CITY HIVE SUPPLIER TERMS OF SERVICE

Table of Contents
  1. Warranties by Both Parties
  2. Warranties by City Hive
  3. No Further Representations
  4. Account Terms
    1. Account Registration and Activation
    2. Account Ownership
    3. Account Closure and Cancellation
      1. Cancellation and Termination by You
      2. Cancellation and Termination by Us
  5. Limitations of Liability and Indemnification
    1. No Direct, Indirect or Consequential Damages
    2. No Liability for Accessibility Claims
    3. Indemnification
  6. Third Party Services
    1. Limited Aggregate Liability
  7. Intellectual Property and Content Rights
    1. City Hive Intellectual Property
    2. Your Intellectual Property
  8. DMCA Notice and Takedown Procedures
  9. Confidentiality
  10. No Exclusivity
  11. Binding Arbitration, No Jury Trial, No Class Action
  12. Independent Parties
  13. Force Majeure
  14. No Assignment
  15. Waiver and Complete Agreement, Invalidity of a Provision, Reservation of Rights
  16. Governing Law
Last updated January 10, 2024
By signing up for or using City Hive Inc.'s various services for suppliers, including but not limited to the products, apps, software, platforms, websites, systems, SDKs and/or technologies described herein, or any other services or products provided to suppliers now or in the future (collectively, the "Supplier Services"), you are confirming that you have read, accept, and that you agree to be bound by the following terms and conditions ("Supplier Terms"), in addition to City Hive's Acceptable Use Policy ("AUP"), as well as any applicable separate agreements or amendments (collectively, the "Additional Agreements"), all of which are herein incorporated by reference, and you are further confirming you have the authority to bind the business entity using or considering the use of these services.
As used in these Supplier Terms, "City Hive," "Us," "Our" or "We" means City Hive, Inc. and "You" or the "Supplier" means the entity using or considering use of all or any of our services under these Supplier Terms. You and City Hive may also be referred to throughout these Supplier Terms individually as a "Party" and collectively as the "Parties."
The Supplier Services offered by City Hive include various software products and services to help You manage Your business, engage with prospective and existing customers, share and promote your content, to provide You with data and information regarding existing and prospective opportunities and customers, to enable you to advertise, promote, and increase the reach of your business, to help You gain general market exposure, to help you offer your services and products to customers and prospective customers, to help you transact, pay and get paid for goods and services you buy and/or sell. Any new features or tools which are added to the current Supplier Services shall also be subject to these Supplier Terms.
You can review the current version of these Supplier Terms at any time at https://www.cityhive.net/suppliers/terms-of-service/. City Hive reserves the right to update and change these Supplier Terms from time to time to reflect changes to law, functionality or for any or no reason, with or without notice, by posting updates and changes to the City Hive website at the link above. Although City Hive will make a reasonable effort to inform You of any changes, You are advised to check these Supplier Terms from time to time for any updates or changes. If at any time You do not agree with these Supplier Terms, or do not agree to any modified Supplier Terms, you must immediately notify us and stop using the Supplier Services. Your breach or violation of any term in these Supplier Terms, or in any of the Additional Agreements, as determined in the sole discretion of City Hive, may result in an immediate termination of Your services and may also entitle City Hive to bring an action against You for any and all other remedies available at law and in equity.
These Supplier Terms may be available in languages other than English. To the extent of any inconsistencies or conflicts between these English Supplier Terms and any City Hive terms of service available in another language, the most current English version of these Supplier Terms will prevail.
  1. Warranties by Both Parties
    1. Each Party represents and warrants to the other that: (a) it has the power and authority to agree to these Supplier Terms and the Additional Agreements and perform its obligations under these Supplier Terms; (b) it is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or formation and is duly qualified to do business in and is in good standing in each jurisdiction where the conduct of its business, provision of its goods and/or services, or the ownership of its property requires such qualification; (c) these Supplier Terms reflect its legal, valid and binding obligation, enforceable against it; and (d) it shall comply with all laws applicable to it and to its obligations under these Supplier Terms.
  2. Warranties by City Hive
    1. City Hive represents and warrants that it does not own any retail liquor licenses, nor does it own any shares of a retail liquor licensee. No monies paid by Suppliers to City Hive will ever flow to retail licensees.
