Terms of Service

Last Updated: 17th July, 2019

Welcome to Hiver.

THIS HIVER TERMS OF SERVICE ( THE “TOS") IS A LEGAL AGREEMENT BETWEEN THE INDIVIDUAL OR LEGAL ENTITY OR ASSOCIATION INTENDING TO USE THE SERVICE ("YOU" OR "CUSTOMER") AND GREXIT, INC. (“HIVER”) BY REGISTERING FOR THE SERVICES OR BY USING THE SERVICES, YOU REPRESENT, WARRANT, AND AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND TO THE TERMS OF THE AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THE AGREEMENT, OR YOU DO NOT HAVE AUTHORITY TO BIND CUSTOMER TO THE AGREEMENT, YOU MAY NOT USE THE SERVICES. THIS TOS AND OUR PRIVACY POLICY (AVAILABLE AT HTTPS://HIVERHQ.COM/PRIVACY) CONSTITUTES A BINDING CONTRACT ON YOU AND GOVERNS YOUR USE OF AND ACCESS TO THE SERVICES BY YOU, AGENTS AND END-USERS WHETHER IN CONNECTION WITH A PAID OR FREE TRIAL SUBSCRIPTION TO THE SERVICES. PLEASE READ IT CAREFULLY.

YOU MAY NOT USE THE SERVICE IF YOU ARE A COMPETITOR TO HIVER.

YOU MAY NOT USE THE SERVICE IF YOU ARE UNDER THE AGE OF 18.

Definitions

“Hiver”, “Us” and “We”, means Grexit, Inc., a Delaware corporation, its employees and contractors.

"Service" and "Services" means the Hiver software-as-a-service solution(s), together with any associated tools, products, services, media, browser extension, mobile apps, downloaded software, and other content delivered to You through the Site or otherwise by Hiver.

“Website” means website for various Services and other websites that Hiver operates.

“Browser Extension” means the Hiver browser extension which needs to installed in the web browser to access the Services

"Contractor" means an independent contractor or consultant who is not a competitor of Hiver.

"Customer Data" means any data of any type that is submitted to the Services by or on behalf of Customer, including without limitation, data submitted, uploaded or imported to the Services by Customer (including from Third Party Platforms)

"Feedback" means comments, questions, suggestions or other feedback relating to any Hiver product or service.

“Active User" means an employee or Contractor of Customer or its Affiliate who is authorized to access the Service.

“Active User Account” means an Active User account in the context of Hiver’s software

"Sensitive Personal Information" means any of the following: (i) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards ("PCI DSS"); (ii) patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act ("HIPAA"); or (iii) any other personal data of an EU citizen deemed to be in a "special category" (as identified in EU General Data Protection Regulation (GDPR) 2016/679).

"Third-Party Platform" means any software, software-as-a-service, data sources or other products or services not provided by Hiver that are integrated with Services as described in the technical user Documentation.

1. License to use the Services

1. License. Subject to the TOS, Hiver grants You the revocable, non-exclusive, non-transferable, and non-sublicensable license to use the Services through Your Active User Accounts.
2. Subscription Basis. You acknowledge and agree that, as described further herein, Your license to use the Services is provided on a term, paid-subscription basis. Unless Your account is terminated per section 11, Your subscription will renew automatically for a subscription Term equivalent in length to the then expiring subscription Term..

2. Access to the Services

1. Hiver does not provide the equipment required to access the Services. You are responsible for procuring and maintaining the network connections that connect You to the Services. Your access to and use of the Services may require You to use or maintain specific browser software, security certifications and other procedures that supports protocols used by the Services.
2. You may not be able to access or use the Services (a) during planned downtime for upgrades and maintenance to the Service (of which We will use commercially reasonable efforts to notify You in advance through Our Services) (“Planned Downtime”), or (b) during any unavailability caused by circumstances beyond Our reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, technical failures beyond Our reasonable control (including, without limitation, inability to access the internet), or acts undertaken by third parties, including without limitation, distributed denial of service attacks.
3. We will use commercially reasonable efforts to schedule Planned Downtime for weekends (Pacific Time zone) and other off-peak hours.

