CITY HIVE MERCHANT TERMS OF SERVICE

Table of Contents
  1. Warranties by Both Parties
    1. Warranties by Merchant
  2. No Further Representations
  3. Account Terms
    1. Account Registration and Activation
    2. Account Ownership
  4. Account and Storefront Responsibilities
    1. Checkout
    2. Orders
    3. Retail Sales Tax
    4. Account Closure and Cancellation
  5. Limitations of Liability and Indemnification
    1. Indemnify and Hold Harmless
    2. No Direct, Indirect or Consequential Damages
    3. No Liability for Accessibility Claims
    4. No Liability for Transactions or Delays
    5. No Liability for Third Party Services
    6. No Liability for Support Services
    7. Limited Aggregate Liability
  6. Payments, Fees, Charges, and Taxes
    1. Fees and Charges
    2. Overdue Payments, Insufficient Funds and Default
    3. No Refunds
    4. Taxes
  7. Promotions, Discounts, Coupons, and Marketing
  8. Third Party Services
  9. Intellectual Property and Content Rights
    1. City Hive Intellectual Property
    2. Your Intellectual Property
  10. DMCA Notice and Takedown Procedures
  11. Customer and Merchant Data
  12. Confidentiality
  13. Miscellaneous
  14. No Exclusivity
  15. Binding Arbitration, No Jury Trial, No Class Action
  16. Independent Parties
  17. Force Majeure
  18. No Assignment
  19. Waiver and Complete Agreement, Invalidity of a Provision, Reservation of Rights
  20. Governing Law
Last Updated: November 19, 2024
By signing up for or using City Hive Inc.'s various services for merchants, including but not limited to the products, apps, software, platforms, websites, systems, and/or technologies described herein, or any other services or products provided to merchants now or in the future (collectively, the "Merchant Services"), you are confirming that you have read, accept, and that you agree to be bound by the following terms and conditions ("Merchant Terms"), in addition to City Hive's Privacy Policy and Acceptable Use Policy ("AUP"), as well as any applicable separate agreements or amendments (collectively, the "Additional Agreements"), all of which are herein incorporated by reference, and you are further confirming you have the authority to bind the business entity using or considering the use of these services.
As used in these Merchant Terms, "City Hive," "Us," "Our" or "We" means City Hive, Inc. and "You" or the "Merchant" means the entity using or considering use of all or any of our services under these Merchant Terms. You and City Hive may also be referred to throughout these Merchant Terms individually as a "Party" and collectively as the "Parties."
The Merchant Services offered by City Hive include various software products and services, whether online ("Online Services"), in store ("In Store Services"), or both, to help You manage Your business, engage with prospective and existing customers, to provide You with data and information regarding existing and prospective products and customers, to help You gain general market exposure, to help You offer Your services and products to customers and prospective customers, to help You transact, pay and get paid for goods and services You buy and/or sell. Any new features or tools which are added to the current Merchant Services shall also be subject to these Merchant Terms.
You can review the current version of these Merchant Terms at any time at legal.cityhive.net/merchants/terms_and_conditions.html. City Hive reserves the right to update and change these Merchant Terms at any time to reflect changes to law, functionality or for any or no reason, with or without notice, by posting updates and changes to the City Hive website at the link above. Although City Hive will make a reasonable effort to inform You of any changes, You are advised to check these Merchant Terms from time to time for any updates or changes. If at any time You do not agree with these Merchant Terms, or do not agree to any modified Merchant Terms, You must immediately notify us and stop using the Merchant Services. Your breach or violation of any term in these Merchant Terms, or in any of the Additional Agreements, as determined in the sole discretion of City Hive, may result in an immediate termination of Your services and may also entitle City Hive to bring an action against You for any and all other remedies available at law and in equity.
  1. Warranties by Both Parties
      2. Each Party represents and warrants to the other that: (a) it has the power and authority to agree to these Merchant Terms and the Additional Agreements and perform its obligations under these Merchant Terms; (b) it is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or formation and is duly qualified to do business in and is in good standing in each jurisdiction where the conduct of its business, provision of its goods and/or services, or the ownership of its property requires such qualification; (c) these Merchant Terms reflect its legal, valid and binding obligation, enforceable against it; and (d) it shall comply with all laws applicable to it and to its obligations under these Merchant Terms.
    1. Warranties by Merchant
        2. You hereby acknowledge that You are responsible for ensuring legal compliance for all alcohol transactions. You represent and warrant that Your business is duly licensed as required in the jurisdiction(s) in which You do business. You warrant that You are in full compliance with all alcohol laws, including but not limited to age verification and interstate shipping laws.
