- Platform is a Venue. The Platform offers a venue where Clients and Developers connect for the performance of development services (“Services”). Clients and Developers contract directly with each other and Hivex.tech is not a party to any contracts or agreements between them. By using the Platform, you understand and agree that no joint venture, partnership, employment, franchise or agency relationship exists between you and Hivex.tech or Hivex.tech and any other User.
- Independent Contractors. Hivex.tech is not an employment service or employment agency, and Hivex.tech does not employ Developers. In all cases, Developers are independent contractors and not employees of Hivex.tech. That means Developers are free to accept or reject any Services, perform Services free from the supervision and control of Hivex.tech, and provide their own tools and equipment. It is the obligation of Clients to supervise and control the Services performed by Developers. All contracts, agreements and arrangements for the completion of Services are between Clients and Developers, and Hivex.tech is not a party to that relationship. As such, Hivex.tech does not withhold taxes including, without limitation, unemployment insurance, workers’ compensation, employer’s liability, social security or other payroll withholdings. You understand and agree that if Hivex.tech is found liable for any taxes, other than on Hivex.tech’ income, you will immediately reimburse and pay to Hivex.tech an equivalent amount, including any interest and penalties thereon.
- Connecting Users; No Control. The Platform leverages a proprietary algorithm to connect Users for Services based on numerous factors including, without limitation, Client criteria and Developer skills. Notwithstanding the foregoing, Hivex.tech does not have control over any aspect of any Services including, without limitation, the legality, timing, quality, performance or non-performance thereof. Further, Hivex.tech does not supervise or control any aspect of the Services performed by Developers, and Clients are responsible for supervising and controlling the Services performed by Developers. As such, Hivex.tech makes no representations, warranties or covenants about any aspect of any Services performed.
- Client Subscription Fees. Clients agree to pay Hivex.tech the subscription fees associated with the selected subscription for the Services of Developers (“Subscription Fee”). All Subscription Fees must be paid directly to Hivex.tech in advance through the Platform. Clients agree that it shall maintain a positive balance of an amount equal to not less than: (A) one (1) week’s worth of the Services of Developers for weekly Subscription Fees paid by debit card or credit card for the subsequent week’s Services; and, (B) one (1) month’s worth of the Services of Developers for monthly Subscription Fees invoiced and/or paid by ACH or wire transfer for the subsequent month’s Services. For Subscription Fees paid by debit card or credit card, Clients hereby authorize Hivex.tech to charge the credit card or debit card for the Subscription Fees associated with the selected subscription plus any amounts owed for Services of Developers that exceed the selected subscription. Clients may request to pause their subscription at any time by using the “Request to pause” feature in Client’s account.
- Developer Placement Fees. In the event that Clients hire or contract with Developers directly, or pay Developers off the Platform, Clients agree to pay Hivex.tech an amount equal to fourteen thousand U.S. dollars ($14,000 USD) as a direct placement fee and not as a penalty (“Placement Fee”). Clients agree to pay such Placement Fee within five (5) days of such direct hire, contract or payment, as applicable. Clients hereby authorize Hivex.tech to charge the credit card or debit card on file for the Placement Fee associated with such direct hire, contract or payment, as applicable. In the event that such credit card or debit card cannot be charged for the Placement Fee, such Client agrees that it shall pay the Placement Fee pursuant to the invoice therefor.
- Late or Non Payment. For any payment due to Hivex.tech that is more than three (3) business days past due including, without limitation, Subscription Fees and Placement Fees, fifteen percent (15%) interest will be added to the total amount due, compounded each thirty (30) days after payment is due, in addition to collections costs and fees incurred including, without limitation, attorneys’ fees, court costs and other related collection expenses.
- Developer Payments. Developers are paid for Services on a “time and materials” basis, which means that Developers are paid for the time spent performing Services, the tools and equipment required to perform the Services and approved expenses (if applicable). Developers are paid by the 10th of the month following the month in which such Services are performed.
- Partner Payments. Partners are paid by Hivex.tech for the Services of Partner-sourced Developers on a “time and materials” basis, which means that Developers are paid for the time spent performing Services, the tools and equipment required to perform the Services and approved expenses (if applicable). In the event that Clients hire or contract with Partner-sourced Developers directly, or pay Partner-sourced Developers off the Platform, Hivex.tech shall pay Partner fifty percent (50%) of Placement Fees received by Hivex.tech for such Developers. Partners are paid for the Services of Partner-sourced Developers by the 10th of the month following the month in which such Services are performed by such Developers. Partners are paid their portion of the Placement Fees received by Hivex.tech and owed to Partners by the 10th of the month following the month in which such Placement Fee was received by Hivex.tech.
- Developer Restrictions. As a Developer, you represent, warrant and covenant that you are not: (A) a citizen or resident of, or located in, a geographic area that is subject to U.S. sanctions or embargoes; (B) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules.
- Disputes Between Clients and Developers. Clients understand and agree that it is their obligation to communicate directly with Developers and to supervise and control the Services performed by Developers. In the event of any disputes between Clients and Developers including, without limitation, disputes related to the quality of Services performed by Developers, Clients agree that such disputes must be brought to Hivex.tech within ten (10) business days following the month in which such disputed Services were performed. All disputes must be reported using the “Report a problem” feature in Clients’ account. Clients understand and agree that the only remedy for such dispute is the reperformance of the Services that are the subject of such dispute and, where such Services cannot reasonably and adequately be reperformed, the maximum remedy is the refund of an amount equal to the hours paid for the disputed Services up to a maximum of forty (40) hours.