3. General conditions and limitations

1. No Reselling or Sub-Licensing. You shall not license, sublicense, sell, resell, rent, lease, transfer, assign, distribute or otherwise commercially exploit or make the Services available to any third party, other than as expressly permitted by the TOS.
2. No sharing of Active User Accounts. You shall ensure that the number of Your Active User Accounts is equal to or less than the number of Active User Accounts for which You have subscribed. You are responsible for ensuring that access to a Active User Account is not shared. Only one individual may authenticate to one Active User Account. If You are a legal entity or association, all persons using Your Active User Accounts must be either Your employees or Your contractors who have agreed to be bound by the TOS.
3. No Unlawful Use or Objectionable Content. You shall not use the Services in any unlawful manner or in any manner that interferes with or disrupts the integrity or performance of the Services and its components or infringes on the rights of another party. You shall not modify, adapt or hack any protected (encrypted or compiled) parts of the Software, or otherwise attempt to gain unauthorized access to those parts or its related systems or networks. You undertake not to promote any material that is unlawful, threatening, abusive, malicious, defamatory, false, materially inaccurate, or otherwise objectionable. You will not reproduce, publish, or distribute content in connection with the Service that infringes any third party’s trademark, copyright, patent, trade secret, publicity, privacy, or other personal or proprietary right. Hiver offers no assurance that Your use of the Service under the terms of the TOS will not violate any law or regulation applicable to You.
4. No Sensitive Personal Information. You specifically agrees not to use the Services to collect, store, process or transmit any Sensitive Personal Information. Hiver will have no liability under this TOS for Sensitive Personal Information, notwithstanding anything to the contrary herein.
5. Transmission of Data. You acknowledge that technical processing and transmission of the Services, including Your content, may be transferred unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to Hiver’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service. You shall not use the Services as a proxy between a user and other network data.
6. Data Recovery. If loss of data occurs due to an error on Hiver’s part, Hiver will attempt to recover the data at no charge. If loss of data occurs due to an error on Your part Hiver may, at its discretion, offer a data recovery service for a reasonable fee.
7. Fair Usage Policy. Hiver take all reasonable efforts to provision sufficient resources to provide good quality of Service, relative to the number of Active User Accounts purchased. If Your use of the Services affects the quality of Services that we are able to provide to other customers, Hiver may throttle down the Services or suspend Services to You. Depending on the specific issue (for example, whether sustained or a one-time occurrence), Hiver may require You to upgrade to a higher capacity account. Hiver undertakes to discuss such problems with You in good time, should they arise.
8. Compliance with Laws. You agree to comply with all applicable Laws in its use of the Services. Without limiting the generality of the foregoing, You will not engage in any unsolicited advertising, marketing, or other activities using the Services, including without limitation any activities that violate the Telephone Consumer Protection Act of 1991, CAN-SPAM Act of 2003 or any other anti-spam laws and regulations.
9. Handling Software. You shall not (a) reverse engineer, decompile, disassemble, or decrypt any portion of compiled and/or source code, in whole or in part, or otherwise attempt to discover the source code to the software used in the Service, (b) use any Third Party Software independently of the Services or (c) use any other or modified browser extension other than the official Hiver browser extension available at the Chrome App store or the safari extension downloaded from our Website and any other mobile app other than the official Hiver mobile app from either the Google Play store or the iOS App store or (d) make any attempt to circumvent parts of the Services designed to enforce the maximum number of Active User Accounts for which You have paid. You obtain no rights to the Service except for the limited rights to use the Service expressly granted by the TOS.
10. Limited License. You acknowledge and agree that (i) the Service is the property of Hiver and is licensed and not sold to You under the TOS and (ii) the Service uses, embodies, and contains confidential and proprietary information and technology of Hiver and/or its licensors and embodies trade secrets and intellectual property of Hiver and/or its licensors protected under the United States copyright and other laws, and by international treaty provisions (collectively referred to as “Hiver’s Intellectual Property Rights”). Your rights in the Service are strictly limited to those license rights expressly granted under Section 1.1 above, and Hiver retains all rights not expressly granted herein. Without limiting the foregoing, Hiver and/or its licensors retain all right, title, and interest in and to Hiver’s Intellectual Property Rights, including but not limited to: (i) all software code (source and object), functionality, technology, system or network architecture and user interfaces and all modifications thereto and (ii) all trade secrets, patents, copyrights and other intellectual property rights with respect to the Service. You further acknowledge that there are no implied licenses granted under the TOS.

