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PLEASE READ THESE TERMS OF USE AND THE ACCOMPANYING PRIVACY POLICY VERY CAREFULLY BEFORE USING THIS WEBSITE (THE "SITE"). BY ACCESSING AND USING THIS SITE, YOU ARE HEREBY AGREEING TO COMPLY WITH AND BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE TO ALL PROVISIONS OF THESE TERMS OF USE, YOU MAY NOT USE, ACCESS OR SUBMIT ANY MATERIALS TO THIS WEBSITE. YOUR CONTINUED USE OF THE SITE FOLLOWING THE POSTING OF CHANGES AND/OR MODIFICATIONS WILL CONSTITUTE YOUR ACCEPTANCE OF THE REVISED TERMS OF USE.

CleverHive reserves the right to amend these Terms of Use (and/or Privacy Policy) at any time. CleverHive will notify Users of any material changes to the Terms of Use by updating these Terms of Use here and by including a "NEWLY UPDATED" label with the Terms of Use link on the Website for 30 days after any material changes are made. CleverHive will also send notice of any such material changes by e-mail to Registered Users. You will be notified of changes to CleverHive's Privacy Policy in a similar fashion, as explained in the accompanying Privacy Policy. Your use of the Website following any such amendment of these Terms of Use will signify your assent to and acceptance of its revised terms.

CleverHive Accounts

1. To access certain features of the CleverHive website, you will have to create a CleverHive account, including a username and a unique password. When setting up your account, you must provide true and accurate information. You are solely responsible for keeping your password secure and for any activity that occurs at the Website using your password. You must notify CleverHive immediately by e-mailing CleverHive at security@cleverhive.com of any breach of security or unauthorized use of your account. You must never use another user's account without his or her authorization.

2. You will be liable for the losses of CleverHive or others due to any unauthorized use of your password or account.

User Submissions and Conduct

As a CleverHive account holder you may submit material, including, but not limited to, audio, videos, pictures, other images, and text. Any material submitted to the Website using your password are collectively referred to as "User Submissions."

1. By providing any User Submissions to the Website, you hereby grant CleverHive the following rights:

(a) An irrevocable, worldwide, non-exclusive, fully-paid-up, royalty-free perpetual license under any copyright, trademark, right of publicity, right of privacy and other right in or relating to any User Submission to modify or create derivative works based upon such User Submissions and to use, copy, distribute, publicly display, publicly perform, reproduce and otherwise exploit such User Submissions and any such modifications or derivative works, including, without limitation, the title(s) and each and every element of the User Submissions or of any such modification or derivative work, in whole or in part, in any and all manner and media (whether now known or hereafter invented or discovered) and for any purpose, including, without limitation, on the Website and in advertising, publicity, promotional and marketing materials;

(b) An irrevocable, worldwide, non-exclusive, fully-paid-up, royalty-free perpetual right to use your name, voice, image, likeness, signature and biographical data in connection with any User Submissions and any promotional activity, including, without limitation, on the Website and in credits, advertising, publicity, promotional and marketing materials; and

(c) An irrevocable, worldwide, non-exclusive, fully-paid-up, royalty-free perpetual right to sublicense or assign or otherwise transfer to any other person or entity any rights granted by you under these Terms of Use.

2. You hereby acknowledge and agree that:

(a) CleverHive shall have the right to arrange, organize, classify and categorize any User Submissions and any modifications thereof or derivative works based thereon in any way it desires in CleverHive's sole discretion;

(b) CleverHive shall have the right to publish or display commentary or criticism submitted by other Users regarding or relating to any User Submission in CleverHive's sole discretion, and you waive any claims against CleverHive based upon any such commentary or criticism, including, without limitation, any claims for defamation;

(c) CleverHive shall not have any obligation to provide you with any credit when using any of your User Submissions, but in the event CleverHive chooses to provide you with credit the size and placement of the credit shall be at CleverHive's sole discretion;

(d) No confidential or fiduciary relationship exists between you and CleverHive, and no such relationships have been established by reasons of these Terms of Use or by reason of your submission of any User Submissions to CleverHive;

(e) To the maximum extent permitted under applicable law, you hereby waive any "droit moral" or "moral rights" that you may have in any User Submissions, and, accordingly, you hereby approve any and all uses, public performances, public displays, publications, reproductions and other exploitations of the User Submissions or of any modifications of or derivative works based thereon that CleverHive or any successor or transferee thereof or any third party sublicensed or otherwise authorized by CleverHive or any successor or transferee thereof, directly or indirectly, may make, and you expressly agree that no such uses, public performances, public displays, publications and other exploitations will or may cause harm to your honor or reputation and that no modification of or derivative works based upon any User Submissions by CleverHive or any successor or transferee thereof or by any third party sublicensed or otherwise authorized by CleverHive or any successor or transferee thereof, directly or indirectly, will be deemed to constitute a distortion or mutilation of any User Submissions;

