HIVE RESUME TECH ACCESS
TERMS AND CONDITIONS
Effective Date: September 08, 2025
These Terms and Conditions, as well as any applicable Order Form (collectively, the “Agreement”), is binding on Customer and governs Customer’s and its Authorized Users’ use of services provided by Hive.
Definitions
| “Applicable Laws” | means all laws, rules, and regulations applicable to a party in connection with this Agreement. |
| “Authorized Users” | means those users who access and use the Hive Services on behalf of Customer. |
| “Candidate” | means the community of individuals that access and use the hellohive platform in their search for securing employment opportunities. |
| “Candidate Content” | means any content or information (e.g., text, images, profile information, employment information, personal demographics, data, video, audiovisual content, or hyperlinks to any of the foregoing) concerning Hive Candidates made available through the Hive Services. |
| “Customer” | means the entity identified in the Order Form. |
| “Customer Marks” | means Customer’s name, image, logo, trademark, trade dress or other indicia used to identify Customer. |
| “Distribution Period” | means the license distribution period specified in the Order Form. |
| “Effective Date” | means the date on which the Customer executes the Order Form, as specified in the signature section of the Order Form. |
| “Hive” | means Hellohive Inc., a Delaware corporation. |
| “Hive Services” | means the services described on the Order Form, which include, but may not be limited to: (i) resume tech access; (ii) access to aggregative demographic data on users who activate their licenses; (iii) reporting from Hive on Candidates; and (iv) insights, recommendations, and educational content provided by Hive. |
| “License Fee” | means the fees for User Licenses as set forth in the Order Form. |
| “License Term” | means the 12-month period during which each individual Authorized User has access to the Hive Services, commencing from the date of such user’s activation during the Distribution Period. |
| “Premium Onboarding” | means Hive’s enhanced implementation services including cohort-specific success planning, training modules, and follow-up support, which are integral to the license delivery. |
| “Training” | means the resume training session(s) and premium onboarding services included in the license package as specified in the Order Form. |
| “User License” or “License” | means the right for an individual user to access and use the Hive Services as specified in the Order Form. |
The Hive Services
2.1. Access to the Hive Services
Beginning on the start date of the Distribution Period as specified in the Order Form, and subject to the terms of this Agreement, Hive grants to Customer and its Authorized Users a limited, nonexclusive, nontransferable right and license, without the right to sublicense, during the Distribution Period, to access and use such Hive Services and associated Candidate Content solely in connection with identifying Candidates for potential employment opportunities offered by Customer.
Customer Registration Flexibility:
Customer may activate user licenses at any time during the Distribution Period, with each user receiving twelve (12) months of access from their individual license activation date, provided such activation occurs during the Distribution Period.
2.2. Restrictions
2.2.1. Customer and its Authorized Users will not, and will not permit any third party to:
- Access or use Hive Services or Candidate Content except as permitted hereunder;
- Use the Hive Services or Candidate Content in any manner that is not contemplated by this Agreement, not compliant with Applicable Law, or in a manner that violates any individual Candidates’ rights; or
- Employ any atypical requirements in the hiring or application process (as determined in Hive’s discretion) in connection with the Hive Services, including, but not limited to, application fees, investments in the Customer’s company or business enterprise, or unpaid trial periods.
2.3. Liability for Authorized Users
As between Hive and Customer, Customer shall be solely responsible for any and all acts and omissions of the Authorized Users. Customer will require any and all Authorized Users to comply with the applicable terms of this Agreement.
2.4. Data Processing; Independent Businesses
Customer’s and its Authorized Users’ use of the Hive Services is subject to the Hive Privacy Policy. The parties agree that under this Agreement both Hive and Customer will be considered independent Businesses in relation to the use and Processing of Personal Information.
2.5. Customer Marks
Customer grants to Hive the limited, non-exclusive, royalty-free worldwide right to use the Customer Marks in connection with the advertising, promoting, or marketing the Hive Services.
2.6. Ownership
As between Customer and Hive, Hive alone will retain all right, title, and interest in and to any intellectual property rights relating to the Hive Services, the Candidate Content, and any suggestions, ideas, enhancement requests, feedback, or recommendations, or other information provided by Customer or any Authorized User concerning or relating to the Hive Service (“Feedback“), all of which are hereby assigned to Hive.
Fees & Payment
3.1. Fees
Customer shall pay the License Fee set forth in the Order Form in accordance with the payment terms specified therein. All License Fees are deemed earned by Hive upon the end of the Distribution Period and are nonrefundable except as required by Applicable Laws.