  2. No Further Representations
    1. Except as expressly set forth in these Merchant Terms, neither Party makes any representations or warranties, express or implied, including without limitation any implied warranty of merchantability or fitness for a particular purpose. City Hive does not warrant or guarantee that (a) the Merchant Services or any other service, offer or transaction will be error-free; (b) any errors, omissions or misplacements will be corrected, or (c) any offer and/or transaction will result in any revenue or profit for You. City Hive makes no representations or warranties, express or implied, regarding the Merchant Services or any other promotion, distribution or redemption method used or provided by City Hive (including with respect to its uninterrupted or error-free operation) and/or the accuracy, adequacy, reliability, availability, timeliness, completeness, suitability or other characteristics of the information and materials contained on or presented therein. The City Hive Merchant Services and all related information and materials are provided "as is", without any warranty of any kind, and on an "as available" basis.
  3. Account Terms
    1. Account Registration and Activation
      1. To use the Merchant Services, You must register for a Merchant Account, which includes providing the individual and entity information requested. This information must be kept current in the Merchant Dashboard, the secure section of the City Hive site by which You interface with the Merchant Account.
      2. You may be asked to provide copies of any applicable facility operating license(s), state or other regulatory body licenses, retailer permits, or similar credentials or documents evidencing Your compliance with applicable laws and regulations.
      3. City Hive may reject Your application for a Merchant Account for any reason or for no reason, at Our sole discretion, and may cancel or close your Merchant Account at any time.
      4. City Hive will use the email address You provide in Your Merchant Dashboard as the primary method for communication. You hereby (a) consent to receive communications from City Hive in an electronic form and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that City Hive provides to You electronically satisfy any legal requirement that such communications would satisfy if they were in writing. Any notice required or permitted hereunder shall be provided in writing, and shall be deemed delivered when (a) sent by electronic mail to the then-current e-mail address in Your Merchant Dashboard, or (b) regardless of whether or not actually received, when deposited in (i) the United States mail, postage prepaid, certified mail, return receipt requested, or (ii) a regional or national overnight courier service, addressed to the applicable Party.
      5. You are responsible for maintaining the security of Your Merchant Account and password for each of Your users. You agree to immediately notify City Hive of any unauthorized use of Your password or Merchant Account or any other breach of security related to the City Hive Merchant Services. City Hive is not liable for any loss or damage from Your failure to maintain the security of Your Merchant Account and password. City Hive shall not be liable for any loss or damage arising from Your failure to comply with such security obligations.
    2. Account Ownership
      1. City Hive retains the rights to determine, in Our sole judgment, rightful Merchant Account ownership and to transfer a Merchant Account to the rightful owner. If We are unable to reasonably determine the rightful Merchant Account owner, City Hive reserves the right to temporarily disable a Merchant Account until resolution has been achieved. The creator of a Merchant Account is attesting, by their use of the Merchant Services, that they have the authority to do so and are doing so on behalf of the business entity.
      2. We reserve the right to request documentation to determine or confirm Merchant Account ownership. Documentation may include, but is not limited to, copies of business licenses, government issued photo IDs, the last four digits of the credit card on file, etc.
      3. You are responsible for understanding the settings, permissions, and privileges associated with each user account type, including without limitation the right for a user to invite other users, the right to incur fees or charges, the right to make changes to or share data. You are responsible for the actions of all Your users, and You acknowledge any action taken by a user of Your account(s) is deemed to be an authorized action by You. You may not grant access to or create accounts for external users.
  4. Account and Storefront Responsibilities
    1. Checkout
      1. You agree to use Our checkout process for all Transactions and sales associated with Your Merchant Account and/or with Your store. For each Transaction and/or Order that You fulfill, You will be paid an amount equal to the order total, less the Transaction Fees calculated based on the original order amount. The terms of service applicable to the collection and disbursement of payments by and from third party payment processors are governed by the terms and conditions published by the third party companies engaged by City Hive to process payments. Such terms are available in Your Merchant Dashboard. Your use of the Merchant Services implies Your acceptance of such terms and conditions.
    2. Orders
      1. You are responsible for verifying the pricing of orders you accept. Once accepted, you consent to fulfill the order at the indicated price. Any disputes about order pricing, including discounts and final pricing, must be brought within 7 days.