4. Customer Data

1. Rights in Customer Data. You will retain all right, title and interest (including any and all intellectual property rights) in and to Your Data as provided to Hiver. Subject to the terms of this TOS, You hereby grants to Hiver a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, create derivative works of and display Your Data solely to the extent necessary to provide the Services to You.
2. Customer Obligations. You are solely responsible for the accuracy, content and legality of all Your Data. You represent and warrant to Hiver that You have all necessary rights, consents and permissions to collect, share and use all Your Data as contemplated in this TOS (including granting Hiver the rights in Section 4.1 (Rights in Customer Data)) and that no Customer Data will violate or infringe (i) any third party intellectual property, publicity, privacy or other rights, (ii) any Laws, or (iii) any terms of service, privacy policies or other agreements governing Your accounts with any Third-Party Platforms.
3. Aggregated Anonymous Data. Notwithstanding anything to the contrary herein, You agrees that Hiver may obtain and aggregate technical and other data about Your use of the Services that is non-personally identifiable with respect to Customer ("Aggregated Anonymous Data"), and Hiver may use the Aggregated Anonymous Data to analyze, improve, support and operate the Services and otherwise for any business purpose during and after the term of this TOS, including without limitation to generate industry benchmark or best practice guidance, recommendations or similar reports for distribution to and consumption by Customer and other Hiver customers. For clarity, this Section 4.3 does not give Hiver the right to identify Customer as the source of any Aggregated Anonymous Data.

5. Changes to the services and websites

1. Our Service. We may update the Services from time to time and You may receive notifications of such upgrades, enhancements or updates (“Updates”). Any new or modified features added to or augmenting or otherwise modifying the Services or other updates, modifications or enhancements to the Service are also subject to these Terms and We reserve the right to deploy Updates at any time.
2. Third party services and network connections. We are not responsible for notifying You of any upgrades, fixes or enhancements to any such services or for any compromise of data, including Your Data, transmitted across computer networks or telecommunications facilities (including but not limited to the internet) which are not owned, operated or controlled by Us. You agree that We are not responsible for the reliability or performance of any services or connections as described in this sub-section.
3. Websites. We may also change content on Our Websites at any time. However, please note that any of the content on Our Websites may be out of date at any given time, and We are under no obligation to update it. For clarity, this sub-section refers to Our Websites excluding the Service. We may discontinue or change any part of Our Websites, that does not affect the Service, without notifying You. Our Websites may contain links to websites, content and resources provided by third parties (“Third Party Links”). These Third Party Links are governed by their own terms and privacy policies and You agree that We have no control over these Third Party Links and are not responsible for Your access or use of these Third Party Links.

6. Trademarks and Publicity

1. Use of Names and Trademarks. While You remain licensed to use the Services, You may use Hiver’s name or logos in order to identify Yourself as a customer. You shall not otherwise use Hiver’s name or trademarks, unless written permission is obtained from Hiver or otherwise set out in the TOS.
2. Disrepute. You shall not commit any act where the result of which is the likely disrepute or harming of interests of Hiver’s name or the name of its third party vendors, whether through explicit act or omission.
3. Promotional Materials and Publicity. You authorize Hiver to use Your name and trademarks in Hiver’s promotional materials and for publicity purposes. You can opt-out at any time by writing to: [email protected]

