Terms of Use

Effective Date: 06/4/2019

Thank you for visiting our website (the “Site”) which is owned and operated by Cityhive LLC, (“Cityhive”, “we”, or “us”) an online referral service that enables landlords and building management companies (“Landlords”) to list vacant rental units and incentivize and reward residents (“Residents”) to make successful referrals.

Your Acceptance of These Terms of Use

These Terms of Use apply to all users of this Site. By using this Site you are agreeing to comply with and be bound by these Terms of Use. If you do not agree to these Terms of Use, you may not access or use this Site.

Your Acceptance of Our Privacy Policy

By agreeing to these Terms of Use, you agree to the terms of our Privacy Policy, which is expressly incorporated herein. Before using this Site, please carefully review our Privacy Policy. All personal information provided to us as a result of your use of this Site will be handled in accordance with our Privacy Policy. To the extent there are inconsistencies between these Terms of Use and our Privacy Policy, these Terms of Use control.

The Platform

We connect Landlords with prospective Residents via referrals from existing (internal) and non-existing (external) Residents in the Landlord’s property and from outside the Landlord’s property via our proprietary online platform (the “Platform”). We do not: (a) act as a real estate agent for you or any other user; (b) represent you or another user in the purchase, sale, or exchange of real property, including any negotiation thereof; or (c) lease or rent, offer to lease or rent, or negotiate the lease of real property or otherwise aid or assist in the lease of real property. Cityhive assumes no responsibility for any result or consequence related directly or indirectly to any action or inaction that you or any other person takes based on the Platform or any other information available through or in connection with the Platform.

How it Works

Landlord Onboarding. Landlord’s onboard their building(s) onto the Platform by uploading current and upcoming vacancy details, which shall include, but not be limited to: building and/or unit pictures, types and description of amenities, description of vacant unit & building, vacant unit details, (e.g., 1 bedroom, 1 bath, etc …) and vacant unit price. Landlords also upload Resident email addresses on to the Platform, which allows for the transmission of notifications to Residents, in accordance with the terms of our Privacy Policy.

Resident Onboarding, Referrals and Rewards: Residents onboard on to the Platform via the submission of their email address by their respective Landlord or by signing up directly on the Platform. At their choosing, Residents can remove their account from the Platform. Residents get a reward in two ways: (1) by filling out our online form to refer their Landlord or another Landlord that may benefit from the Cityhive Platform. The information on the form shall include, but not be limited to: Resident’s email address, name, phone number (optional), building name, Landlord email address and phone number (optional). Residents who make successful Landlord referrals are eligible for rewards directly from Cityhive, such as a gift card, cash or cash equivalents, to be determined from time to time in Cityhive’s sole discretion. For more information about our Referral and Rewards program, please visit www.cityhive.com/cityhive-referral; and (2) by referring a prospective Resident to a Landlord and assuming the prospective Resident successfully goes into contract with the Landlord and becomes a new Resident for the Landlord; such a reward will be given to the Resident by the Landlord. Rewards will be determined by the Landlord at the Landlord’s sole discretion and can be cancelled at the Landlord’s sole discretion or when a vacant unit is no longer available, i.e., when a vacant unit gets filled with a new Resident.

YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE PLATFORM DOES NOT ESTABLISH CITYHIVE AS A PARTY PROVIDING RENTING OR SALE OF DWELLINGS, AS SUCH TERMS ARE DEFINED UNDER THE FAIR HOUSING ACT, CODIFIED AT CODIFIED AT 42 U.S.C. 3601-3619 AND RELATED SECTIONS, AND AS AMENDED. CITYHIVE DOES NOT, AND THE SERVICES ARE NOT INTENDED TO, PROVIDE FINANCIAL OR REAL ESTATE ADVICE. CITYHIVE IS NOT A FINANCIAL OR REAL ESTATE BROKER OR LENDER. BY USING THE SERVICES, YOU ACKNOWLEDGE AND AGREE THAT CITYHIVE’S ROLE IS LIMITED AS SET FORTH IN THIS SECTION.

