identification to access the Services (including through the sharing of your account), (ii) any unauthorized access or use of the Services (including through the use of your account or account credentials), (iii) any violation of these Terms, or (iv) tampering with or alteration of any of the software, data files, and/or content contained in or accessed through, the Services. Termination, suspension, or cancellation of these Terms or your access rights to the Services shall not affect any right or relief to which Hivey may be entitled, at law or in equity. Upon such termination, suspension, or cancellation, all rights granted to you will automatically terminate and immediately revert to Hivey and its licensors and all rights granted by you to Hivey shall survive in perpetuity.
11. Disclaimer of Warranties EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, WE MAKE NO REPRESENTATIONS AND/OR WARRANTIES AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:
    
    1. THE WEBSITE AND THE SERVICES ARE PROVIDED ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, AND WITHOUT WARRANTIES OF ANY KIND. WE AND OUR AFFILIATES, SUBCONTRACTORS, AGENTS AND VENDORS, HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION, REPRESENTATIONS AND/OR WARRANTIES OF MERCHANTABILITY, FUNCTIONALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY.
    2. WE AND OUR VENDORS DO NOT WARRANT, AND EXPRESSLY DISCLAIM ANY REPRESENTATIONS AND/OR WARRANTIES THAT THE SERVICES AND WEBSITE, INCLUDING THE ACCESS THERETO AND USE THEREOF, WILL BE UNINTERRUPTED, TIMELY, SECURED, ERROR FREE, THAT DATA WILL NOT BE LOST, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITES AND/OR SERVICES ARE FREE FROM VIRUSES OR OTHER HARMFUL CODE. WE AND OUR VENDORS FURTHER DISCLAIM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR ANY DELAYS, FAILURES, INTERCEPTION, ALTERATION, LOSS, OR OTHER DAMAGES THAT YOU AND/OR YOUR DATA (INCLUDING CUSTOMER DATA) MAY SUFFER, THAT ARE BEYOND OUR CONTROL.
    3. WE DO NOT WARRANT, AND EXPRESSLY DISCLAIM ANY REPRESENTATIONS AND/OR WARRANTIES (I) THAT OUR SERVICES AND WEBSITE (OR ANY PORTION THEREOF) ARE COMPLETE, ACCURATE, OF ANY CERTAIN QUALITY, RELIABLE, SUITABLE FOR, OR COMPATIBLE WITH, ANY OF YOUR CONTEMPLATED ACTIVITIES, DEVICES, OPERATING SYSTEMS, BROWSERS, SOFTWARE OR TOOLS (OR THAT IT WILL REMAIN AS SUCH AT ANY TIME), OR COMPLY WITH ANY LAWS APPLICABLE TO YOU; AND/OR (II) REGARDING ANY CONTENT, INFORMATION, REPORTS OR RESULTS THAT YOU OBTAIN THROUGH THE SERVICES AND/OR THE SITES.
12. Limited Liability TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL HIVEY BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS (CARS, VEHICLES ETC.), SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE AMOUNTS PAID BY YOU TO HIVEY IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM; OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
13. Indemnification
    