  3. No Further Representations
    1. Except as expressly set forth in these Supplier Terms, neither Party makes any representations or warranties, express or implied, including without limitation any implied warranty of merchantability or fitness for a particular purpose. City Hive does not warrant or guarantee that (a) the Supplier Services or any other service, offer or transaction will be error-free; (b) any errors, omissions or misplacements will be corrected, or (c) any offer and/or transaction will result in any revenue or profit for You. City Hive makes no representations or warranties, express or implied, regarding the Supplier Services or any other promotion, distribution or redemption method used or provided by City Hive (including with respect to its uninterrupted or error-free operation) and/or the accuracy, adequacy, reliability, availability, timeliness, completeness, suitability or other characteristics of the information and materials contained on or presented therein. The City Hive Supplier Services and all related information and materials are provided "as is", without any warranty of any kind, and on an "as available" basis.
  4. Account Terms
    1. Account Registration and Activation
      1. You may register for a Supplier Account, which includes providing the individual and entity information requested. This information must be kept current in the Supplier Dashboard, the secure section of the City Hive site by which You interface with Your Supplier Account. City Hive may reject Your application for a Supplier Account for any reason or for no reason, at its sole discretion.
      2. City Hive will use the email address You provide in your Supplier Dashboard as the primary method for communication. You hereby (a) consent to receive communications from City Hive in an electronic form and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that City Hive provides to You electronically satisfy any legal requirement that such communications would satisfy if they were in writing. Any notice required or permitted hereunder shall be provided in writing, and shall be deemed delivered when (a) sent by electronic mail to the then-current e-mail address in Your Supplier Dashboard, or (b) regardless of whether or not actually received, when deposited in (i) the United States mail, postage prepaid, certified mail, return receipt requested, or (ii) a regional or national overnight courier service, addressed to the applicable Party.
      3. You are responsible for maintaining the security of Your Supplier Account and password for each of Your users. You agree to immediately notify City Hive of any unauthorized use of Your password or Supplier Account or any other breach of security related to the City Hive Supplier Services. City Hive is not liable for any loss or damage from Your failure to maintain the security of Your Supplier Account and password. City Hive shall not be liable for any loss or damage arising from Your failure to comply with such security obligations.
    2. Account Ownership
      1. You may not transfer or share Your Supplier Account ownership with anyone unless We grant you written permission. All users must have their own account. City Hive retains the rights to determine, in Our sole judgment, rightful Supplier Account ownership and to transfer a Supplier Account to the rightful owner. If We are unable to reasonably determine the rightful Supplier Account owner, City Hive reserves the right to temporarily disable a Supplier Account until resolution has been achieved.
      2. We reserve the right to request documentation to determine or confirm Supplier Account ownership. Documentation may include, but is not limited to, copies of business licenses, government issued photo IDs, etc.
    3. Account Closure and Cancellation
        4. Upon termination of Your Supplier Account by either party, City Hive will cease providing You with services and You will no longer be able to access Your Supplier Account, and any and all of Your content may be deleted. This information may not be recoverable even in the event of Supplier Account reinstatement.
      1. Cancellation and Termination by You
        2. You may cancel Your Supplier Account at any time by emailing support@cityhive.net and then following the specific instructions in City Hive's response. Cancellations requested by phone or sent to any other email address shall not be effective.
      2. Cancellation and Termination by Us
        3. City Hive reserves the right to terminate this agreement and close Your Supplier Account at any time, for any reason or for no reason.
  5. Limitations of Liability and Indemnification
    1. No Direct, Indirect or Consequential Damages
      2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CITY HIVE OR ITS AFFILIATES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF GOODWILL, DAMAGE FROM ANY SECURITY BREACH OR ANY OTHER SECURITY INTRUSION, OR ANY OTHER PECUNIARY OR NON-MONETARY LOSS, HOWEVER CAUSED AND ON ANY LEGAL OR EQUITABLE THEORY OF LIABILITY, AND WHETHER OR NOT FOR BREACH OF CONTRACT, NEGLIGENCE OR OTHERWISE, EVEN IF CITY HIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY BREACH OF CONDITION(S) OR FUNDAMENTAL TERM(S).
    2. No Liability for Accessibility Claims
      3. City Hive makes an ongoing effort to support accessibility but does not guarantee any specific level of accessibility compliance. We assume no responsibility or liability in the event of an accessibility claim arising from an actual or alleged failure to comply with applicable accessibility laws with regard to Your Supplier Services.
    3. Indemnification
      1. You, at your sole cost and expense, shall defend, indemnify and hold Us harmless from and against any and all Claims, including reasonable legal fees, brought against Us arising out of or in connection with any infringement, misappropriation or other violation of any trademark or copyright of any third party by You.
      2. City Hive, at its sole cost and expense, shall defend, indemnify and hold You harmless from and against any and all Claims, including reasonable legal fees, brought against You arising out of or in connection with any infringement, misappropriation or other violation of any trademark or copyright of any third party by City Hive (excluding City Hive's use of materials provided or authorized for City Hive's use by You).