      2. You are responsible for verifying the legality of any orders you accept.
    3. Retail Sales Tax
      1. As part of our Merchant Services, City Hive offers You the ability to charge sales tax on retail sales as applicable. Calculation and remittance of taxes remains Your responsibility. You are responsible for determining, collecting, withholding, and remitting applicable taxes and fees based on your sales through Our platform. We are not a marketplace. Sales are directly between You and the customer.
    4. Account Closure and Cancellation
      1. Cancellation by Either Party
        2. Upon termination of Your Merchant Account by either party, City Hive will cease providing You with services and You may no longer be able to accept orders, maintain a consumer-facing website, and any and all of Your content may be deleted. This information may not be recoverable even in the event of Merchant Account reinstatement. Any outstanding balance owed to City Hive will immediately become due and payable in full.

        You will not be entitled to any refunds of any fees, pro rata or otherwise. Upon Your termination of City Hive's services, all City Hive sponsored promotions, discounts and rebates that have been disbursed over the preceding 12 months will be payable back to City Hive.

        Upon termination of Your Merchant Account, for whatever reason, any unpaid balances are immediately due and payable and will be charged to Your payment method on file.
      2. Cancellation and Termination by You
        3. You may cancel Your Merchant Account at any time upon 30 days notice by requesting deactivation in the settings within the Merchant Dashboard or by emailing support@cityhive.net and then following the specific instructions in City Hive's response. Cancellations requested by phone or sent to any other email address shall not be effective.
      3. Cancellation and Termination by Us
        4. City Hive reserves the right to terminate this agreement and close Your Merchant Account at any time, for any reason or for no reason.
      4. End User Terms and Other Content We Provide
        5. As part of the Merchant Services, we provide the Consumer Terms of Service and Privacy Policy for your site that govern your relationship with your customers.
  5. Limitations of Liability and Indemnification
    1. No Direct, Indirect or Consequential Damages
      2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CITY HIVE OR ITS AFFILIATES BE LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF GOODWILL, DAMAGE FROM ANY SECURITY BREACH OR ANY OTHER SECURITY INTRUSION, OR ANY OTHER PECUNIARY OR NON-MONETARY LOSS, HOWEVER CAUSED AND ON ANY LEGAL OR EQUITABLE THEORY OF LIABILITY, AND WHETHER OR NOT FOR BREACH OF CONTRACT, NEGLIGENCE OR OTHERWISE, EVEN IF CITY HIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY BREACH OF CONDITION(S) OR FUNDAMENTAL TERM(S).
    2. No Liability for Accessibility Claims
      3. City Hive makes an ongoing effort to support accessibility but does not guarantee any specific level of accessibility compliance. We assume no responsibility or liability in the event of an accessibility claim arising from an actual or alleged failure to comply with applicable accessibility laws with regard to Your Online Services, websites, apps, and other Merchant Services.
    3. No Liability for Transactions or Delays
      4. City Hive will not be liable for any damages arising out of or in connection with any services, products, or transactions entered into through the Merchant Services, or arising out of or in connection with any failures or delays by Us or by any of Our partners or affiliates (or Our or their respective directors, employees, or representatives), in fulfilling Our obligations under these Merchant Terms, regardless of whether the failure or delay was caused by an event or condition beyond our control.
    4. No Liability for Third Party Services
      5. City Hive is not responsible or liable for Third Party Services, defined in Third Party Services, below, and shall have no liability with regard to their use.
    5. No Liability for Support Services
      6. Merchant support services may be made available to You through the Merchant Dashboard and may be available by email, online messaging, telephone, and/or video presentation, subject to availability. Except in the event of gross negligence or willful misconduct, in no event shall City Hive or its agents or employees be liable for any damages, fees, charges, loss of revenue or loss of business in connection with any advice, recommendations, or support regarding Our services and/or any outside services, for example but not limited to, domain transitioning.
    6. Limited Aggregate Liability
      7. CITY HIVE'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT RECEIVED BY CITY HIVE FROM YOU DURING THE 12 MONTHS PRECEDING THE EVENT WHICH CAUSES SUCH LIABILITY TO ARISE.
    7. Indemnify and Hold Harmless
      1. You agree to defend, indemnify and hold Us and (as applicable) any parent, subsidiaries, affiliates, City Hive partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Your breach of these Merchant Terms and/or the Additional Agreements, or Your violation of any law or the rights of a third party, including but not limited to copyright, trademark, or other intellectual property laws.
