Terms of Use

Agreement to terms

These Terms of Use are a legally binding agreement between you, whether personally or on behalf of an entity (“you”), The Hiive Company Limited and its wholly-owned subsidiary Hiive Markets Limited, doing business as Hiive (“Hiive,” “we,” “us,” or “our”), concerning your access to and use of the hiive.com website (the “Site”). You agree that by accessing the Site you have read, understood and agreed to be bound by all of these Terms of Use. If you do not agree with all of these Terms of Use, then you cannot access this Site and you must stop using it immediately. We have the right, in our sole discretion, to make changes or modifications to these Terms of Use from time to time, and to post supplemental terms and conditions or documents on the Site, which will be incorporated herein by reference. We will alert you to any changes by updating the “Last Updated” date of these Terms of Use, and you waive any right to receive specific notice of such change. Your continuing use of the Site constitutes deemed acceptance of these changes. The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable. This Site is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use the Site.

Intellectual property rights

Unless otherwise indicated, the Site is our property and all source code, databases, functionality, software, website designs, audio, video, text, photographs and graphics on the Site (collectively, the “Content”) and the trademarks and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us and are protected by intellectual property laws of Canada and the United States, international copyright laws and international conventions. The Content and the Marks are provided on the Site “as is” for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

User representations and covenants

By using the Site, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete, and you are using your real name/identity or the real name/identity of your organization, and not a fictitious name or identity; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Terms of Use; (4) you are not a minor in the jurisdiction in which you reside; (5) you are using the Site on your own behalf or that of an organization or entity of which you are an owner or employee, and not as a broker, agent, designee or representative; (6) you will not access the Site through automated or non-human means; (7) you will not use the Site for any illegal or unauthorized purpose; and (8) your use of the Site will not violate any applicable law or regulation. You also agree not to do any of the following:

1. Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database or directory, without written permission from us.
2. Trick, defraud or mislead us and other users, especially in an attempt to learn sensitive account information such as user passwords.
3. Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.
4. Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.
5. Use the site as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavour or commercial enterprise.
6. Create user accounts under false or assumed identities or using a name that doesn’t belong to you, or create multiple accounts except as expressly permitted.
7. Allow unauthorized use of your account or your credentials, or allow others to use or access your account using your credentials.
8. Use the Site in any way that violates the securities laws and regulations in the United States or Canada or in the jurisdiction in which you are operating, or that violates obligations to which you are bound.
9. Upload or transmit any form of virus, worm, Trojan Horse, code injection, phishing attempt, or other malicious information or code.
10. Upload or provide any information that is confidential, proprietary or owned by a third party, without permission to do so, or post or supply any content that constitutes defamation, a copyright or trademark infringement, a legal violation, that is objectionable, obscene, inflammatory, fraudulent, harassing, invasive of the privacy or confidences of others, or that interferes with the use and enjoyment of the Site by others.

Any use of the Site in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Site.

User types and registration

There are three types of users of the Site:

1. Visitors to the Site, who may access and review all parts of the site that do not require user registration;
2. Registered Users, who have created an account on the Site and have confirmed that they are entitled to access certain parts of the site that are limited to individuals who meet the standard of “accredited investor” or other applicable standard; and
3. Customers, who are Registered Users who have signed or otherwise agreed to an applicable customer agreement and Hiive's Customer Terms & Conditions (together, the "Customer Agreement"), have met other conditions and checks relating to regulatory requirements about “know your customer,” anti-money laundering, and other due diligence, and are permitted to use the Site to post listings of, and make bids on listings of, certain private unregistered securities.

As a Registered User or Customer, you will create credentials for accessing the Site. You agree to keep these credentials confidential and that you will be responsible for all use of the Site using your credentials. In the event of a conflict between these Terms of Use and any Customer Agreement, the terms of the Customer Agreement will prevail.

Third-party websites and content

The Site may contain (or you may be sent via the Site) links to other websites (“Third Party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (“Third-Party Content”). Such Third-Party Websites and Third-Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Site or any Third-Party Content posted on, available through, or installed from the Site. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us.

Securities products and investment risk

By accessing and using the Site you may gain access to information about certain unregistered private securities products. Customers of the Site will be able to create listings to sell, and bids to buy, such products. Investing in unregistered private securities is highly speculative involving a high degree of risk. Unregistered private securities are inherently illiquid and there is no guarantee that a market will be available for them. Accordingly, investment in these securities is appropriate only for those investors who can tolerate a high degree of risk, can withstand a total loss of investment, and do not require liquidity of their investment.

Nothing on the Site should be considered by you to be a “recommendation” to invest in any security, or to buy or sell unregistered securities generally.