Ownership of this Site and its Content

This Site, including all its content are protected under applicable intellectual property and other laws, including without limitation the laws of the United States and other countries. All Content and intellectual property rights therein are the property of Cityhive or the material is included with the permission of the rights owner and is protected pursuant to applicable copyright and trademark laws.

The presence of any Content on this Site does not constitute a waiver of any right in such Content. You do not acquire ownership rights to any such Content viewed through this Site. Except as otherwise provided herein, none of this Content may be used, copied, reproduced, distributed, republished, downloaded, modified, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without our express prior written permission.

Permission is hereby granted to the extent necessary to lawfully access and use this Site and to display, download, or print portions of this Site on a temporary basis and for your personal, educational, noncommercial use only, provided that you (i) do not modify the Content; (ii) you retain any and all copyright and other proprietary notices contained in the Content; and (iii) you do not copy or post the Content on any network computer or broadcast the Content in any media.

Certain content on the Platform is owned by the Landlords or other third-party vendors or service providers. The names of actual companies, products, and services mentioned herein may be the trademarks of their respective owners. Any rights not expressly granted herein are reserved. Cityhive does not assert copyright or grant any rights to the underlying images or descriptions of real estate listings provided through the Platform. Any use of these images and descriptions is subject to the copyright owner’s permission and the requirements of applicable law.

Trademarks

Cityhive names and logos (including, without limitation, those of its affiliates), all product and service names, all graphics, all button icons, and all trademarks, service marks and logos appearing within this Site, unless otherwise noted, are trademarks (whether registered or not), service marks and/or trade dress of Cityhive and/or its affiliates (the “Cityhive Marks”). All other trademarks, product names, company names, logos, service marks and/or trade dress mentioned, displayed, cited or otherwise indicated within this Site are the property of their respective owners. You are not authorized to display or use Cityhive Marks in any manner without our prior written permission. You are not authorized to display or use trademarks, product names, company names, logos, service marks and/or trade dress of other owners featured within this Site without the prior written permission of such owners. The use or misuse of Cityhive Marks or other trademarks, product names, company names, logos, service marks and/or trade dress or any other materials contained herein, except as permitted herein, is expressly prohibited.

Responsibility for User-Generated Content (“UGC”) Posted on or Through the Platform

You are responsible for User-Generated Content that you post.

Under no circumstances will we be liable in any way for any UGC. This means that you, not Cityhive are entirely responsible for all UGC that you post and that you can be held personally liable for comments that are defamatory, obscene, or libelous, or that violate these Terms of Use, an obligation of confidentiality, or the rights of others. If any part of the UGC you post is not your original work, it is your responsibility to obtain any necessary permission to post it.

Because we do not control the UGC posted on or through this Site or on the Platform, we cannot and do not warrant or guarantee the truthfulness, integrity, suitability, or quality of that UGC. You also agree and understand that by accessing this Site, you may encounter UGC that you may consider to be objectionable. We have no responsibility for any UGC, including without limitation any errors or omissions therein. We are not liable for any loss or damage of any kind you may claim was incurred as a result of the use of any UGC posted, emailed, transmitted or otherwise made available on or through this Site or the Platform. The UGC posted on or through this Site expresses the personal opinions of the individuals who posted it and does not necessarily reflect the views of Cityhive or any person or entity associated with it.

You own User-Generated Content, but we may use it 

You own the copyright in any original UGC you post. We do not claim any copyrights in UGC. However, by using this Site you are granting us and our subsidiaries, affiliates, successors and assigns, a nonexclusive, fully paid, worldwide, perpetual, irrevocable, royalty-free, transferable license to use, copy, modify, distribute, publish, transmit, remove, retain, and repurpose UGC you post in any and all media or form of communication whether now existing or hereafter developed, without obtaining additional consent, without restriction, notification, or attribution, and without compensating you in any way. For this reason, we ask that you not post any UGC that you do not wish to license to us, including any confidential information.