      2. City Hive, at its sole cost and expense, shall defend, indemnify and hold You harmless from and against any and all claims brought against You arising out of or in connection with (a) City Hive's material breach of these Terms or (b) any infringement, misappropriation or other violation of any trademark or copyright of any third party by City Hive, excluding claims relating to City Hive's use of materials provided by You or Merchant Materials uploaded by You.
  6. Payments, Fees, Charges, and Taxes
    1. Fees and Charges
      1. You are responsible for payment of all fees applicable to Your subscription and transaction processing, as well as for all fees related to use of third-party services and for all amounts associated with the processing of refunds and chargebacks.
      2. You must keep a valid payment method on file and authorize Us to automatically charge the payment method until all amounts owed are remitted. We may suspend Your ability to accept orders and/or to receive disbursements if you have an outstanding balance.
      3. All transaction-based fees will be deducted from Your sales prior to disbursement. All subscription fees, fees for additional and third-party services, refund and chargeback collection, and any other one-time or recurring fees will be charged automatically to the payment method on file at the time of the event or through Your monthly invoice. Any payments that fail to be processed immediately are due immediately. We may make multiple attempts to process the payment if the method initially fails.
      4. Unless otherwise indicated, all Fees and other charges are in U.S. dollars, and all payments shall be in U.S. currency.
    2. Overdue Payments, Insufficient Funds and Default
      1. Payments for all invoices are due immediately upon receipt, unless otherwise noted in a separate signed agreement. Your account will be considered to be in default if You have any invoices unpaid for more than 60 days.
      2. If payments are overdue or if Your Merchant Account is in default, You agree to pay City Hive's reasonable expenses, including legal fees and costs for collection by third-party agencies, incurred by City Hive in enforcing these Merchant Terms and collecting Fees. We may remove access to Your Merchant Account and Your materials may be lost or destroyed if You are in default, and/or We may treat Your failure to pay as Your breach of these Merchant Terms. City Hive shall not be liable for any damages incurred as a result of data loss arising from the closure of Your Merchant Account while it is in default.
      3. Removal of Your materials does not relieve You of the obligation to pay any outstanding Fees.
      4. Checks returned for insufficient funds or electronic payments returned unpaid will incur a return charge of $25 each and Your Merchant Account will immediately be considered to be in default until full payment is received by City Hive in cleared funds.
      5. Without limiting City Hive's other rights or remedies, We reserve the right to charge interest on any past due payments at the rate of 2% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.
    3. No Refunds
      1. You shall not, in any circumstances, be entitled to any refunds or credits for setup fees, partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account.
    4. Taxes
      1. All Fees are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services, harmonized or other taxes. You must maintain an accurate address in your Merchant Dashboard. We charge and collect sales tax on the Merchant Services, and on other fees and services, as required by law.
  7. Promotions, Discounts, Coupons, and Marketing
    1. As part of our Merchant Services, City Hive may offer various promotions, coupons, discounts, or rebates to You or Your customers. Your participation in these campaigns is voluntary, but if You elect to participate, You are responsible for the fees incurred as indicated in the campaign.
  8. Third Party Services and Integrations
    1. City Hive may enable or provide You with access to, including but not limited to integrations to, third party software, applications, marketplaces, products, services or website links (collectively and individually, "Third Party Services"). City Hive makes no representations or warranties, and shall have no liability whatsoever, for services or products of any Third Party Services. Separate terms and conditions may apply to Your use of third party services.
  9. Intellectual Property and Content Rights
    1. City Hive Intellectual Property
      1. City Hive intellectual property ("City Hive IP") means any and all intellectual property owned, controlled, or licensed by City Hive, including, but not limited to the Merchant Services, sites, system, apps, the "look and feel" of our offerings, selection, sequence, API, content, software, and arrangement of our offerings, and all other services, content, graphics, user interface, audio clips, video clips, editorial content, underlying source code, as well as the scripts and software used to implement these services. City Hive IP is protected by applicable intellectual property and other laws, including but not limited to copyright law.
      2. You warrant that You will not use City Hive provided Software, API, Content or IP in any way whatsoever except for use of the Merchant Services in compliance with these Merchant Terms. You will not copy, replicate reverse engineer, reproduce, modify, or create derivative works from any City Hive Software, API, Content or IP. You shall not "scrape" content from City Hive including, but not limited to, City Hive Powered sites, Merchant Services, apps, or any other offerings. You shall not share, rent, license, distribute, or otherwise transfer any City Hive Software, API, Content or IP to any third party or post or otherwise make available any City Hive IP in any form, on any forum, or use any City Hive Software, API, Content or IP in any way other than as agreed upon in these Merchant Terms.