Site management

We reserve the right, but do not have the obligation to: (1) monitor the Site for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable your access to the Site, and (4) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.

Privacy Policy

We care about data privacy and security. Please review our Privacy Policy: http://www.hiive.com/privacy. By using the Site, you agree to be bound by our Privacy Policy, which is incorporated into these Terms of Use.

Term and termination

These Terms of Use shall remain in full force and effect while you use the Site. Without limiting any other provision of these terms of use, we reserve the right to, in our sole discretion and without notice or liability, deny access to and use of the site (including blocking certain IP addresses), to any person for any reason or for no reason, including without limitation for breach of any representation, warranty or covenant contained in these terms of use or of any applicable law or regulation. We may terminate your use or participation in the site or delete your account and any content or information that you posted at any time, without warning, in our sole discretion. If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal and injunctive redress.

Modifications and interruptions

We reserve the right to change, modify or remove the contents of the Site at any time or for any reason at our sole discretion without notice. We have no obligation to update any information on our site. We also reserve the right to modify or discontinue all or part of the Site without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension or discontinuance of the Site. We cannot guarantee the Site will be available at all times. We may experience hardware, software or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site. Nothing in these Terms of Use obligate us to maintain and support the Site or to supply any corrections, updates or releases in connection therewith.

Governing law

These Terms of Use and your use of the Site are governed by and construed in accordance with the laws of the state of New York, without regard to its conflict of law principles.

Dispute resolution

By accessing the Site, you agree as follows:

1. All parties to this Agreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed.
2. Arbitration awards are generally final and binding; a party's ability to have a court reverse or modify an arbitration award is very limited.
3. The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings.
4. The arbitrators do not have to explain the reason(s) for their award unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 days prior to the first scheduled hearing date.
5. The panel of arbitrators may include a minority of arbitrators who were or are affiliated with the securities industry.
6. The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court.
7. The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this Agreement.

No person shall bring a putative or certified class action to arbitration, nor seek to enforce any predispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; or (ii) the class is decertified; or (iii) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein.

Any dispute arising out of or relating to this Agreement, or any alleged breach thereof, shall be settled by binding and non-appealable arbitration to be administered by the FINRA dispute resolution process in New York, New York, in accordance with its rules then in effect, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

Disclaimer

The Site is provided on an as-is and as-available basis. You agree that your use of the Site and our services will be at your sole risk. To the fullest extent permitted by law, we disclaim all warranties, express or implied, in connection with the Site and your use thereof, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. We make no warranties or representations about the accuracy or completeness of the Site’s content or the content of any websites linked to the Site and we will assume no liability or responsibility for any (1) errors, mistakes or inaccuracies of content and materials, (2) personal injury or property damage, of any nature whatsoever, resulting form your access to and use of the Site, (3) any authorized access to or use of our secure servers and/or any and all personal information and/or financial information stored therein, (4) any interruption or cessation of transmission to and from the Site, (5) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the Site by any third party, and/or (6) any errors or omissions in any content and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted, or otherwise made available via the Site. We do not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the site, any hyperlinked website, or any website or mobile application featured in any banner or other advertising, and we will not be a party to or in any way be responsible for monitoring any transaction between you and any third-party providers of products or services. As with the purchase of a product or service through any medium or in any environment, you should use your best judgment and exercise caution where appropriate.

Limitations of liability

In no event will we or our directors, employees, or agents be liable to you or any third party for any direct, indirect, consequential, exemplary, incidental, special or punitive damages, including lost profit, lost revenue, loss of data, or other damages arising from your use of the Site, even if we have been advised of the possibility of such damages.

Indemnification

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Site; (2) breach of these Terms of Use; (3) any breach of your representations and warranties set forth in these Terms of Use; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other use of the Site with whom you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

User data

We will maintain certain data that you transmit to the Site for the purpose of managing the performance of the Site, as well as data relating to your use of the Site. Although we perform regular routine backups of data, and retain certain records in accordance with our regulatory obligations, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. You agree that we will have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of data.

Electronic communications, transactions and signatures

Visiting the Site, sending us emails, completing online forms and signing electronic agreements constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. You hereby agree to the use of electronic signatures, contracts, orders, and other records, and to electronic delivery of notices, polices and records of transactions initiated or completed via the Site. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

California users and residents

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

Miscellaneous

These Terms of Use and any policies or operating rules posted by us on the Site or in respect to the Site, together with any Customer Agreement signed by or agreed to by you, constitute the entire agreement and understanding between you and us.

Contact us

In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at: