As used in this Ceehive User Agreement (“Agreement”), “you” means both (a) the individual now registering as a user of the www.ceehive.com web site (the “Site”), and (b) if applicable, the company or other business or governmental entity specified by you upon registration (any such entity, “your Company”). “Ceehive” or “we/our” refers to Ceehive, LLC as owner of the Site. This Agreement is a binding obligation which may be enforced against you regardless of whether you read this Agreement (or other documents incorporated into this Agreement by reference).
I. Registration and Your Account
1. Eligibility and Accuracy of Information. By registering for an account, you represent that you are of the age of legal majority in your state or country of residence. If you are a parent registering on behalf of a child between the ages of 13 and 18, you agree that you are responsible for the activities of your child on the Site and agree to indemnify us for any damages incurred by us to the extent caused by such activities. If you are registering on behalf of a Company, you represent and warrant that you are authorized to enter into this binding legal Agreement on behalf of the Company. You agree that all information you submit to the Site as part of your registration (or later updates to this information) is true, accurate and up to date. You agree that you will not allow others to use your account, nor will you use your account or the Site on an outsourcing basis or on behalf of third parties.
2. Site Rules and Privacy Policy. In addition to the terms and conditions of this Agreement, your use of the Site is conditioned upon (i) your compliance with certain rules governing your use of the interactive functions of the Site, available http://www.ceehive.com/site_rules.html (the “Site Rules”) and (ii) your agreement to the Ceehive Privacy Policy, available http://www.ceehive.com/privacy.html (“Privacy Policy”). The Site Rules and Privacy Policy are hereby incorporated into this Agreement in their entirety. If you do not agree to the terms in the Site Rules or the Privacy Policy, please do not register or use the Site.
3. Termination and Suspension. We agree to provide you access to the Site and the services available on the Site (“Services”) only as authorized in this Agreement and the Site Rules. We reserve the right to reject your user registration by notifying you of our decision. Even after acceptance, we may terminate or suspend your account and ability to use the Site in our sole discretion, with or without cause and without prior notice to you. If we believe your actions may cause us or other users legal liability or loss, we reserve the right to notify other users of your actions. You may terminate this Agreement and your account with us only if you are not the sponsor of an active Contest (as defined below) on the Site and if your account is paid in full. At any such time, you may terminate this Agreement and your account by notifying us in accordance with Section VI.4 below.
4. Changes to Agreement. We reserve the right, in our sole discretion, to amend and supplement this Agreement (including the Site Rules, Privacy Policy and any other document incorporated herein), at any time, by posting amendments to the Site or otherwise notifying you that an amendment has been posted. Your continued use of the Site after such changes are posted will constitute your agreement to such amended Agreement.
5. Liability of Individuals. If you are an individual entering this Agreement on behalf of a Company and you are not authorized to bind the Company to this Agreement, or to the extent your personal conduct on the Site is in violation of this Agreement or causes harm to others, Ceehive reserves the right to assert remedies against you personally under this Agreement.
II. Transactions on the Site
1. Intent of the Site. The Site is designed for registered users (“Users”) to (i) create on-line identities and associated areas of the Site (each a “Hive”), (ii) to sponsor creativity and skill-based contests and competitions for the soliciting of ideas and other Content (as defined below) (each a “Contest”), (iii) to submit ideas, materials, or other Content as entries into Contests on the Site, (iv) to judge and submit feedback on Contests on the Site, (v) to communicate with one another through functions on the Site, (vi) to sell and distribute Users’ own products and services from their Hives, and (vii) to allow Ceehive to sell its own products at the “Hive Store” (among other functions as the Site may allow from time to time). Each Contest is governed by a set of rules designed by the sponsor of the Contest within the constraints of the Site Rules, including the primary rule that no element of luck or chance be a factor in judging the winner of such Contest (the “Contest Rules”). The information and Content a user posts for public view as part of his or her Hive or elsewhere on the Site (including, without limitation, in sponsoring, entering, commenting on or judging Contests) are referred to here as “User Submissions.” The content on the Site, including without limitation, the materials, images, text, graphics, photos, video, music and sound, software, downloads, scripts, interactive features and other materials that appear on the Site are referred to here as “Content.”
2. Only a Venue; Role of Ceehive. Each Contest (including its Contest Rules) is designed exclusively by the User identified as the sponsor of that Contest (a “Sponsor”). You agree and acknowledge that Ceehive itself does not offer or sponsor any Contests, nor award any prizes (unless an authorized representative of Ceehive is identified as the Sponsor of the Contest). The Site is only a venue for Users interact with other Users, intended primarily to allow the exchange of ideas and information in an electronic format. We have the right, but not the obligation, to monitor, edit, refuse to post, or remove any User Submission from the Site, in our discretion. Likewise, the Site Rules or functions of the Site may provide guidance to Users and Sponsors in designing their Contests and Site Rules. Notwithstanding the foregoing, we do not screen all User Submissions, and you agree not that we are not responsible for the legality or content of User Submissions including any Contest Rules, nor for any actions or failures to act by any User of the Site.
3. Assumption of Risk. You agree that you participate in the interactive functions of the Site, including becoming a Contest Sponsor, at your own risk. In particular, we make no representation, and give you no assurance, that:
A Contest (including its Contest Rules and prizes offered) is legal in your jurisdiction or is being carried out in compliance with the legal requirements of any country, state, municipality or other government authority or regulatory entity applicable to the Sponsor or participants in such Contest (“Legal Requirements”), even if designed in accordance with the Site Rules.
Users (a) are not misrepresenting their identity, location or authority to undertake their activities on the Site, (b) are of legal age and capacity to enter into contracts; or (c) will comply with this Agreement or the Site Rules.
A Contest Sponsor will execute the Contest according to its Contest Rules or award or ship the prize as stated in such rules.
Other than prizes obtained from the Hive Store, a prize offered in a Contest exists, or is (a) safe, (b) of any particular quality, or may be legally offered and awarded by the Sponsor.
4. Sponsor Undertakings. Posting a Contest on the Site as Sponsor of that Contest constitutes entering into a binding legal contract with participants to carry out the Contest according to the Contest Rules and to award the stated prize. As a Sponsor of a Contest, you warrant and agree that:
You will not post a Contest that requires a fee, purchase or other valuable consideration as an entry to the Contest, and your Contest Rules and method of judging will not contain an element of chance (as further detailed in the Site Rules).
You will complete the Contest and award the stated prize according to your Contest Rules.
The Contest and Contest Rules (including without limitation the Users invited to participate, prize offered and shipment of such prize) will be designed and carried out in compliance with all Legal Requirements.
You have full rights to offer any prize that you offer in a Contest, unencumbered by any lien or right of any third party that may prevent you from awarding the prize (or that may prevent the winner from enjoying the prize), and you know of no reason the prize you are offering could harm any person.
5. Seller Undertakings. If you sell products or services on your Hive, you warrant and agree that:
You will comply with all applicable Legal Requirements (as defined above) in offering, selling and shipping such items.
You shall be solely responsible for compliance with all applicable export or import controls and any laws regarding the collection or payment of taxes upon the sale, with respect to such items sold by you.
You have clear title to all items sold by you, and such items do not infringe upon the rights of any third party (including any copyright, trademark or patent held by third parties or any contractual right).
6. Release. You acknowledge and agree that we do not take title to or possession of any item being sold on the Site (other than from the Hive Store), and we are not a principal in the transactions on the Site other than sales from the Hive Store, nor are we your agent or an agent of any User. Because we are not and cannot be involved in dealings between users of the Site ( other than the discretionary dispute resolution service which may be provided by Ceehive as set forth in the Site Rules), in the event that you have a dispute with another User (whether about a Contest or about User Submissions made by such User), you hereby release us, our managers, members, officers, employees and agents from and against any and all claims, demands and damages (actual and consequential, and including attorneys’ fees) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes, and you agree that you shall assert such claims only against the other user. If you are a California resident, you waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
7. Transfer of Title. We do not transfer legal ownership of any items from the seller to the buyer, and nothing in this agreement shall modify the governing provisions of Georgia Uniform Commercial Code § 11-2-401(2) and Uniform Commercial Code § 2-401(2), under which legal ownership of an item is transferred upon physical delivery of the item to the buyer by the seller.
8. Prizewinner Undertakings. Prizewinners are responsible for payment of all income or related taxes due upon prizes.
1. Fees. You agree to pay the applicable fees for using the Site, and you understand that all fees paid to use the Site are non-refundable. A list of the applicable fees appears on our Fees page, which is incorporated in its entirety in this Agreement. You hereby agree that:
Any returned check is subject to a $25.00 returned check fee.
Payment terms are net 20, and a late fee of 1.5% per month (or the highest rate permitted by applicable law) will be assessed on all past due balances.
2. Credit Cards. By placing a credit card on file with us you authorize us to charge your card for any fees you accrue as a result of using the Site. You authorize us to consolidate balances from any duplicate accounts you may have created on our Site and bill them to your credit card. You may revoke your authorization by sending a written request to support@ceehive.com. We may continue to bill your credit card for any fees for any services or actions taken prior to the receipt of your written revocation.
BY USING A CREDIT CARD YOU HEREBY UNCONDITIONALLY WAIVE ANY AND ALL CHARGEBACK RIGHTS YOU MAY HAVE. If you have any question about a charge on your credit card, contact us as described in the Notices section below. If you deliberately or inadvertently issue a chargeback to your credit card, your account will be terminated and you agree to pay a $50 processing and collection fee to cover our costs for processing the chargeback for each and every chargeback initiated.
3. Past Due Accounts. If your account is past due, we reserve the right to void your Contests or entries into Contests, and may terminate your account or void any promotional offers. If your account is past due, you also must pay any and all collection costs we might incur in connection with your past due account.
IV. Restrictions on Use
1. Ownership of Content; Trademarks. You hereby grant Ceehive a non-exclusive, worldwide, paid-up, irrevocable, sub-licenseable, perpetual license to publish, distribute to its users and visitors to the Site, and use in the ways contemplated in this Agreement, in any media known now or in the future, all Content contained in your User Submissions. Content on the Site (other than your own User Submissions) is provided for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of Ceehive, LLC or the respective owner of the applicable Content (i.e., in the case of any User Submission, the applicable User). Ceehive, LLC reserves all rights not expressly granted in and to the Site and the Content. You agree not to circumvent, disable or otherwise interfere with security related features of the Site or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Site or the Content therein. The Ceehive names and logos and all related product and service names, design marks and slogans are the trademarks or service marks of Ceehive, LLC, and no license is granted to you to use such marks in any manner.
2. Use of Site. You agree not to violate or attempt to violate the security of the Site or the rights of other Users, including, without limitation, (a) accessing data not intended for such user or logging onto a server or an account which you are not authorized to access; (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (c) attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, "flooding," "spamming," "mailbombing" or "crashing;" (d) sending unsolicited e-mail, including promotions and/or advertising of products or services; or (e) forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting. Violations of system or network security may result in civil or criminal liability.
3. Prohibited Actions. You agree not to do any of the following in your User Submissions or transactions on the Site:
Include profanity, vulgarity, nudity, hate speech, disruptive, or hostile comments, interpersonal disputes, or threats of violence.
Include any material that is pornographic or adult in nature.
Attempt to impersonate Ceehive personnel or any other User.
Refuse to follow Ceehive staff instructions to you.
Post any Content that violates the Site Rules.
Include another person’s email address or other contact information in a User Submission, other than use of the Invite-A-Friend feature.
Advertise any merchandise or offer to trade, or solicit charitable donations other than in accordance with the Site Rules.
Post URLs or use JavaScript or active code in posts, make repetitive posts, or otherwise take actions that interfere with Site operations.
4. Your User Submissions. With regard to any Content you post as part of a User Submission, you warrant that you have all necessary rights to publish such Content and license the same to us, including any license or permission of a third party to publish or use such Content in the manner you are using it. You further agree not to post any User Submissions that may be defamatory, or harass or otherwise violate the privacy of any User by means of your User Submissions.
V. Our Limits of Liability
1. DISCLAIMER OF WARRANTIES. YOU AGREE THAT USE OF THE SITE AND THE SERVICES ARE ENTIRELY AT YOUR OWN RISK. THE SITE AND SERVICES, INCLUDING ALL CONTENT, USER SUBMISSIONS, FUNCTIONS, AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE SITE, ARE PROVIDED ON AN "AS IS" "AS AVAILABLE" BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, NON-INFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE SITE OR ITS FUNCTIONS WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED.
WE MAKE NO ENDORSEMENT OR WARRANTY REGARDING ANY CONTESTS, LINKS OR OTHER ITEMS POSTED ON THE SITE OR ANY TRANSACTION ENTERED INTO THROUGH THE SITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SITE, INCLUDING GUIDANCE ON CREATING CONTEST RULES, SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. WE EXPRESSLY DISCLAIM ANY RESPONSIBILITY FOR ANY MISREPRESENTATIONS OR BREACHES COMMITTED BY ANY USER OF THE SITE OR ANY LOSS YOU INCUR DUE TO THE ACTS OR FAILURES TO ACT OF USERS OF THE SITE.