      3. You shall not use any automated agent or "bot" to gain access to City Hive Software, API, Content or IP.
      4. Upon written approval, You may use City Hive's name, trademarks, and logos solely to publicize the fact that You are providing Merchant Services through City Hive. Notwithstanding the above, You shall not use or display the City Hive IP in any manner that states or implies that City Hive has endorsed or approved Your products or services.
    2. Your Intellectual Property
      1. You hereby warrant and represent that You own or have a valid license to share any photos, images, videos, graphics, descriptions, or other content You upload or share on your site or through your Merchant Services (collectively, "Merchant Materials"). You are responsible for ensuring compliance with any applicable laws and regulations that pertain to all Your Merchant Materials. We reserve the right to remove any of Your content at Our discretion.
      2. By uploading Merchant Materials, You agree: (a) to allow internet users to view the materials You post; (b) to allow City Hive to store, modify, and in the case of materials You post publicly, display Your materials; and (c) to allow other merchants and other City Hive customers to use Your Merchant Materials on their own sites, apps, and for their own offers.
      3. You hereby grant City Hive a non-exclusive, worldwide, transferable, irrevocable, perpetual and sub-licensable license to use, copy, distribute, display, add digital image tagging to, reproduce or simulate any trademarks, photographs, images, graphics, artwork, videos, sound clips, text, descriptions, and other content or materials that You provide to City Hive, in Your Merchant Account or otherwise, in any and all media or formats in connection with City Hive's fulfillment of its rights and obligations under these Merchant Terms.
      4. City Hive shall have the non-exclusive right and license to use the names, trademarks, service marks and logos associated with Your business to promote City Hive and Our services. City Hive may, in its sole discretion, include You in any press release regarding the Merchant Services described herein or identify You as a merchant.
  10. DMCA Notice and Takedown Procedures
    1. City Hive supports the protection of intellectual property and asks You to do the same. It's Our policy to respond to all notices of alleged copyright infringement. If someone believes that a Merchant is infringing their intellectual property rights, they can send a DMCA Notice to City Hive. Upon receiving a DMCA Notice, We may remove or disable access to the materials claimed to be a copyright infringement. Once provided with a notice of takedown, You can reply with a counter notification if You object to the complaint. The original complainant has 14 business days after we receive a counter notification to seek a court order restraining You from engaging in the infringing activity, otherwise we restore the material. You are required to provide a DMCA Content Claim page on Your website.
  11. Customer and Merchant Data
    1. We will not disclose individual Customer Data without your permission except where necessary. We reserve the right to share anonymized aggregate Merchant data, but will not share specific identifying Merchant data without Your permission. City Hive owns all data collected by, or on behalf of, City Hive pursuant to these Merchant Terms, including all information and data of individuals who may or do purchase products or services ("Customer Data").
    2. Except to the extent required by law or otherwise authorized in writing by City Hive, You may not use Customer Data for any purpose other than to service customers in the course of Your Merchant business.
    3. You shall take commercially reasonable efforts to protect the security of Customer Data and comply with all laws and City Hive's policies and procedures relating to the processing of any Customer Data. If You become aware of, or suspect, any unauthorized access to or use of Customer Data, You shall immediately notify City Hive, and shall cooperate with City Hive in the investigation of such breach and the mitigation of any damages. You shall bear all resulting costs and expenses incurred by City Hive to comply with applicable Laws (including without limitation any data breach Laws).
  12. Confidentiality
    1. The Parties agrees that "Confidential Information" includes: (i) the terms set forth in a Merchant Account, (ii) any information designated by the other Party as "confidential," (iii) any materials or information provided by You to Us or by Us to You which is not publicly known. and (v) any other information that the recipient should reasonably expect to be confidential under the circumstances. Confidential Information does not include information that (a) was, or becomes, publicly known through no action of the receiving Party; (b) is already in the legitimate possession of the receiving Party prior to its disclosure; (c) is obtained by the receiving Party without a breach of any third party's obligations or violation of Laws; or (d) is independently developed by the receiving Party.
    2. Each Party shall take reasonable precautions to protect all Confidential Information, and will only disclose Confidential Information to its employees on a need-to-know basis. If a Party is required by Law to disclose the other Party's Confidential Information, it shall promptly notify the other Party and shall cooperate with the other Party to obtain a protective order or to otherwise limit the disclosure of the Confidential Information. Any such legally required disclosure shall not invalidate the confidentiality of the information in any other context.