  6. Third Party Services
      7. City Hive may enable or provide You with access to third party software, applications, products, services or website links (collectively and individually, "Third Party Services"). City Hive makes no representations or warranties, and shall have no liability whatsoever, for services or products of any Third Party Services.
    1. Limited Aggregate Liability
      1. CITY HIVE'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT RECEIVED BY CITY HIVE FROM YOU DURING THE 12 MONTHS PRECEDING THE EVENT WHICH CAUSES SUCH LIABILITY TO ARISE.
  7. Intellectual Property and Content Rights
    1. City Hive Intellectual Property
      1. City Hive intellectual property ("City Hive IP") means any and all intellectual property owned, controlled, or licensed by City Hive, including, but not limited to the Supplier Services, sites, system, apps, the "look and feel" of our offerings, selection, sequence, API, content, software, and arrangement of our offerings, and all other services, content, graphics, user interface, audio clips, video clips, editorial content, underlying source code, as well as the scripts and software used to implement these services. City Hive IP is protected by applicable intellectual property and other laws, including but not limited to copyright law.
      2. You warrant that You will not use City Hive provided Software, SDKs, API, Content or IP in any way whatsoever except for use of the Supplier Services in compliance with these Supplier Terms. You will not copy, replicate reverse engineer, reproduce, modify, or create derivative works from any City Hive Software, API, Content or IP. You shall not "scrape" content from City Hive including, but not limited to, City Hive Powered sites, Supplier Services, apps, or any other offerings. You shall not share, rent, license, distribute, or otherwise transfer any City Hive Software, API, Content or IP to any third party or post or otherwise make available any City Hive IP in any form, on any forum, or use any City Hive Software, API, Content or IP in any way other than as agreed upon in these Supplier Terms.
      3. You shall not use any automated agent or "bot" to gain access to City Hive Software, API, Content or IP.
    2. Your Intellectual Property
      1. You hereby warrant and represent that You own the rights to any and all photos, images, videos, graphics, advertisements, creative, descriptions, or other content You upload or share on your site or through your Supplier Services (collectively, "Supplier Materials"). You are responsible for ensuring compliance with any applicable laws and regulations that pertain to all your Supplier Materials.
      2. By uploading Supplier Materials or otherwise allowing their use on our sites, You grant to City Hive an irrevocable, nonexclusive, worldwide license to download, copy, replicate, modify, store, distribute, display, share, transmit, use, and populate on our partner, customer, retailer and merchant sites, Your Supplier Materials, for use by Us and by any and all City Hive customers, partners, and affiliates, for any and all commercial purposes. Images and other Supplier Materials You upload may be syndicated to our client sites, apps, and platforms.
      3. Unless otherwise specified in writing, You give City Hive the right, option and discretion to initiate and/or participate in legal actions to enforce any copyright infringements of Your Supplier Materials.
      4. City Hive shall have the non-exclusive right and license to use the names, trademarks, service marks and logos associated with Your business to promote City Hive and Our services. City Hive may, in its sole discretion, include You in any press release regarding the Supplier Services described herein, or identify You as a customer. City Hive reserves the right to use Your name and/or Your business information as a reference for marketing or promotional purposes on City Hive's website and in other communication with existing or potential City Hive customers.
  8. DMCA Notice and Takedown Procedures
    1. City Hive supports the protection of intellectual property and asks You to do the same. It's Our policy to respond to all notices of alleged copyright infringement. If someone believes that a Supplier is infringing their intellectual property rights, they can send a DMCA Notice to City Hive. Upon receiving a DMCA Notice, We may remove or disable access to the materials claimed to be a copyright infringement. Once provided with a notice of takedown, You can reply with a counter notification if You object to the complaint. The original complainant has 14 business days after we receive a counter notification to seek a court order restraining You from engaging in the infringing activity, otherwise we restore the material.
  9. Confidentiality
    1. The Parties agrees that "Confidential Information" includes: (i) the terms set forth in a Supplier Account, (ii) any information designated by the other Party as "confidential," (iii) any materials or information provided by You to Us or by Us to You which is not publicly known. and (v) any other information that the recipient should reasonably expect to be confidential under the circumstances. Confidential Information does not include information that (a) was, or becomes, publicly known through no action of the receiving Party; (b) is already in the legitimate possession of the receiving Party prior to its disclosure; (c) is obtained by the receiving Party without a breach of any third party's obligations or violation of Laws; or (d) is independently developed by the receiving Party.