3.2. Taxes
Customer will be responsible for the payment of any and all local, state, federal, or foreign taxes, levies, and duties of any nature, including but not limited to value-added, sales, use, and withholding taxes (“Taxes“).
3.3. Fee Modifications
Hive may, in its sole discretion, increase or otherwise modify the Fees for each Renewal Term by providing Customer notice of changes to the Fees at least ninety (90) days prior to the end of the then-current term.
3.4. Travel Expenses
When Hive personnel travel to Customer locations for training or other services, Customer shall reimburse Hive for reasonable travel expenses as specified in the Order Form.
3.5. Additional Licenses
Additional User Licenses may be purchased during the Distribution Period at the rates specified in the Order Form.
Confidentiality
4.1. Confidential Information; Nonuse and Nondisclosure
Each party, as a receiving party, agrees to retain in confidence the non-public information and know-how disclosed to it pursuant to this Agreement which: (a) is designated as proprietary and/or confidential; or (b) should reasonably be understood to be confidential by the recipient given the nature of the information and/or the circumstances of disclosure (the “Confidential Information“).
Hive’s Confidential Information:
The Hive Services, Candidate Content, and the terms and conditions of the Agreement, shall be Hive’s Confidential Information.
Term and Termination
5.1. Term
This Agreement shall commence upon the Effective Date and continue through the Distribution Period set forth in the Order Form, unless earlier terminated in accordance with this Section 5.
5.2. Termination for Cause
Either party shall have the right to terminate this Agreement immediately upon written notice to the other party: (a) if the other party breaches or fails to perform or observe any material term or condition of this Agreement and such default has not been cured within thirty (30) days after written notice; or (b) if the other party becomes insolvent or subject to any bankruptcy or insolvency.
5.3. Effect of Termination
Upon the expiration or termination of this Agreement: (a) all rights and licenses granted by a party to the other party shall terminate; (b) any and all unpaid amounts due to Hive shall become immediately due and payable; (c) each party shall return or destroy the other party’s Confidential Information; and (d) Sections 1, 2.4, 4, 5.3, 6.4, 7, 8, 9, and 10.4 shall survive expiration or termination of this Agreement.
Representations and Warranties
6.1. Mutual
Each party represents and warrants to the other that: (a) this Agreement constitutes a valid and binding agreement enforceable against such party in accordance with its terms; (b) it has the power and authority to enter into this Agreement and fully perform its obligations hereunder; and (c) it has the unencumbered right to grant the rights, licenses, and privileges granted herein.
6.2. Hive Representations and Warranties
Hive hereby represents and warrants to Customer that during the Term, the functionality of the Hive Services will not be materially decreased from the functionality of the Hive Service available as of the Effective Date of the Order Form (the “Performance Warranty“).
6.3. Customer Representations and Warranties
Customer hereby represents and warrants that: (a) it, and its use of the Hive Services and Candidate Content, will comply with all Applicable Laws; (b) it is solely responsible for clearing all rights, obtaining any necessary consents, making any required disclosures, and paying all licensing fees and other costs and expenses arising in connection with the Customer Marks; and (c) it will not allow the use of credentials to access the Hive Services by anyone other than Authorized Users.
6.4. Warranty Disclaimer
EXCEPT FOR THE WARRANTIES SET FORTH IN THIS AGREEMENT: (I) EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; AND (II) THE PARTIES AGREE THAT THE HIVE SERVICES AND CANDIDATE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE”.
No Employment Relationship or Liability
7.1.1. Customer assumes all liability for proper classification of Candidates as independent contractors or employees based on applicable legal guidelines. Customer acknowledges that Hive does not, in any way, supervise, direct, or control the manner, means, or conditions of any work or services performed for Customer by a Candidate.
Customer Responsibilities:
Customer is solely responsible for: (i) verifying and ensuring the accuracy, completeness, and legality of any Candidate Content; (ii) determining the suitability of any Candidate for any job or opportunity; and (iii) negotiating and executing any applicable employment offers, letters, or agreements between Customer and the Candidates.
7.1.2. Customer acknowledges and agrees that Hive shall have no liability with regard to or in connection with any employment relationship (actual or alleged) between Customer and any Candidate(s).
Indemnification
8.1. Hive Indemnity
Hive shall defend, indemnify, and hold harmless Customer, at its own option and expense, from and against any suit, claim, action, or proceeding brought against Customer by a third-party to the extent based upon a claim that the Hive Services infringe any U.S. copyright, trademark, or misappropriates any U.S. trade secret of such third-party.