    3. Each Party agrees that, in the event of an actual, alleged or threatened breach of its confidentiality obligations established by these Merchant Terms, the other Party is likely to suffer immediate and irreparable harm, and may seek a temporary restraining order, injunction or other form of equitable relief without the posting of any bond or other security.
  13. Miscellaneous
    1. You shall not purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use City Hive or City Hive trademarks and/or variations and misspellings thereof.
    2. You understand and acknowledge that Your information and materials (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
    3. City Hive reserves the right to use Your name and/or Your business information as a reference for marketing or promotional purposes on City Hive's website and in other communication with existing or potential City Hive customers.
  14. No Exclusivity
    1. We reserve the right to provide Our services to Your competitors and make no promise of exclusivity in any particular market segment. You further acknowledge and agree that City Hive employees and contractors may also be City Hive customers/merchants and that they may compete with You, although they may not use Your confidential information in doing so.
  15. Binding Arbitration, No Jury Trial, No Class Action
    1. The Parties hereby agree that (a) these Merchant Terms and all disputes, controversies, or claims arising out of or relating to these Merchant Terms shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association ("AAA") and conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by AAA ("Rules and Procedures"); (b) the arbitration shall be held at a location determined by AAA pursuant to the Rules and Procedures (provided that such location is reasonably convenient for You and City Hive), or at such other location as may be mutually agreed upon by You and City Hive; (c) the arbitrator shall apply New York Law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law; (d) there shall be no authority for any claims to be arbitrated on a class or representative basis; arbitration will decide only Your and/or City Hive's individual claims; and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated; (e) in the event that You are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, City Hive will pay as much of Your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive; and (f) with the exception of subpart (d) above, if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures established by AAA, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, subpart (d) is found to be invalid, unenforceable or illegal, then the entirety of this Arbitration Provision shall be null and void, and neither You nor City Hive shall be entitled to arbitrate their dispute.
    2. Both Parties waive any and all right to trial by jury in any legal proceeding arising out of or relating to these Merchant Terms.
    3. Where permitted by applicable law, You and City Hive agree, with respect to any dispute, that any claims may be brought only in an individual capacity, not as a plaintiff class member in any class or representative action, and both Parties waive any right to join or consolidate claims with the claims of any other person or entity.
  16. Independent Parties
    1. Nothing in these Merchant Terms shall be deemed or construed by the Parties hereto, nor by any third party, as creating a joint venture, partnership, franchise, or an agency relationship between the Parties. Neither Party has the authority, without the other Party's prior written approval, to bind or commit the other Party in any way. The Parties are independent contractors. CITY HIVE IS NOT A VENDOR OR CO-VENDOR OF YOUR GOODS AND SERVICES.
  17. Force Majeure
    1. Neither Party shall be liable for any default or delay in the performance of its obligations under these Terms due to acts of God, terrorism, natural disasters, earthquakes, fire, riots, floods, and other similar events, to the extent such event is beyond the reasonable control of such Party and only for the duration of such event.
  18. No Assignment
    1. No assignment of the agreement made in accordance with these Merchant Terms or of any rights or obligations hereunder may be made by any of the Parties, directly or indirectly (by operation of law or otherwise) without the prior written consent of the other Party (which consent, in each case, shall not be unreasonably withheld, delayed or conditioned) and any attempted assignment without the required consent shall be void.
  19. Waiver and Complete Agreement, Invalidity of a Provision, Reservation of Rights
    1. The failure of City Hive to exercise or enforce any right or provision of these Merchant Terms shall not constitute a waiver of such right or provision.
    2. These Merchant Terms and the Additional Agreements constitute the entire agreement between You and City Hive and govern Your use of the Merchant Services, superseding any prior agreements between You and City Hive (including, but not limited to, any prior versions of the Merchant Terms or other terms of service).
    3. If any provision of these Merchant Terms should be held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of these Terms shall not be affected and the Parties shall negotiate an equitable adjustment in the provisions in order to affect, to the maximum extent permitted by Law, the purpose of these Terms.
    4. City Hive reserves all rights not expressly granted in these Merchant Terms, unless otherwise noted in writing by City Hive.
  20. Governing Law
    1. These Merchant Terms shall be governed by and interpreted in accordance with the laws of the State of New York and the laws of the United States applicable therein, without regard to principles of conflicts of laws. The Parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the State of New York with respect to any dispute or claim arising out of or in connection with the Terms of Service.
    2. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded.
City Hive Inc.
250 Greenwich St.
10th floor
New York, NY, 10007
United States
support@cityhive.net
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