    1. By User. User hereby agrees to indemnify, defend and hold harmless Hivey and its affiliates, officers, directors, employees and agents from and against any and all claims, damages, obligations, liabilities, losses, reasonable expenses or costs (collectively, “Losses”) incurred as a result of any third party claim arising from (i) User’s violation of these Terms or applicable Law; and/or (ii) User Data, including the use of User Data by Hivey and/or any of its subcontractors, that infringes or violates any third party’s rights, including, without limitation, intellectual property, privacy and/or publicity rights.
    2. By Hivey. Hivey hereby agrees to defend User, its affiliates, officers, directors, and employees, in and against any third party claim or demand against User, alleging that User’s authorized use of the Services infringes or constitutes misappropriation of any third party’s copyright, trademark or registered US patent (“IP Claim”), and we will indemnify User and hold User harmless against any damages and costs finally awarded on such IP Claim by a court of competent jurisdiction or agreed to via settlement we agreed upon, including reasonable attorneys’ fees. Hivey’s indemnity obligations under this Section ‎13 shall not apply if: (i) the Services (or any portion thereof) was modified by User or an of its Users or any third party, but solely to the extent the IP Claim would have been avoided by not doing such modification; (ii) if the Services are used in combination with any other service, device, software or products, but solely to the extent that such IP Claim would have been avoided without such combination; and/or (iii) any IP Claim arising or related to, the User Data or to any events giving rise to User’s indemnity obligations under Section ‎13(a) above. Without derogating from the foregoing defense and indemnification obligation, if User believes that the Services, or any part thereof, may so infringe, then User may in its sole discretion: (a) obtain (at no additional cost to you) the right to continue to use the Services; (b) replace or modify the allegedly infringing part of the Services so that it becomes non-infringing while giving substantially equivalent performance; or (c) if User determines that the foregoing remedies are not reasonably available, then Hivey may require that use of the (allegedly) infringing Services (or part thereof) shall cease and in such an event, User shall receive a prorated refund of any fees paid for the unused portion of the Subscription Period. THIS SECTION ‎13(B) STATES HIVEY’S SOLE AND ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY, FOR ANY INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION BY HIVEY AND/OR ITS SERVICES AND UNDERLYING TECHNOLOGY.
    3. Indemnity Conditions. The defense and indemnification obligations of the indemnifying party under this Section ‎13 are subject to: (i) the indemnified party promptly providing a written notice of the claim for which an indemnification is being sought, provided that such indemnitee’s failure to do so will not relieve the indemnifying party of its obligations under this Section ‎13, except to the extent the indemnifying party’s defense is materially prejudiced thereby; (ii) the indemnifying party being given immediate and exclusive control over the defense and/or settlement of the claim, provided, however that the indemnifying party shall not enter into any compromise or settlement of any such claim that requires any monetary obligation or admission of liability or any unreasonable responsibility or liability by an indemnitee without the prior written consent of the affected indemnitee, which shall not be unreasonably withheld or delayed; and (iii) the indemnified party providing reasonable cooperation and assistance, at the indemnifying party’s expense, in the defense and/or settlement of such claim and not taking any action that prejudices the indemnifying party’s defense of, or response to, such claim.
14. API Use We may offer an API that provides additional ways to access and use the Services. Such API is considered a part of the Services, and its use is subject to all these Terms. You may only access and use our API for User’s internal business purposes, in order to create interoperability and integration between the Services and other products, services or systems you and/or User use internally. When using the API you should follow our relevant Terms. We reserve the right at any time to modify or discontinue, temporarily or permanently, your access to the API (or any part of it) with or without notice. The API is subject to changes and modifications, and you are solely responsible to ensure that your use of the API is compatible with the current version.
15. Integration with your Website In conjunction with the Services, we require integration with your website via an open API key; this integration allows us to track clicks and views of our integrated calendar on your website and is used for reporting and tracking the efficiency of our integrated calendar feature. In subscribing for the Services, you hereby consent to such integration and tracking.
16. Third Party Services and Ads The Website may contain links to third-party Websites such as the integrated calendar, apps or other services (e.g., social media platforms), and advertisements for third parties (collectively, “Third-Party Services & Ads”). Such Third-Party Services and Ads are not under the control of Hivey and Hivey is not responsible for any Third-Party Services and Ads. Hivey provides these Third-Party Services and Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services and Ads. When you use Third-Party Services and Ads, you do so at your own risk. When you link to Third-Party Services and Ads, the applicable third party’s terms and policies apply, including the third party’s privacy policies.
17. Local Regulations Hivey is located in the State of Colorado. You are responsible for complying with your state, county, and other applicable local laws and regulations. If you choose to access the Services, Website, or content from other locations, you do so on your own initiative and at your own risk. You are responsible for complying with local laws, if and to the extent local laws are applicable. You specifically agree to comply with all applicable laws concerning the transmission of technical data exported from the United States or the country you reside in.
18. Notice to California Users Under California Civil Code Section 1789.3, California users of the Services 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 (800) 952-5210.
19. Availability of Services We do not guarantee that any or all of the Services, Website or any content will be made available. We may change, modify, edit, suspend, discontinue or otherwise manipulate the Services, Website, content or any part, feature or service of the Services at any time with or without notice to you. You agree that Hivey will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services, Website, or content or any part thereof.
20. Severability In case any provision in these Terms shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
21. Survival All provisions regarding indemnification, warranty, liability, and limits thereon, and protections of proprietary rights and trade secrets shall survive the termination of these Terms.
22. Waiver No failure or delay by Hivey in exercising any right, power or privilege under these Terms will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege under these Terms.
23. Assignment These Terms, and any and all rights and obligations hereunder, may not be transferred or assigned by you without our written approval, provided that you may assign these Terms to your successor entity or person, resulting from a merger, acquisition, or sale of all or substantially all of your assets or voting rights, except for an assignment to a competitor of Hivey, and provided that you provide us with prompt written notice of such assignment and the respective assignee agrees, in writing, to assume all of your obligations under these Terms. We may assign our rights and/or obligations hereunder and/or transfer ownership rights and title in the Services to a third party without your consent or prior notice to you. Subject to the foregoing conditions, these Terms shall bind and inure to the benefit of the parties, their respective successors, and permitted assigns. Any assignment not authorized under this Section ‎23 shall be null and void.
24. Arbitration
    