7. Third-Party Platforms

The Services may support integrations with certain Third-Party Platforms. In order for the Services to communicate with such Third-Party Platforms, You may be required to input credentials in order for the Services to access and receive relevant information from such Third-Party Platforms. By enabling use of the Services with any Third-Party Platform, You authorize Hiver to access Customer's accounts with such Third-Party Platform for the purposes described in this TOS. You are solely responsible for complying with any relevant terms and conditions of the Third-Party Platforms and maintaining appropriate accounts in good standing with the providers of the Third-Party Platforms. You acknowledge and agree that Hiver has no responsibility or liability for any Third-Party Platform or any Customer Data exported to a Third-Party Platform. Hiver does not guarantee that the Services will maintain integrations with any Third-Party Platform and Hiver may disable integrations of the Services with any Third-Party Platform at any time with or without notice to Customer. For clarity, this TOS governs Your use of and access to the Services, even if accessed through an integration with a Third-Party Platform.

8. Account Security; Monitoring

1. You are responsible for maintaining the confidentiality of your login, password and account and for all activities that occur under your login or account. You will promptly notify Hiver if you learn of a security breach related to the Service, including the compromise or loss of any of your login credentials.
2. Hiver reserves the right to access your account in order to respond to your requests for technical support or to ensure proper functioning of the Service. For the avoidance of doubt, Hiver has the right, but not the obligation, to monitor the Service, Content, or Your Content. Hiver will do so if required by law or in the good faith belief that such action is protect Hiver, the Service, or other users of the Service.
3. Hiver will maintain commercially reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. These safeguards may include encryption of Your Data in transmission (using SSL or similar technologies) as described further in the Security section on Our Website.
4. Hiver will take reasonable business precautions to ensure that the Service will not contain or execute any device, software, routine, virus, worm, Trojan horse, cancelbot, malicious code (Javascript or otherwise), or other contaminating or destructive feature that could delay, disrupt, or interfere with the use or proper functioning of any software, website, or email system.

9. Confidentiality

1. For purposes of this TOS, “Confidential Information” shall include the terms of this TOS, Your Content, each party’s proprietary technology, business processes and technical product information, designs, issues, all communication between the parties regarding the Service and any information that is clearly identified in writing at the time of disclosure as confidential. Notwithstanding the foregoing, Confidential Information shall not include information which: (1) is known publicly; (2) is generally known in the industry before disclosure; (3) has become known publicly, without fault of the receiving party; (4) the receiving party becomes aware of from a third party not bound by non-disclosure obligations to the disclosing party and with the lawful right to disclose such information to the receiving party; or (5) is aggregate data regarding use of the Service that does not contain any personally identifiable or Customer-specific information.
2. Each party agrees: (a) to keep confidential all Confidential Information; (b) not to use or disclose Confidential Information except to the extent necessary to perform its obligations or exercise rights under this TOS or as directed by you; (c) to protect the confidentiality thereof in the same manner as it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of such Confidential Information) and to make Confidential Information available to authorized persons only on a “need to know” basis. Either party may disclose Confidential Information on a need to know basis to its contractors and service providers who have executed written agreements requiring them to maintain such information in strict confidence and use it only to facilitate the performance of their services in connection with the performance of this Agreement. Notwithstanding the foregoing, this Section 9 will not prohibit the disclosure of Confidential Information to the extent that such disclosure is permitted by law or order of a court or other governmental authority or regulation.