(f) You are not authorized to create any derivative works based upon the Website or any part thereof, including any CleverHive or third party content thereon (other than your own User Submissions) (collectively, the "Content"), to copy, download, distribute, publish, publicly perform, publicly display, reproduce or otherwise exploit the Website or Content or any such derivative work, or to in any way use any CleverHive trademark, service mark, trade dress or trade name (including, without limitation, the CleverHive name, logo, slogan, or site design), and you agree not to do any of the foregoing;

(g) You will not issue any advertising or publicity concerning CleverHive or the User Submissions;

(h) Upon notice from CleverHive, you will immediately disable and remove any link to the Website or any part thereof, including, without limitation, to any User Submissions on any part of the Website;

(i) No User Submissions will include any link of any type to any address on the Internet or other network, including, without limitation, any page that is part of any other website;

(j) You are not entitled to any compensation or other payment from CleverHive in connection with any User Submissions or otherwise relating to the Website or any activity thereon;

(k) CleverHive has not made any promises or representations to you in order to induce you to provide any User Submissions;

(l) You will not circumvent, disable or otherwise interfere with security-related features of the Website or features that prevent or restrict use or copying of any Content or that enforce limitations on use of the Website or the Content;

(m) CleverHive reserves all rights not expressly granted in and to the Website and the Content;

(n) CleverHive does not endorse or recommend any Content submitted by any third party or any opinion, recommendation, or advice expressed therein, and CleverHive expressly disclaims any and all liability in connection with any Content; and

(o) Your conduct on the Website will comport with the Code of Conduct, found at SAFETY POLICY. CleverHive reserves the right to amend the Code of Conduct at any time. CleverHive will notify Users of any material changes by updating the Code of Conduct posted on the Website and by including a "NEWLY UPDATED" label with the Code of Conduct link on the Website for 30 days after any material changes are made. Your use of the Website following any such amendment of the Code of Conduct will signify your assent to and acceptance of its revised terms.

3. You represent and warrant that:

(a) You have the full power and authority to enter into these Terms of Use, to grant the rights herein and to perform all of your obligations set forth in these Terms of Use;

(b) You are the author of your User Submissions and each and every element of the User Submissions is an original work created by you;

(c) You are the sole and exclusive owner of your User Submissions and all of the trademarks, copyrights and other intellectual property contained therein;

(d) No third party is entitled to any compensation or payment as a condition for or in connection with the exercise of any rights granted hereunder relating to any User Submissions by CleverHive or any successor or transferee thereof or direct or indirect sublicensee of CleverHive or any successor or transferee thereof;

(e) No User Submissions violate the privacy or publicity rights of any person or include or reveal any trade secrets or other confidential information;

(f) No User Submission contains, depicts or promotes any (i) pornography or sexually explicit or suggestive content; (ii) obscene or offensive content, including any content that disparages any persons based upon race, color, religion, gender, national origin, sexual orientation, transgender status, handicap or age; (iii) other content that would be inappropriate for or potentially harmful to minors; (iv) content that libels, slanders or defames, or that would tend to harm, embarrass or reveal private facts about, any person or entity; (v) criminal or illegal acts; (vi) violent or dangerous acts; or (vii) viruses, "Trojan horses," spyware or other malicious or surreptitious code of any type or nature;

(g) No User Submission contains, depicts, or discloses personally identifiable information;

(h) Neither the distribution, nor the public performance, display, reproduction nor any other exploitation of your User Submissions shall violate any law, ordinance or regulation of any jurisdiction, whether inside or outside of the United States, including intellectual property laws; and

(i) Your User Submissions do not constitute or contain an advertisement or solicitation of business of any kind.

4. You understand that CleverHive may use your User Submissions, in whole or in part, for advertising, marketing or promotional purposes.

5. You are solely responsible for your User Submissions, the consequences of posting or publishing your User Submissions, and any material or information that you transmit to other members and for your interactions with other users of the Website.