2. LIMITATION OF LIABILITY: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NONE OF CEEHIVE, LLC, OUR OFFICERS, MANAGERS, MEMBERS, EMPLOYEES OR AGENTS (COLLECTIVELY “CH PARTIES”) SHALL BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE THE SITE, SERVICES OR THE CONTENT AND FUNCTIONS RELATED THERETO (INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS, LOST BUSINESS OR LOST SALES, BUSINESS INTERRUPTION OR LOSS OF INFORMATION) EVEN IF WE OR OUR AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF THE CH PARTIES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THIS AGREEMENT OR YOUR USE OF THE SITE SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAY TO US IN THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO YOUR CLAIM OR (B) US$100.00.
3. Indemnification: You shall indemnify, defend and hold the CH Parties harmless from and against any and all claims, losses, damages, liabilities, judgments and fees and expenses related thereto (including, without limitation, reasonable attorneys’ fees), incurred by a CH Party in connection with any claims arising out of, based upon or resulting from (a) any breach or violation by you of this Agreement or the Site Rules, (b) any use by you of the Site, (c) a dispute with another User or allegation that you have harmed another User, (d) the infringement by you or any other User of any intellectual property or other right of any person or entity; or (e) any tax assessed on us due to your activities on the Site (other than taxes with respect to our income). We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not in any event settle or otherwise dispose of any matter without our prior written consent.
VI. Miscellaneous
1. Independent Contractors. You and Ceehive are independent contractors. No agency relationship, partnership, joint venture, employer-employee relationship or franchisor-franchisee relationship is intended or created by this Agreement.
2. Choice of Law;. This Agreement, all matters arising from or relating to the your use of the Site, and any and all claims arising out of your relationship with the CH Parties shall be governed by and in accordance with the laws of the State of Georgia, excluding (i) its conflicts of laws provisions, (ii) the United Nations Convention on Contracts for the International Sale of Goods, and (iii) the 1974 Convention on the Limitation Period in the International Sale of Goods, as amended.
3. Dispute Resolution; Attorneys Fees.
TO THE FULLEST EXTENT PERMITTED BY LAW, YOU HEREBY EXPRESSLY AGREE THAT ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SITE SHALL BE INSTITUTED EXCLUSIVELY IN A STATE OR FEDERAL COURT SITTING IN THE COUNTY OF FULTON, STATE OF GEORGIA, UNITED STATES OF AMERICA, AND YOU EXPRESSLY WAIVE ANY OBJECTION THAT YOU MAY HAVE NOW OR IN THE FUTURE TO THE LAYING OF THE VENUE, OR TO THE JURISDICTION OF ANY SUCH COURT OVER YOU OR YOUR ACTIVITIES ON THE SITE. Notwithstanding the foregoing, Ceehive reserves the right to institute proceedings in any jurisdiction in order to (i) obtain interim or provisional relief pending resolution of a dispute; or (ii) collect from you any monies due under this Agreement or under an award of the court described above. In the event that you bring an action in an improper forum in violation of this Section 3, Ceehive shall be entitled to recover from you its reasonable attorney’s fees in responding to such action.
4. Notices. Except as explicitly stated otherwise, any notices you send to us shall be given to support@ceehive.com, or, in the case notices we send to you, to the e-mail address or street address listed in your user information in your account. Notice shall be deemed given 24 hours after an electronic message is sent, unless the sending party is notified that the message did not reach the recipient or, in the case of mailing, three (3) days after the date of mailing.
5. Third Party Beneficiaries. This Agreement may be enforced by a registered user as an intended third party beneficiary; however, no other party is an intended third party beneficiary of this Agreement.
6. General Provisions. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be enforced to the maximum extent permissible so as to effect the intent of this Agreement, and the remainder of this Agreement shall continue in full force and effect. The following Sections shall survive any termination of this Agreement: Section I.5, Section II.2 through 8, Section III, Section IV.1 and IV.4, Section V, Section VI.2, 3, 5 and 6. The failure by either party to exercise or enforce any rights or provisions of this Agreement (including the Site Rules or other document incorporated by reference herein) shall not constitute a waiver of such right or provision. This Agreement comprises the entire agreement between you and Ceehive and supersedes all prior agreements or statements between us, written or oral, regarding the subject matter contained herein. All provisions in this Agreement regarding representations and warranties, indemnification, disclaimers and limitations on liability shall survive any termination of this Agreement. This Agreement is binding upon and inures to the benefit of the respective successors and assigns of the parties, but you may not assign this Agreement to any person or entity without our prior written consent, and any such assignments made without consent shall be null and void.