10. Billing, Plan Modifications and Payments

1. Subscription Charges. Except during Your free trial, all charges associated with Your Account (“Subscription Charges”) are due in full and payable in advance, in accordance with Section 10.2, when You subscribe to the Services. Unless specified otherwise in a Form, the Subscription Charges are based on the Service Plans You choose and are payable in full until You terminate Your Account in accordance with Section 11. You will receive a confirmation by email upon each receipt of payment by Us. You may also obtain a payment receipt from within the Services.
2. Payment methods. You may pay the Subscription Charges through Your credit card, or other accepted payment method as specified in a Form. For credit card payments, Your payment is due immediately upon Your receipt of Our invoice. You hereby authorize Us or Our authorized agents, as applicable, to bill Your credit card upon Your subscription to the Services (and any renewal thereof). For payments through other accepted methods, Your payment is due within thirty (30) days of Our invoice date unless otherwise stated in a Form.
3. Renewal. Your subscription to the Services will renew automatically for a Subscription Term equivalent in length to the then expiring Subscription Term. Unless otherwise provided for in any Form, the Subscription Charges applicable to Your subscription to the Services for any such subsequent Subscription Term shall be Our standard Subscription Charges for the Service Plan to which You have subscribed as of the time such subsequent Subscription Term commences. You acknowledge and agree that, unless You terminate Your Account in accordance Section 11, Your credit card will be charged automatically for the applicable Subscription Charges.
4. We may use a third party service provider to manage credit card and other payment processing; provided, that such service provider is not permitted to store, retain or use Your payment account information except to process Your credit card and other payment information for Us. You must notify Us of any change in Your credit card or other payment account information, either by updating Your Account or by e-mailing Us at [email protected]
5. Refunds. Unless otherwise specified in these Terms or a Form or a Service Plan, all Subscription Charges are non refundable. No refunds shall be issued for partial use or non-use of the Services by You.
6. Late Payments/Non-payment of Subscription Charges. We will notify You if We do not receive payment towards the Subscription Charges within the due date for Your Account. For payments made through credit cards, We must receive payments due within a maximum of two (2) days from the date of Our notice and for payments through other accepted methods, We must receive payments within a maximum of fourteen (14) days from the date of Our notice. If We do not receive payment within the foregoing time period, in addition to Our right to other remedies available under law, We may (i) charge an interest for late payment @ 1.5% per month and/or; (ii) suspend Your access to and use of the Services until We receive Your payment towards the Subscription Charges as specified herein and/or; (iii) terminate Your Account in accordance with Section 11.2.
7. Upgrades and Downgrades: You may upgrade or downgrade within a Service Plan or between two Service Plans. You understand that downgrading may cause loss of content, features, or capacity of the Services as available to You before downgrading Your Account. We will not be liable for such loss. When You upgrade the new Subscription Charges become immediately applicable. Upon upgrade, the new Subscription Charges for the subsisting month would be charged on pro-rated basis and Your credit card will be charged automatically. Subsequent months will be charged in full according to the new Subscription Charges. Upon downgrade, the new charges will come into effect after the end of the current Subscription Term.
8. Applicable Taxes: Unless otherwise stated, the Subscription Charges do not include any taxes, levies, duties or assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). You are responsible for paying the Taxes that would be levied against You by government authorities. We will invoice You for such Taxes if We believe We have a legal obligation to do so and You agree to pay such Taxes if so invoiced.
9. User Benefits: Apart from the credits provided to You when You downgrade, We may, at Our sole discretion, offer You certain benefits such as discounts on Subscription Charges, extension in Subscription Term for no extra payments from You, with regard to the Services. These benefits are specific to Your Account and the Services identified while offering these benefits. They are not transferable. The benefits may have an expiry date. If they do not have an expiry date, they will expire upon completion of twelve(12) months from their date of offer.

11. Suspension and Termination

1. We shall not be liable to You or any other third party for suspension or termination of Your Account or access to and use the Services, if such suspension or termination is in accordance with these TOS.
2. Suspension and Termination by Us: In addition to suspension for late payment or non-payment of Subscription Charges, We may suspend Your access to and use of Your Account or the Services if You are in violation of the TOS. We will notify You of Your activities that violate these Terms and, at Our sole discretion, provide You with a period of fifteen (15) days (“Cure Period”) to cure or cease such activities. If You do not cure or cease such activities within said Cure Period or if We believe that Your breach of these Terms cannot be cured, Your Account shall be terminated.
3. Termination by You: In case you choose to discontinue using Hiver, you can request the deletion of your Hiver account through your ‘Admin panel’ in Hiver settings. The Hiver support team will get in touch with you shortly after, to complete the deletion process. Alternatively, you can log a deletion request by writing to [email protected]
4. Effect of Terminating Your Account:

a) Data Export. We strongly recommend that You export all Your Data before You terminate Your Account. In any event, following the termination of Your Account either by You or Us or if You do not subscribe to a Service Plan on expiry of Your free trial, Your Data will be retained for a period of 14 days (“Data Retention Period”) from such termination or expiry of free trial within which You may contact Us to export Your Data. Beyond this Data Retention Period, We reserve the right to delete all Your Data in the normal course of operation. Your Data cannot be recovered once it is deleted. Please note that some of your content, data, information, text, files might remain in our backups for a period not exceeding two months.

