Hivelight Terms of Use

1. FORMATION

These Terms are between You and Hivelight (“the Parties“).

These Terms are effective as of the date You first click “I agree” (or similar button or checkbox); or use or access the Service; or sign an Order Form, whichever is earlier (“Commencement Date“).

If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer or such entity to these Terms; (ii) you have read and understand these Terms; and (iii) you agree to these Terms on behalf of the party that you represent.

PLEASE NOTE that if you sign up for the Service using an email address from your employer or another entity, then (a) you will be deemed to represent such party, (b) your click to accept will bind your employer or that entity to these terms, and (c) the word “You” in these terms will refer to your employer or that entity.

2. USE OF THE SERVICE

License

2.1. Hivelight grants You the right to access and use the Service via the Website to the extent to of the features and benefits available to You according to Your subscription type. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement.

Administration of Subscriber’s Service

2.2. You agree that our responsibilities do not extend to the internal management or administration of the Service for you.

2.3. You are responsible for maintaining the security and confidentiality of all usernames and passwords required to access Hivelight’s Service. You must notify Hivelight immediately at support@hivelight.com of any unauthorized use of your passwords or any other security breaches.

2.4. You are responsible for any actions of third parties that you grant access to the Service, and for any consequences resulting from their access to any Data.

2.5. You acknowledge and agree that, subject to any applicable written agreement between the Subscriber and the Users, or any other applicable laws:

  • the Subscriber determines who is a User and what level of user role permissions within the Service that User has;
  • the Subscriber is responsible for all Users’ use of the Service;
  • the Subscriber is responsible for removing the access of Users to the Service;
  • the Subscriber controls each User’s role and permissions within the Service at all times and can revoke or change a User’s access, or level of access, or change their roles, at any time and for any reason, in which case that person or entity will cease to be a User or shall have that different level of access, as the case may be;
  • if there is any dispute between a Subscriber and a User regarding access to any organization or Service, the Subscriber shall decide what access or level of access to the relevant Data or Service that User shall have, if any.

Acceptable Use

2.6. You must only use the Service and Website for Your own lawful internal business purposes, in accordance with these Terms and any notice sent by Hivelight or condition posted on the Website.

2.7. To access and use the Service, you agree to:

  • Not undermine the security or integrity of Hivelight’s computing systems or networks, or those of any third-party providers hosting the Service;
  • Not misuse the Service in any way that impairs its functionality, the Website, or other systems used to deliver the Service, or impairs any other user’s ability to use the Service or Website;
  • Not attempt to access materials beyond those you have been given permission to access or to gain unauthorized access to the computer system hosting the Service;
  • Not transmit any files, content, or data that may damage any other person’s computing devices or software, that may be offensive, or that violates any laws, including material protected by copyright or trade secrets that you are not authorized to use;
  • Not attempt to modify, copy, adapt, reproduce, disassemble, decompile, or reverse engineer any computer programs used to deliver the Service or operate the Website, except as strictly necessary for normal operation.
  • Not use the Service to attempt to gain competitive information about Hivelight or the Service.

Usage Limitations

2.8. Your use of Hivelight’s Service may be subject to certain limitations, such as data storage, feature sets, and API call limits, which may vary depending on the specific instance of the Service you are accessing.

Communication conditions

2.9. You agree to use Hivelight’s communication features only for legitimate purposes related to the use of the Service. You must not use the communication features to post or disseminate any unlawful, harmful, offensive, or unauthorized material, including but not limited to spam, unsolicited commercial email, or copyrighted or trade secret material that you do not have the right to use. Hivelight is not responsible for monitoring the communications on the website, but reserves the right to remove any communication that violates these terms or for any other reason in its sole discretion.

3. Payment

3.1. You must pay all Fees charged to you for access to the Service and all other work that you engage Hivelight to perform (for example, onboarding services, training, creation of roadmaps).

3.2. You must pay all amounts specified in any invoice or order form by the specified due date. If you have setup auto-billing arrangements with Hivelight, we will deduct the payment automatically under the terms of those arrangements.

3.3. You must ensure that where auto-billing has been arranged, that there are sufficient funds available to cover the Fees owed to us on each billing occasion.

3.4. We reserve the right to charge you a processing fee or surcharge for payments made by credit card. We reserve the right to make changes to this surcharge from time to time or extend the surcharge to other methods of payment. If we make any such changes, we will notify you in writing before the changes take effect.

3.5. You are responsible for payment of all taxes and duties in addition to the Fees. Depending on Your jurisdiction and circumstances You may be required to pay federal, state, provincial and/or local sales, use, excise, value-added, or other similar taxes, levies or duties due on the transactions and Hivelight will include these on Your invoice these as applicable.

3.6. No reduction or refund of Fees will be made where you reduce the number of Subscription Licenses that you require during a Subscription Period. It is your responsibly to remove Users from your account that are no longer part of your organization.

3.7. Fees that are not paid within 30 days of their specified due date shall accrue interest at the rate of 10% p.a. or the maximum rate allowed under law, whichever is less, for each day that those Fees remain unpaid. This is without prejudice to any other remedy or right that Hivelight may have, including those set out under ‘Termination’ and the option to submit Your account to a collection agency. If we do submit your account to a collection agency, you agree that we may recover all reasonable costs, losses, expenses and fees that we may incur as a result.

4. Confidentiality

Confidentiality

4.1. Hivelight and the Customer will keep all confidential information confidential, and shall not without the prior written consent of the other:
(a) Disclose such confidential information to any third party; or
(b) Use the other party’s confidential information for any purpose other than to perform its obligations under this Agreement.

4.2. This clause does not apply to information in roadmaps, template documents, and similar works relating to knowledge, methods, practices, processes, strategies and other information that is not specific to, and identifying of, the Subscriber’s business operations.

Privacy

4.3. Hivelight maintains a privacy policy on the Website which outlines the parties’ obligations with respect to personal information. By accepting these Terms, you acknowledge that you have read and understood the privacy policy and agree to be bound by its terms.

Publicity Rights

4.4. We may identify you as Hivelight customer in our promotional materials. We will promptly stop doing so upon your request sent to sales@hivelight.com.

Credit Checks

4.5. You authorize us to carry out such credit checks with third parties as we may require. You authorize us to make enquiries of, and to disclose any information which you disclose or which we obtain from any third party to, any credit provider or credit reporting agency: a) concerning your credit worthiness; and b) for the purpose of providing or obtaining a reference.

5. Intellectual property

General

5.1. All Intellectual Property Rights in the Service, the Website, and any documentation relating to the Service, remain the property of Hivelight.

Ownership of Data

5.2. You retain the Intellectual Property Rights in the Data. However, You grant Hivelight a license to use the Data to provide you with the Service and for other related purposes. Despite this, Hivelight retains the right to withhold your access to the Data in the event that any Fees owed to it are outstanding.

Backup of Data

5.3. Hivelight adheres to its best practice policies to prevent data loss. However, it can not guarantee that loss of Data will never happen. Hivelight expressly excludes all liability for any loss of Data however caused. You can request a back up of your Data at any time. Backups will be provided in a format of Hivelight’s choosing. Frequent requests for backups, or requests made under subpoena, may attract Fees.

Third-party applications and your Data

5.4. If You enable third-party applications for use in conjunction with the Service, You acknowledge that Hivelight may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third-party applications with the Service. Hivelight shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.

Ownership and Protection of Proprietary Rights

5.5. You acknowledge that Hivelight has exclusive ownership of all the Intellectual Property Rights to the Service and any new features, services, or Content, developed based on user suggestions, feedback, or non-confidential information. You will not be compensated and not attempt to any Claim where any suggestions, feedback, or non-confidential information from You contributed to any such new features, services, or Content.

6. WARRANTIES AND ACKNOWLEDGMENTS

Authority

6.1. You warrant that if you have registered to use the Service on behalf of another person, you have authority to agree to these Terms on their behalf and to bind them to these Terms.

Acknowledgment

6.2. By using the Service, you acknowledge that:

  • You are authorized to use the Service and access information and Data through it.
  • The is provided “as is” and at your own risk, and we do not guarantee uninterrupted or error-free use.
  • It’s your responsibility to ensure the Service meets your business needs and to ensure that you conduct your operations in accordance with all applicable laws.
  • At all times when using the Service you have relied exclusively on your own skill, judgement, and expertise. Use of the Service does not constitute legal, accounting, or other professional advice. Any aspects of the Service (such as roadmaps, document templates, calculation tools etc etc) that may be used by you in the delivery of any services or other deliverables, are for your convenience only and it is Your responsibility to judge their suitability for any purpose to which you may consider applying them.

No Warranties

6.3. To the extent permitted by law, we do not provide any warranties about the Service, and we exclude all implied conditions or warranties, including (but not limited to) merchantability, fitness for purpose, title, and non-infringement.

Consumer Guarantees

6.4. You warrant and represent that You have registered to use Service for business purposes only. You agree that to the full extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Service, the Website or these Terms.

7. LIMITATION OF LIABILITY

To the full extent permitted by law:

  • Hivelight shall not be liable to You or any third party for any special, incidental, indirect, punitive, or consequential damages arising out of or in connection with Your use of the Service.
  • Hivelight’s total aggregate liability for all Claims relating to this Agreement is limited to the Fees paid by You to Hivelight under this Agreement within the 12 months immediately preceding the Claim.
  • Hivelight’s liability for any Claims relating to this Agreement shall be reduced to the extent that the Customer contributed to or failed to take reasonable steps to mitigate the damage.

8. TERMINATION

Prepaid Subscriptions

8.1. Hivelight will not provide any refunds for any portion of a Subscription Period where the Fees for that period have been paid in advance.

No-Fault Termination

8.2. These Terms will continue for the Subscription Period covered by the Fees paid or payable. At the conclusion of each Subscription Period these Terms will automatically continue for another Subscription Period of the same duration, unless:

  • Terminated by You by notifying Hivelight 30 calendar days before the expiration of the relevant Subscription Period that these Terms are not to renew. Such notice is to be sent to sales@hivelight.com.
  • Terminated by Hivelight by providing You with at least 30 days notice via email before the expiration of the relevant Subscription Period.

8.3. If You terminate this Agreement, You will be liable to pay all Fees for the remaining period up until when the relevant Subscription Period would otherwise have expired.

Breach

8.4. In the event that You:

  1. Fail to pay any Fees in full and on time; or
  2. Breach any other term of this Agreement (including causing Hivelight to form a reasonable belief that you may breach any term of this Agreement) and fail to remedy it in full within 7 days of being notified of such breach and the action required; or
  3. Breach any term that is not capable of being remedied in full; or
  4. Any type of insolvency administrator is appointed with respect to You or Your business, or you enter any form of arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction;

Hivelight may take any actions available to it under law, including any number of the following actions at it’s sole discretion:

  1. Terminate this Agreement and Your use of the Service and Website;
  2. Suspend for any period, including indefinitely, Your use of the Service and the Website;
  3. Suspend or terminate access to any or all Data;

8.5. For the avoidance of doubt, upon being in breach of this agreement, Hivelight has the authority to take actions 2 and 3 with respect to any and all persons whom You have authorized to access the Service or Data to any extent (including, for example, any third parties that You have invited to any workspace).

Early Termination

8.6. Where You elect to pay Fees in installments, Hivelight may perform credit checks and other enquiries to satisfy itself of your ability to pay the full contact sum. Hivelight shall have the option to terminate this Agreement within 30 business days of the Commencement Date. Termination shall be by written notice to you at any point within that 30 day period. Such notice shall have the effect of terminating this Agreement upon the expiration of that 30 day period unless you pay the Fees upfront or otherwise satisfy Hivelight in its sole discretion of Your ability to pay the full contact sum.

Accrued Rights

8.7. Termination of these Terms will not affect any rights or obligations that have already been accrued by the parties up to the date of termination. Upon termination of this Agreement, You will:

  • remain liable pay all outstanding charges and amounts that have accrued before or after termination; and
  • immediately stop using the Service and the Website.

Deletion of Data

8.8. After 30 days following termination of this Agreement, Hivelight may delete all copies of your Data. However, you are entitled to receive a backup copy of your Data provided that:

  • the request is received at support@hivelight.com within 20 days following termination of this Agreement; and
  • you have paid all Fees, whether accrued before or after termination of this Agreement.

Survival

8.9. Unless the contrary intention appear, all provisions of this Agreement shall survive the termination of this Agreement for any reason.

9. Technical Support and Hosting

Technical Support

9.1. Hivelight provides support to Users via the free Help Center articles, support@hivelight.com, and in-app messaging.

9.2. Hivelight reserves the right to suspend technical support services where Fees are outstanding.

9.3. Support services are limited to User issues that arise from the operation and function of the Service itself. We are not responsible for assisting Users with issues to the extent that they are caused by systems that are not controlled by us.

Hosting

9.4. Hivelight hosts the Service on Amazon Web Services (AWS) servers.

Availability of Service

9.5. Hivelight will make the Service available to you for at least 99.5% of all scheduled available time. The scheduled available time is defined as 24 hours a day, seven days a week, except for the following:

  • Routine system maintenance downtime of up to six hours per week, which will be scheduled outside of normal business hours if practical;
  • Downtime required to address specific critical software issues; and
  • Any downtime caused by circumstances beyond Hivelight’s immediate control.