We may disclose and/or remove User-Generated Content. Cityhive has certain rights. We have the right (but do not assume the obligation) to:

  • monitor all UGC;
    • require that you avoid certain subjects;
    • remove or block any UGC at any time without notice at our sole and absolute discretion;
    • disclose any UGC and the identity of the user who posted it in response to a subpoena or whenever we believe that disclosure is appropriate to comply with the law or a court order, to prevent or investigate a possible crime or other violation of law, to protect the rights of Cityhive or others, or to enforce these Terms of Use; and
    • terminate your access to and use of this Site, or to modify, edit or block your transmissions thereto, for any reason and in our sole discretion.

You agree that our exercise of such discretion shall not render us the owners of UGC you post, and that you will retain ownership thereof as described above.

Restrictions on User-Generated Content. It is a condition of these Terms of Use that you do not upload, post, transmit or otherwise make available:

  • any UGC that is unlawful, harmful, hateful, threatening, abusive, harassing, libelous, defamatory, obscene, vulgar, pornographic, profane, racially disparaging, indecent, or invasive of another’s privacy;
  • any UGC that constitutes or encourages activity illegal under criminal or civil law;
  • any UGC that is false, misleading, or fraudulent;
  • any UGC that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
  • any UGC that violates or infringes upon the rights of others, including UGC which violates the patent rights, copyrights, trademark rights, privacy rights, publicity rights, trade secret rights, confidentiality rights, contract rights, or any other rights of any individual, living or deceased, or any legal entity;
  • any UGC that contains the image, name or likeness of anyone other than yourself, unless (i) that person is at least eighteen years old and you have first obtained his/her express permission or (ii) that person is under eighteen years old but you are his/her parent or legal guardian;
  • any request for or solicitation of any personal or private information from any individual to the extent such request is not consistent with the networking goals of this Site;
  • any request for or solicitation of money, goods, or services for private gain
  • any UGC that contains advertising, promotions or marketing, or which otherwise has a commercial purpose
  • any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or
  • impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; or
  • violate any local, state, national or international law, rule or regulation.
  • use automated means, including spiders, robots, crawlers, data mining tools, or the like to download data from this Network except for Internet search engines (e.g. Google) and non-commercial public archives (e.g. archive.org) that comply with our robots.txt file, or well-behaved web services/RSS/Atom clients. We reserve the right to define what we mean by well-behaved;

By posting User-Generated Content, you represent and warrant that (i) you own or otherwise control all of the rights to the UGC and have the right to grant the license set forth in these Terms of Use; (ii) the UGC is accurate, and (iii) you have read and understood—and your UGC fully complies with—these Terms of Use and applicable laws and will not cause injury to any person or entity.

Removal of Content

In general. You can seek removal of objectionable UGC, “flag” posts, and lodge complaints against particular users, by contacting us at [email protected]. We will endeavor to review such requests and to remove UGC and users that we determine should be removed, in our sole discretion and in accordance with these Terms of Use and applicable law. However, by providing a mechanism for the submission of complaints, we make no promises that we will review all such complaints or that we will take any action in response to such complaints. Please be aware, however, that if the UGC has already been distributed to other websites or published in other media, we will not be able to recapture and delete it. Also, a back-up or residual copy of the UGC we remove from this Site may remain on back-up servers.

Violation of Copyrights 

Cityhive does not knowingly violate or permit others to violate the copyrights of others. We will promptly remove or disable access to material that we know is infringing or if we become aware of circumstances from which infringing activity is apparent.

Your Feedback

Although we do not claim ownership of User-Generated Content you post using this Site, the Feedback you provide to us through this Site will be and remain our exclusive property. Your submission of Feedback will constitute an assignment to us of all worldwide rights, title and interests in your Feedback, including all copyrights and other intellectual property rights in your Feedback. We will be entitled to reduce to practice, exploit, make, use, copy, disclose, display or perform publicly, distribute, improve and modify any Feedback you submit for any purpose whatsoever, without restriction and without compensating you in any way. For this reason, we ask that you not send us any Feedback that you do not wish to assign to us.