b) Charges. If You terminate Your Account prior to the end of Your then-effective Subscription Term or We effect such termination, in addition to other amounts You may owe Us, You must immediately pay any then unpaid Subscription Charges associated with the remainder of such Subscription Term, unless waived by Us in writing. This amount will not be payable by You in the event You terminate Your subscription to the Services or terminate Your Account as a result of a material breach of these Terms by Us, provided that You provide advance notice of such breach to Us and afford Us not less than thirty (30) days to reasonably cure such breach.

12. Disclaimer of Warranties

THE WEBSITES AND THE SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. WE EXPRESSLY DISCLAIM ANY AND ALL CONDITIONS, REPRESENTATIONS, WARRANTIES OR OTHER TERMS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON INFRINGEMENT.

YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE SERVICES OR WEBSITES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE AND YOU FURTHER ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE ACCESS TO THE SERVICES, WHICH IS PROVIDED OVER INTERNET AND VARIOUS TELECOMMUNICATIONS NETWORKS, ALL OF WHICH ARE BEYOND OUR CONTROL, WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE.

THE CONTENT ON OUR WEBSITES IS PROVIDED FOR GENERAL INFORMATION ONLY. IT IS NOT INTENDED TO AMOUNT TO ADVICE ON WHICH YOU SHOULD RELY. YOU MUST OBTAIN PROFESSIONAL OR SPECIALIST ADVICE BEFORE TAKING, OR REFRAINING FROM, ANY ACTION ON THE BASIS OF THE CONTENT ON OUR WEBSITES. NO INFORMATION OR ADVICE OBTAINED BY YOU FROM US OR THROUGH THE SERVICES OR WEBSITES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

13. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE, OUR AFFILIATES, OFFICERS, DIRECTORS,EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO ANY PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST SALES, LOST GOODWILL, LOSS OF USE OR LOST CONTENT, IMPACT ON BUSINESS, BUSINESS INTERRUPTION, LOSS OF ANTICIPATED SAVINGS, LOSS OF BUSINESS OPPORTUNITY) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, BREACH OF STATUTORY DUTY, NEGLIGENCE OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE FORESEEN SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR AGGREGATE LIABILITY AND THAT OF OUR AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS, RELATING TO THE SERVICES, WILL BE LIMITED TO AN AMOUNT EQUAL TO THE LOWER OF (A) TWELVE MONTHS OF THE SUBSCRIPTION CHARGES FOR THE SERVICES TO WHICH THE CLAIM RELATES; OR (B) THE SUBSCRIPTION CHARGES PAID BY YOU, FOR THE SERVICES TO WHICH THE CLAIM RELATES PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY.

THE LIMITATIONS AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE.

14. Indemnification

1. Indemnification by Us. Subject to Your compliance with these TOS, We will indemnify and hold You harmless, from and against any claim brought against You by a third party alleging that the Services You subscribed to infringes or misappropriates such third party’s valid patent, copyright, or trademark (an “IP Claim”). We shall, at Our expense, defend such IP Claim and pay damages finally awarded against You in connection therewith, including the reasonable fees and expenses of the attorneys, provided that (a) You promptly notify Us of the threat or notice of such IP Claim; (b) We have or will have the sole and exclusive control and authority to select defense attorneys, defend and/or settle any such IP Claim; and (c) You fully cooperate with Us in connection therewith. We will have no liability or obligation with respect to any IP Claim if such claim is caused in whole or in part by (i) compliance with designs, data, instructions or specifications provided by You; (ii) modification of the Services by anyone other than Us; or (iii) the combination, operation or use of the Services with other hardware or software where the Services would not by themselves be infringing.
2. Indemnification by You. You will indemnify and hold Hiver harmless against any claim brought by a third party against Us, and their respective employees, officers, directors and agents arising from or related to use of the Services by You in breach of these Terms or matters which You have expressly agreed to be responsible pursuant to these Terms; provided that We promptly notify You of the threat or notice of such a claim.