8.2. Customer Indemnification
Customer shall defend, indemnify, and hold harmless Hive from and against any third-party claim arising from or relating to: (a) the Customer Marks and Hive’s use thereof as permitted hereunder; and/or (b) Customer’s or its Authorized Users’ breach of this Agreement, negligence or willful misconduct, or any interaction with Candidates.
Limitation of Liability
9.1. Liability Caps
EXCEPT WITH RESPECT TO EXCLUDED CLAIMS (DEFINED BELOW), IN NO EVENT SHALL EITHER PARTY’S TOTAL AGGREGATE LIABILITY ARISING UNDER THIS AGREEMENT EXCEED THE AMOUNT PAID OR PAYABLE BY CUSTOMER TO HIVE HEREUNDER DURING THE ONE (1) YEAR PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.
9.2. Damages Waiver
NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, BUSINESS, CONTRACTS, REVENUE, GOODWILL, PRODUCTION, ANTICIPATED SAVINGS, LOSS OF DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.
9.3. Excluded Claims
As used in this Agreement, “Excluded Claims” means: (a) either party’s breach of its confidentiality obligations under Section 4; (b) either party’s indemnification obligations under Section 8; and (c) the gross negligence or willful misconduct of either party or its agents.
Miscellaneous
10.1. Assignment
No party may assign any of its rights under this Agreement without the prior written consent of the other party, except that either may assign its rights to: (i) an entity that acquires all or substantially all of its assets; (ii) any corporation or other business entity controlled by, controlling, or under common control with that party; or (iii) the successor in a merger, acquisition, or reorganization.
10.2. Force Majeure
In the event that either party is prevented from performing due to any Act of God, fire, casualty, flood, earthquake, war, strike, lockout, epidemic, pandemic, government shut-down orders, or any other cause beyond the reasonable control of the party, the time for performance shall be extended for the period of delay.
10.3. Governing Law; Venue
This Agreement will be governed by the Laws of the State of New York. Any claim or cause of action in connection with this Agreement will only be brought into a court of competent jurisdiction within New York, New York.
10.4. Notices
All notices permitted or required under this Agreement shall be in writing and shall be deemed to have been given when delivered in person, when delivered by electronic mail to info@hellohive.com for Hive, or three (3) business days after being mailed by first class, registered or certified mail.
10.5. Export Law Assurances
CUSTOMER MAY NOT DOWNLOAD OR OTHERWISE EXPORT OR RE-EXPORT THE HIVE SERVICE EXCEPT IN FULL COMPLIANCE WITH ALL APPLICABLE LAWS, IN PARTICULAR, UNITED STATES EXPORT CONTROL LAWS.
10.6. Entire Agreement
This Agreement represents the entire agreement between the parties. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CUSTOMER AGREES THAT CUSTOMER WILL NOT BE PERMITTED TO OBTAIN AN INJUNCTION OR OTHER EQUITABLE RELIEF OF ANY KIND THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, APPLICATION, CONTENT, SUBMISSIONS, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY HIVE.
10.7. Order of Precedence
In the event of conflict between an Order Form and these Terms, the Order Form controls solely for fees, payment terms, and specific services. These Terms control for all other matters.
Insurance Requirements
During the Term, Hive shall maintain the following lines of coverage as applicable. Hive may modify the below policies and/or limits at any time and will use commercially reasonable efforts to provide Customer with timely notice thereof.
11.1. Commercial General Liability
“Occurrence” form with policy limits of not less than One Million Dollars ($1,000,000 USD) each occurrence and Two Million Dollars ($2,000,000 USD) in the aggregate (for bodily injury and for damage to property); including coverage for premises and operations, contractual liability, broad form property damage, and products and completed operations.
11.2. Workers’ Compensation; Employers Liability
Hive shall maintain coverage for employers’ liability with a policy limit of not less than One Million Dollars ($1,000,000 USD) per accident, One Million Dollars ($1,000,000 USD) per disease per employee, One Million Dollars ($1,000,000 USD) disease policy limit.
11.3. Professional Liability/Errors & Omissions Liability
Policy limits of not less than One Million Dollars ($1,000,000 USD) each claim and in the aggregate. Such insurance shall include coverage for failure to protect Confidential Information and copyright and trademark infringement, as related to performance under this Agreement.
11.4. Umbrella Liability
Policy limits of not less than Three Million Dollars ($3,000,000 USD) each claim and in the aggregate.
Questions about these Terms?
Contact us at info@hellohive.com