Eligibility; Accounts and Registration

You must be at least 18 years of age to use the Platform. By agreeing to these Terms of Use, you represent and warrant that: (a) you are at least 18 years of age; (b) you have not previously been suspended or removed from the Platform; and (c) your registration and your use of the Platform is in compliance with all applicable laws and regulations. To access some features of the Platform, you may be required to register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as email address or other contact information. You agree that the information you provide is accurate and that you will keep it accurate and up-to-date at all times. When you register, you may be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you are responsible for all actions taken via your account. You may not share your user account with others. Unless you have entered into a commercial agreement with Cityhive permitting you to use the Platform for transactions on behalf of another person, you may only use the Platform for transactions on your own behalf, and not on behalf of any other person.

Your Obligations

In consideration of your use of this Site, you agree that to the extent you provide personal information to Cityhive it will be true, accurate, current, and complete and that you will update all personal information as necessary. You also agree that you will use an image of yourself that you are authorized to use for your profile picture. The use of company logos, advertisements, web addresses, contact information, pictures of celebrities or the unauthorized use of images owned by others is prohibited.

Fees

  1. In general. You may be required to pay fees to access certain features of the Platform. All fees are in U.S. dollars and are non-refundable. If Cityhive changes the fees for all or part of the Platform, including by adding fees or charges, Cityhive will provide you advance notice of those changes. If you do not accept the changes, Cityhive may discontinue providing the applicable part of the Platform to you. Cityhive’s authorized third-party payment processor will charge the payment method you specified at the time of purchase. You authorize Cityhive to charge all fees as described in these Terms of Use for the Platform you select to that payment method. If you pay any fees with a credit card, Cityhive may seek pre-authorization of your credit card account before your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.
  2. Subscriptions. The Platform may include features that allow for automatically recurring payments for periodic charges (“Subscription Service”). If you decide to activate a Subscription Service, you authorize Cityhive to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or your account, all accrued sums on or before the payment due date for the accrued sums. The subscription will continue unless and until you cancel your subscription, or we terminate it. You must cancel your subscription before it renews in order to avoid billing of the next periodic subscription fee to your account. We will bill the periodic subscription fee to the payment method you provide to us during registration (or to a different payment method if you change your payment information). Cityhive may change the subscription fee for any subsequent subscription period but will provide you advance notice of any increase before it applies. You may cancel a Subscription Service by contacting us at: [email protected], by contacting your business consultant, or through your settings page for the paid feature.

Third Party/Linked Services/Sent information

  1. In general. The Platform include links to third-party products, services and Web sites, as well as materials provided by third parties, and may include functionality that allows for the distribution of your User Materials or your personal information (collectively, your “User Information”) to third parties not under Cityhive’s control (each, a “Third-Party Provider”). Third-Party Providers are solely responsible for their services. You are responsible for your use and submission of User Information to any third-party, and your dealings or business conducted with any third party arising in connection with the Platform are solely between you and such third party. Your use of third-party sites, services, or products may be subject to associated third-party terms of use and privacy policies or other agreements, which you are solely responsible for complying with. Cityhive does not endorse, and takes no responsibility for such products, services, Web sites, and materials, or a Third-Party Provider’s use of your User Information. By using a tool that allows for User Information to be transferred, you agree that Cityhive may transfer the applicable User Information or other information to the applicable third-parties, which are not under the control of Cityhive. If you submit a contact form or otherwise indicate your interest in contacting a Third-Party Provider, you may receive telemarketing calls from the Third-Party Provider using the contact information you provided. Third-Party Providers may keep your contact information and any other information received by the Third-Party Provider in processing a contact or other request form. Cityhive is not responsible for any damages or costs of any type arising out of or in any way connected with your dealings with these third parties.
  2. Specific Third-Party Services. Certain aspects of the Platform includes third-party tools that are subject to additional third-party terms, including, but not limited to, the following:

(i) Google Maps. Some of the Platform implements the Google Maps web mapping service. Your use of Google Maps is subject to Google’s terms of use, available at http://www.google.com/intl/en_us/help/terms_maps.html, and Google’s Privacy Policy, available at https://www.google.com/intl/ALL/policies/privacy/index.html.