6. You shall not sue, and you irrevocably, unconditionally and entirely release, and forever discharge CleverHive and its advertising agencies and other contractors or service providers and their respective parents, subsidiaries, affiliates, directors, officers, employees, agents, representatives, successors, assigns and sublicensees, jointly and individually (hereinafter collectively referred to as "Releasees"), from any and all manner of liabilities, claims and demands of any kind or nature, whatsoever, in law or equity, whether known or unknown, which you ever had, now have, or in the future may have against the Releasees with respect to any exercise of any right granted hereunder or pursuant hereto and/or your decision to provide CleverHive with any User Submissions. Without limiting the generality of the foregoing, you specifically acknowledge that you shall not be entitled to equitable or injunctive relief, and you knowingly and voluntarily waive any such right, and you shall not seek to prevent or inhibit the exhibition, distribution, reproduction, broadcast or other use or exploitation of any of your User Submissions and any modifications or derivative works based on such User Submissions by CleverHive or any Releasee.

7. You acknowledge that your User Submissions may contain concepts, ideas, proposals, suggestions and the like. You hereby acknowledge and agree that:

(a) CleverHive receives numerous submissions from many parties and/or may have independently developed and/or considered similar concepts, ideas, proposals, suggestions or the like and that CleverHive's review of any concepts, ideas, proposals, suggestions or the like included in your User Submissions is not an admission of novelty, priority or originality; and

(b) CleverHive is authorized to use, disclose or otherwise exploit any concepts, ideas, proposals, suggestions or the like, whether or not based on your User Submissions, without any obligation to you whatsoever and without compensation to you.

8. You understand that CleverHive will be acting in reliance upon your grant of rights, representations, warranties and indemnities in these Terms of Use and may incur substantial expense in reliance upon such grant of rights, representations, warranties and indemnities.

9. You hereby acknowledge that you have kept a copy of any User Submissions for your own use and that CleverHive will not return any User Submissions provided by you. CleverHive shall have the right to retain or destroy any User Submissions at its sole discretion, and you hereby release CleverHive from any claims related thereto.

10. You shall not have the right to assign or otherwise transfer these Terms of Use or any of your rights, obligations or duties of performance herein and any such assignment or other transfer shall be null and void unless expressly accepted by CleverHive in writing, in its sole discretion. These Terms of Use are binding upon and shall inure to the benefit of the respective permitted sublicensees, successors, heirs and permitted assigns of the parties hereto.

Account Termination Policy

1. CleverHive may, at any time and in its sole discretion, terminate your use of or access to the CleverHive Website with or without notice, including, without limitation, by cancelling your account and disabling your password. Further, CleverHive's policy is to terminate members and accounts that have, or that CleverHive believes have, repeatedly posted infringing materials to the Website or otherwise violated these Terms of Use or the Code of Conduct.

2. CleverHive has the right but not the obligation to review and remove from the Website any User Submissions at its sole discretion and without notice. However, CleverHive has no responsibility for monitoring, filtering or pre-screening submissions and has no obligation to modify or remove inappropriate content and has no responsibility for the conduct of the user submitting any such content.

Copyright

1. CleverHive does not permit copyright infringing activities and infringement of intellectual property rights on its Website, and CleverHive will remove all Content and User Submissions if properly notified that such Content or User Submission infringes on another's intellectual property rights. CleverHive reserves the right to remove Content and User Submissions without prior notice.

2. If any Content submitted by any other user or member infringes your copyright, you or your agent may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C. Section 512(c)(3) for further details):

(a)A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
(b)Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
(c)Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material.
(d)Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
(e)A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
(f)A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

CleverHive's designated Copyright Agent to receive notifications of claimed infringement can be reached as follows:

By mail:

Nerissa Holder Hall
Copyright Agent
BSL Ventures
230 Park Avenue
Suite 1547
New York, NY 10169

By email: copyright@cleverhive.com
By fax: 253-559-3559

The telephone number of the Copyright Agent is 347-987-3206. However, please note that notice by telephone is not sufficient under the DMCA.

Only DMCA notices should go to the Copyright Agent. You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid.

3. If you believe that any User Submission that we remove based on a notice of infringement under the DMCA is not infringing, you may send a counter-notice containing the following information to the Copyright Agent (see 17 U.S.C. Section 512(g)(3) for further details):

(a)Your physical or electronic signature.
(b)Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.
(c)A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
(d)Your name, address, and telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located, or if your address is outside of the United States, for any judicial district in which CleverHive may be found, and that you will accept service of process from the person who provided notification under subsection (c)(1)(C) (that is, the person who alleged that the User Submission infringed any copyright) or an agent of such person.

4. CleverHive will terminate a User's access to its Website if, under appropriate circumstances, they are determined to be a repeat infringer. CleverHive reserves the right to decide whether Content or a User Submission is appropriate and complies with these Terms of Use for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, pornography, obscene or defamatory material, or excessive length. CleverHive may remove such User Submissions and/or terminate a User's access for uploading such material in violation of these Terms of Use at any time, without prior notice and at its sole discretion.