    2. Each Party shall take reasonable precautions to protect all Confidential Information, and will only disclose Confidential Information to its employees on a need-to-know basis. If a Party is required by Law to disclose the other Party's Confidential Information, it shall promptly notify the other Party and shall cooperate with the other Party to obtain a protective order or to otherwise limit the disclosure of the Confidential Information. Any such legally required disclosure shall not invalidate the confidentiality of the information in any other context.
    3. Each Party agrees that, in the event of an actual, alleged or threatened breach of its confidentiality obligations established by these Supplier Terms, the other Party is likely to suffer immediate and irreparable harm, and may seek a temporary restraining order, injunction or other form of equitable relief without the posting of any bond or other security.
  10. No Exclusivity
    1. We reserve the right to provide our services to Your competitors and make no promise of exclusivity in any particular market segment. You further acknowledge and agree that City Hive employees and contractors may also be City Hive customers/merchants and that they may compete with You, although they may not use Your confidential information in doing so.
  11. Binding Arbitration, No Jury Trial, No Class Action
    1. The Parties hereby agree that (a) these Supplier Terms and all disputes, controversies, or claims arising out of or relating to these Supplier Terms shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association ("AAA") and conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by AAA ("Rules and Procedures"); (b) the arbitration shall be held at a location determined by AAA pursuant to the Rules and Procedures (provided that such location is reasonably convenient for You and City Hive), or at such other location as may be mutually agreed upon by You and City Hive; (c) the arbitrator shall apply New York Law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law; (d) there shall be no authority for any claims to be arbitrated on a class or representative basis; arbitration will decide only Your and/or City Hive's individual claims; and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated; (e) in the event that You are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, City Hive will pay as much of Your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive; and (f) with the exception of subpart (d) above, if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures established by AAA, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, subpart (d) is found to be invalid, unenforceable or illegal, then the entirety of this Arbitration Provision shall be null and void, and neither You nor City Hive shall be entitled to arbitrate their dispute.
    2. Both Parties waive any and all right to trial by jury in any legal proceeding arising out of or relating to these Supplier Terms.
    3. Where permitted by applicable law, You and City Hive agree, with respect to any dispute, that any claims may be brought only in an individual capacity, not as a plaintiff class member in any class or representative action, and both Parties waive any right to join or consolidate claims with the claims of any other person or entity.
  12. Independent Parties
    1. Nothing in these Supplier Terms shall be deemed or construed by the Parties hereto, nor by any third party, as creating a joint venture, partnership, franchise, or an agency relationship between the Parties. Neither Party has the authority, without the other Party's prior written approval, to bind or commit the other Party in any way. The Parties are independent contractors. CITY HIVE IS NOT A VENDOR OR CO-VENDOR OF YOUR GOODS AND SERVICES.
  13. Force Majeure
    1. Neither Party shall be liable for any default or delay in the performance of its obligations under these Terms due to acts of God, terrorism, natural disasters, earthquakes, fire, riots, floods, and other similar events, to the extent such event is beyond the reasonable control of such Party and only for the duration of such event.
  14. No Assignment
    1. No assignment of the agreement made in accordance with these Supplier Terms or of any rights or obligations hereunder may be made by any of the Parties, directly or indirectly (by operation of law or otherwise) without the prior written consent of the other Party (which consent, in each case, shall not be unreasonably withheld, delayed or conditioned) and any attempted assignment without the required consent shall be void.
  15. Waiver and Complete Agreement, Invalidity of a Provision, Reservation of Rights
    1. The failure of City Hive to exercise or enforce any right or provision of these Supplier Terms shall not constitute a waiver of such right or provision.
    2. These Supplier Terms and the Additional Agreements constitute the entire agreement between You and City Hive and govern Your use of the Supplier Services, superseding any prior agreements between You and City Hive (including, but not limited to, any prior versions of the Supplier Terms or other terms of service).
    3. If any provision of these Supplier Terms should be held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of these Terms shall not be affected and the Parties shall negotiate an equitable adjustment in the provisions in order to affect, to the maximum extent permitted by Law, the purpose of these Terms.
    4. City Hive reserves all rights not expressly granted in these Supplier Terms, unless otherwise noted in writing by City Hive.
  16. Governing Law
    1. These Supplier Terms shall be governed by and interpreted in accordance with the laws of the State of New York and the laws of the United States applicable therein, without regard to principles of conflicts of laws. The Parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the State of New York with respect to any dispute or claim arising out of or in connection with the Terms of Service.
    2. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded.
City Hive Inc.
250 Greenwich St.
10th floor
New York, NY, 10007
United States
support@cityhive.net
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