9.6. Hivelight will use commercially reasonable efforts to provide you with advance notice of any scheduled maintenance downtime or critical software issue downtime. If the Service is unavailable for reasons other than those listed above, Hivelight will use commercially reasonable efforts to promptly restore the Service.

Data Sovereignty

9.7. You can choose to have your data hosted in any AWS region supported by Hivelight. We will keep your data on servers located within the elected region, but users may access the Service from anywhere on the Internet, which may result in some of your data being transmitted outside the elected region in response to user queries.

10. GENERAL

Notices

10.1. You are responsible for ensuring that the billing and contact details that we have for you are current and correct. If these need to be updated, please contact sales@hivelight.com.

10.2. All communications sent to your most recently provided contact details will be deemed to have been received by you, either:

  • Instantly, if notice was sent to you during normal business hours; or
  • On the next business day, if notice was sent to you outside normal business hours.

10.3. Notices for Hivelight under this Agreement are to be sent to sales@hivelight.com, unless specified otherwise in this Agreement (e.g. issues relating to security should be sent to support@hivelight.com).

Assignment

10.4. You may not assign this Agreement without the prior written consent of Hivelight. Hivelight may assign this Agreement to any third party without Your consent.

Waiver

10.5. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of any right or remedy.

Law

10.6. This agreement shall be governed by and construed in accordance with the laws for the time being in force in the State of New South Wales, Australia and the parties agree to submit to the jurisdiction of the courts and tribunals of that State.

Severability

10.7. Should any part of this agreement be or become invalid, that part shall be severed from this agreement. Such invalidity shall not affect the validity of the remaining provisions of the agreement.

Force Majeure

10.8. Neither party will be liable to the other for any delay or failure to perform any obligation under these Terms (except for a failure to pay fees) if the delay or failure is due to events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency. This clause does not apply to any obligation to pay money.

Amendment

10.9. We may amend these Terms (including our Privacy Policy) from time to time, by posting the modified Terms on our website. The commencement date for the modified Terms, unless otherwise specified, shall be at the beginning of the next Subscription Period for Subscribers and their Users, and immediately for all other Users.

Entire Agreement

10.10 These Terms, together with the Privacy Policy, the Order Form and any terms or documents referred to therein, shall supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement governing all dealings between the Parties.

11. INTERPRETATION

11.1. Interpretation

As used herein, “including” (and its variants) means “including without limitation” (and its variants).

Headings are for convenience only.

In the event of any conflict between these Terms of Use, the Order Form and any terms referred to therein, the terms of the Order Form shall prevail.

11.2. Definitions

“Agreement” means these Terms of Use (“Terms”).

“Fees” means all fees payable by You for Subscription Licenses, onboarding services, training services, and any other fees for benefits provided to, and work performed for, You by or on behalf of Hivelight.

“Hivelight” means the company Hivelight Pty Ltd.

“Claim” includes any dispute, demand, or proceedings commenced in any public or private forum, seeking any declaration of right, remedy, or imposition of any restriction or condition. It further extends to any attempt to enlist public pressure or third parties to inflict some detriment as a result of some perceived wrong.

“Confidential Information” includes all information that each party acquires from the other during the sales process and the term of this Agreement which is confidential in nature or that the disclosing party informs the receiving party is confidential before or at the time of disclosure. However, this does not include information which:

  • is or becomes publicly available through no breach of this Agreement or fault of the receiving party; or
  • is acquired from a third party without breach of any obligation by the third party in relation to the disclosure of that information; or
  • is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information; or
  • the receiving party lawfully possessed prior to receipt from the disclosing party and without restriction on disclosure.

“Content” includes written and visual works (such as is contained in roadmaps, the Service, and the Website), and the overall visual impression by which the Service is presented.

“Data” means any data inputted or uploaded by You or with Your authority into the Website.

“Intellectual Property Right” means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.

“Service” means the online practice productivity services, tools, and Content, made available (which may be changed or updated from time to time by Hivelight) via Hivelight’s Website.

“Subscriber” means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.

“Subscription License” means a license required by each User to access the Service.

“Subscription Period” means the period of time wherein the Subscription Licenses are in effect.

“User” means any person or entity, including the Subscriber, that uses the Service with the authorization of the Subscriber from time to time.

“Website” means the internet sites at the domain, and subdomains, of hivelight.com, lawlite.io, and any other domains owned or operated by Hivelight from time to time.

“You” means the Subscriber, and where the context permits, a User. “Your” has a corresponding meaning.