- Account Security. You represent, warrant and covenant that at all times you will: (A) Maintain the security and confidentiality of your account information, including, without limitation, your username and password; (B) Be responsible for all activity that occurs under your account, whether by you or by others; (C) Notify us immediately of any unauthorized use of your profile, the need to deactivate your profile due to security concerns, or any other breach of security; (D) Be liable for all charges, damages and losses incurred or suffered by you and/or by Hivex.tech as a result of activity under your account; and, (E) Ensure that you log out of your account at the end of each session.
- Your Responsibilities. You represent, warrant and covenant that at all times you will: (A) Be solely responsible for your online and offline interactions with other Users; (B) Not disclose confidential information and/or ideas on or through the Platform that you do not want used or shared by others; (C) Comply with all applicable laws, rules and regulations, including, without limitation, privacy laws, intellectual property laws, export control laws, tax laws, and applicable regulatory requirements; (D) Provide accurate information in your profile, and update such information as necessary; (E) Use the Platform in an honest, respectful and professional manner; and, (F) Use the Platform solely for permitted purposes as it is intended to be used.
- Third-Party Websites. The Platform may link to websites and/or applications operated by third parties, including, without limitation, licensors or advertisers (“Third-Party Website”). Hivex.tech does not control Third-Party Websites and is not responsible for them, their availability, their information and/or content or any viruses that may be accessed through them. The inclusion of hyperlinks or other connections to Third-Party Websites does not imply any endorsement of them or any association with their owners or operators. You are solely responsible for reviewing and evaluating whether you want to access or use such Third-Party Websites, including any applicable terms and/or privacy practices.
- Ownership of Developers Work Product. All deliverables, if any, and portions thereof, and all intermediate and partial versions thereof (the “Work Product”) created by a Developer for a Client shall be works-made-for-hire owned by such Client upon full payment of all amounts due therefor. In the event the Work Product or any portion thereof is found by a court of competent jurisdiction not to be a “work-made-for-hire” within the meaning of the Copyright Act of 1976, as amended, Developer hereby expressly assigns to Client all exclusive right, title and interest in and to the Work Product without further consideration, and free from any claim or rights of retention on the part of Developer. Developer agrees to execute all documents that may, in Client’s reasonable discretion, be required to perfect such assignment.
- Confidentiality. Any information and/or content not generally known by or disclosed to the public including, without limitation, information and/or content: (A) disclosed by Clients to Hivex.tech and/or Developers; (B) created by Developers for Clients; and, (C) any information and/or content disclosed pursuant to a mutually executed confidentiality and/or nondisclosure agreement (collectively, “Confidential Information”) shall be maintained in strict confidence by the recipient of such Confidential Information (“Recipient”) including, without limitation, Hivex.tech and Developer. Recipients shall not use or disclose any Confidential Information and access to and use of any Confidential Information shall be restricted by Recipient to those persons with known discretion and with a need to use the information, provided that such persons have executed a confidentiality and/or nondisclosure agreement. Notwithstanding anything herein to the contrary, Confidential Information shall not include information and/or content that is: (a) already known to or otherwise in the possession of a person at the time of receipt from the other party and that was not known or received as the result of violation of any obligation of confidentiality; (b) publicly available or otherwise in the public domain prior to disclosure by a party; (c) rightfully obtained by a party from any third party having a right to disclose such information without restriction and without breach of any confidentiality obligation by such third party; (d) developed by a party independent of any disclosure hereunder, as evidenced by written records; or (e) disclosed pursuant to the order of a court or administrative body of competent jurisdiction or a government agency, provided that the party receiving such order shall notify the other prior to such disclosure and shall cooperate with the other party in the event such party elects to legally contest, request confidential treatment, or otherwise avoid such disclosure.
- No Jury; Class Action Waiver. YOU HEREBY IRREVOCABLY WAIVE YOUR RIGHT TO TRIAL BY JURY IN ANY DISPUTE INVOLVING Hivex.tech. YOU FURTHER AGREE TO WAIVE ANY RIGHT TO RESOLVE ANY DISPUTE INVOLVING Hivex.tech AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW OR DEEMED BY A COURT OF LAW TO BE AGAINST PUBLIC POLICY. TO THE EXTENT YOU ARE PERMITTED BY LAW OR COURT OF LAW TO PROCEED WITH A CLASS OR REPRESENTATIVE ACTION, YOU AGREE THAT: (I) THE PREVAILING PARTY SHALL NOT BE ENTITLED TO RECOVER ATTORNEYS’ FEES OR COSTS ASSOCIATED WITH PURSUING THE CLASS OR REPRESENTATIVE ACTION; AND (II) YOU WILL NOT SUBMIT A CLAIM OR OTHERWISE PARTICIPATE IN ANY RECOVERY SECURED THROUGH THE CLASS OR REPRESENTATIVE ACTION.
- Disclaimer of Warranties. THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, CUSTOM, USAGE, MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. YOU HEREBY EXPRESSLY AGREE THAT USE OF THE PLATFORM IS AT YOUR SOLE AND EXCLUSIVE RISK. FURTHER, Hivex.tech DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM IS FREE FROM VIRUSES, TROJAN HORSES, WORMS, TIME BOMBS, SPIDERS, CANCEL BOTS, CORRUPTED FILES, OR ANY OTHER SIMILAR SOFTWARE, MALWARE OR MATERIALS THAT MAY DAMAGE, INTERFERE WITH, DISRUPT, IMPAIR, DISABLE OR OTHERWISE OVERBURDEN THE OPERATION OF ANY DEVICE, COMPUTER SYSTEM OR NETWORK.