Indemnity

You agree to defend, indemnify, and hold harmless CleverHive and its advertising agencies and other contractors or service providers and their respective parents, subsidiaries, affiliates, directors, officers, employees, agents, representatives, successors, assigns and sublicensees (collectively, "Indemnitees") from and against any and all loss, damage, liability, claim, demand, suit, cost and expense (including court costs and reasonable attorneys' fees) resulting from claims made against CleverHive or any other Indemnitees by third parties arising from any breach, or alleged breach, of your representations, warranties or obligations hereunder or the Indemnitees' use or display of any of your User Submissions.

Warranty Disclaimer

YOU AGREE THAT YOUR USE OF THE WEBSITE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, CLEVERHIVE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF. CLEVERHIVE MAKES NO WARRANTIES OR REPRESENTATIONS WHATSOEVER RELATING TO THE WEBSITE, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY ABOUT THE ACCURACY OR COMPLETENESS OF THE WEBSITE'S CONTENT OR THE CONTENT OF ANY SITES LINKED TO OR FROM THE WEBSITE AND, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ASSUMES NO LIABILITY OR RESPONSIBILITY FOR (I) ANY ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) ANY PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE, (IV) ANY BUGS, VIRUSES, "TROJAN HORSES," OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE. CLEVERHIVE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND CLEVERHIVE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND 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.

Limitation of Liability

IN NO EVENT SHALL CLEVERHIVE, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CLEVERHIVE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CLEVERHIVE HAVE ANY LIABILITY TO YOU WHATSOEVER RESULTING FROM (I) ANY ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) ANY PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CLEVERHIVE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

YOU SPECIFICALLY ACKNOWLEDGE THAT CLEVERHIVE SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

The Website is controlled and offered by CleverHive from its facilities in the United States of America. CleverHive makes no representations that the Website is appropriate or lawfully available for use in other locations. Those who access or use the Website from other jurisdictions do so at their own volition and are responsible for compliance with local law.

Waiver of Jury Trial and Right to Prosecute a Class Action

You hereby expressly waive any right to a trial by jury in regard to any action or proceeding brought by or against you in connection with your access to, dealings with, or use of the website, or CleverHive's use of user SUBMISSIONS to the fullest extent permitted by law in the applicable jurisdiction. You agree and understand that you will not bring against CleverHive or any of its affiliated entities, agents, directors, employees, and/or officers any class action lawsuit related to your access to, dealings with, or use of the Website, or CleverHive's use of User Submissions to the fullest extent permitted by law in the applicable jurisdiction.

Binding Arbitration

Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be resolved exclusively and finally by binding arbitration in New York, New York, administered by the american arbitration association (aaa) in accordance with its rules then in effect for commercial arbitration. any award of the arbitrator shall be final and binding on each of the parties, and may be entered as a Judgment in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. the arbitrator may, in the Award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party. otherwise, each party shall pay for its own costs and attorneys' fees.

General

1. No waiver by CleverHive of any provision or of any breach of these Terms of Use shall be effective unless it is in a writing executed by an authorized representative of CleverHive, and no such waiver shall constitute a waiver of any other provisions or any other or further breach.

2. In the event that any provision of these Terms of Use shall be illegal or otherwise invalid or unenforceable, such provision shall be severed, and the balance of the Terms of Use shall continue in full force and effect.

3. These Terms of Use have been entered into in the state of New York and the validity, interpretation and legal effect of these Terms of Use shall be governed by the laws of New York, without giving effect to its conflicts of laws principles. You consent to the exclusive jurisdiction of the federal and/or state courts of New York in regard to any dispute arising out of these Terms of Use.

4. These Terms of Use, together with the accompanying Privacy Policy and any other legal notices published by CleverHive on the Website, set forth the entire understanding between CleverHive and you with respect to the subject matter of these Terms of Use.

5. These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned, sublicensed or otherwise transferred by CleverHive without restriction.

6. You acknowledge that you and CleverHive are not engaged in and shall not be deemed to be engaged in a partnership, joint venture, joint enterprise, or agency relationship of any kind or for any purpose.

7. The headings contained in these Terms of Use are used for convenience only and are not to be used in interpreting these Terms of Use.

8. The CleverHive Privacy Policy, Copyright Policy , Safety Policy, and any other documents to which links are included in these Terms of Use are hereby incorporated into and made a part of these Terms of Use.