15. Miscellaneous

1. Assignment. You may not assign Your account with Hiver or Your rights under the TOS without Hiver’s prior written consent, except in the case of a sale of all or substantially all of Your assets. Hiver may assign, in whole or in part, its rights, interests, and obligations hereunder without limitation.
2. Enforcement. The failure of Hiver to exercise or enforce any right or provision of the TOS shall not be a waiver of that right. No provision in the TOS shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of a breach by the other, whether expressed or implied, shall not constitute a consent to, waiver of, or excuse for any other different or subsequent breach.
3. Export Controls. You agree to comply with all applicable export and re-export control laws and regulations, including without limitation the Export Administration Regulations maintained by the U.S. Department of Commerce and trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control. If You are in a country outside of the United States, You agree to additionally comply with any local rules regarding online conduct and acceptable content, including without limitation laws regulating the export and re-export of data to and from the United States or such other country.
4. Governing Law. The rights and obligations of the parties and all interpretations and performance of this TOS shall be governed by and construed in accordance with the laws of California, USA, without regard to conflicts of laws principles. The parties agree that the provisions of the United Nations Convention on Contracts for the International Sale of Goods do not apply to this Agreement. The parties irrevocably and unconditionally consent to the exclusive jurisdiction of the courts of Santa Clara County, California, USA, and all courts competent to hear appeals therefrom. THE PARTIES WAIVE ANY RIGHT TO JURY TRIAL IN CONNECTION WITH ANY ACTION OR LITIGATION IN ANY WAY ARISING OUT OF OR RELATED TO THIS TOS.
5. Severability. Any provision of the TOS that shall prove to be invalid, void, or illegal, shall in no way affect, impair, or invalidate any other provision of the TOS, and such other provisions shall remain in full force and effect.
6. No Third-Party Beneficiaries. Nothing express or implied in the TOS is intended to confer, nor shall confer, upon any person or entity other than the parties and their respective successors or assigns any rights, remedies, obligations, or liabilities whatsoever.

16. Modifications to this Agreement

Hiver may change this TOS from time to time. You can find the most current version of the TOS at http://www.hiverhq.com/terms. If we do this, we will indicate at the top of this page the date these terms were last revised. We will also use commercially reasonable efforts to notify you of any material changes to the TOS, either through the Service user interface, in an email notification to the email provided by you in connection with the Service, or through other reasonable means. Any such changes will become effective upon the earlier of (a) your use of the Site and/or Service with actual knowledge of the change, or (b) fourteen (14) days after they are posted. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new TOS, provided that disputes arising hereunder will be resolved in accordance with the TOS in place at the time the facts giving rise to the dispute occurred. Notwithstanding the generality of the foregoing, you understand and acknowledge that you are agreeing to arbitrate disputes arising hereunder (as described in further detail under the heading “Dispute Resolution By Binding Arbitration”), and that the terms of our Arbitration Agreement will not be modified without your express agreement.

17. Contacting Us

1. All notices to be provided by Us to You under the TOS may be delivered in writing
   (i) by nationally recognized overnight delivery service (“Courier”) or US mail to the contact mailing address provided by You on any while subscribing to the Service(s); or
   (ii) electronic mail to the e-mail address provided for Your Account.
2. If you need to give notice to Hiver, you must do so in writing by Courier or US Mail to: Grexit, Inc., Suite 203, 2880 Zanker Rd, San Jose, CA 95134 with a CC to le[email protected] by electronic mail. All notices shall be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, two (2) business days after being deposited in the mail or with a Courier as permitted above. If you have any questions or concerns about the Services or this TOS, you may contact us by email at [email protected]