    1. Except for either party’s claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret, any and all disputes between you and Hivey arising under or related in any way to these Terms, must be resolved through binding arbitration as described in this Section. This agreement to arbitrate is intended to be interpreted broadly. It includes, but is not limited to, all claims and disputes relating to your use of the Website and any of the Services.
    2. YOU AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND HIVEY ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. YOU AND HIVEY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED.
    3. The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association (“AAA”), as modified by this Section. For any claim where the total amount of the award sought is $10,000 or less, the AAA, you and Hivey must abide by the following rules: (a) the arbitration shall be conducted solely based on written submissions; and (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties. If the claim exceeds $10,000, the right to a hearing will be determined by the AAA rules, and the hearing (if any) must take place in your choice of the following locations: Wilmington, Delaware or Denver, CO. The arbitrator’s ruling is binding and may be entered as a judgment in any court of competent jurisdiction. In the event these Terms to arbitrate is held unenforceable by a court, then the disputes that would otherwise have been arbitrated shall be exclusively brought in the state or federal courts located in Denver County, Colorado.
25. Legal Compliance You represent and warrant that (i) you are not located in a country that is subject to a U.S. government embargo or comprehensive sanctions; and (ii) you are not listed on any U.S. government list of prohibited or restricted parties.
26. Entire Agreement These Terms (including the Privacy Policy and any additional guidelines, terms, procedures or rules that may apply to a specific feature of the Services) constitute the entire agreement between you and us regarding the use of the Website and/or Services. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision.
27. Questions; Concerns; Reporting of Violations; Notices Please contact support@hivey.io with any questions, concerns, or to report any violations of these Terms. All notices required or permitted under these Terms shall be submitted to: support@hivey.io in the case of Hivey; and to the email address specified in the User Profile in the case of the User; all notices shall be deemed delivered upon confirmation of successful transmission to the email address specified in this sentence.

EXHIBIT A
SUBSCRIPTION SERVICES PLANS

1. Vendor Plan
   
   1. Increased bookings
   2. Effortless scheduling
   3. Automated communication
2. Venue Starter Plan
   
   1. 1 venue location
   2. Up to 5 events per month
   3. Unlimited approved vendors
   4. Automated communication
3. Venue Plus Plan
   
   1. 1 venue location
   2. Unlimited events per month
   3. Unlimited approved vendors
   4. Automated communication