(ii) Windows Live Virtual Earth. Windows Live Virtual Earth imagery is supplied by Microsoft Corporation, and use is subject to the Microsoft MapPoint Terms of Use available at http://www.microsoft.com/maps/assets/docs/terms.aspx.

Consent to Communications

By using the Platform, you consent to receiving certain electronic communications from Cityhive as further described in the Privacy Policy. Please read the Privacy Policy to learn more. You agree that any notices, agreements, disclosures, or other communications that Cityhive sends to you electronically will satisfy any legal communication requirements, including that those communications be in writing. The Platform may provide web forms, links, or contact information, including phone numbers, that can connect you with Cityhive or third parties, such as Landlords. Communications through these methods may be routed through a third-party service (“Communications Service”). Calls may be recorded or monitored for quality assurance and customer service purposes. You will be notified at the beginning of a call if it may be recorded or monitored. You consent to such recording and monitoring by Cityhive or the Communications Service. Cityhive also uses the Communications Service to track phone calls and text messages between you and the Landlord so that Cityhive and the Landlord can access certain details about the contact. As part of this process, Cityhive and the Communications Service will receive in real time, and store, data about your call or text message, including the date and time of the call or text message, your phone number, and the content of the text message. You consent to these practices by Cityhive and the Communications Service. The information is subject to the Privacy Policy.

DMCA; Claims of Copyright Infringement

Cityhive respects the intellectual property rights of others, and asks that everyone using the Platform do the same. Anyone who believes that their work has been reproduced on the Platform in a way that constitutes copyright infringement may notify Cityhive’s copyright agent in accordance with Title 17, United States Code, Section 512(c)(2), by providing the following information:

  1. Identification of the copyrighted work that you claim has been infringed;
  2. Identification of the material that you claim is infringing and needs to be removed, including a description of where it is located on the Platform so that the copyright agent can locate it;
  3. Your address, telephone number, and, if available, e-mail address, so that the copyright agent may contact you about your complaint; and
  4. A signed statement that the above information is accurate; that you have a good faith belief that the identified use of the material is not authorized by the copyright owner, its agent, or the law; and, under penalty of perjury, that you are the copyright owner or are authorized to act on the copyright owner’s behalf in this situation.

Notices of copyright infringement claims should be sent as follows:

By mail:

Cityhive
57 West 57th Street, 3rd Floor
New York, NY 10019

Attention: Copyright Agent

By e-mail:

[email protected]

If you give notice of copyright infringement by e-mail, we may begin investigating the alleged copyright infringement; however, we must receive your signed statement by mail or as an attachment to your e-mail before we are required to take any action.

DISCLAIMERS

WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THIS SITE OR ITS CONTENT, OR ANY PRODUCT OR SERVICE AVAILABLE ON OR PROMOTED THROUGH THIS SITE. THIS SITE AND ALL OF ITS CONTENT (INCLUDING USER-GENERATED CONTENT) ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, CITYHIVE, ITS AFFILIATES, AND THEIR SERVICE PROVIDERS AND LICENSORS DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, ARISING BY STATUTE, CUSTOM, COURSE OF DEALING, COURSE OF PERFORMANCE OR IN ANY OTHER WAY, WITH RESPECT TO THIS SITE, ITS CONTENT, AND ANY PRODUCTS OR SERVICES AVAILABLE OR PROMOTED THROUGH THIS SITE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CITYHIVE, ITS AFFILIATES, AND THEIR SERVICE PROVIDERS AND LICENSORS DISCLAIM ALL REPRESENTATIONS AND WARRANTIES (A) OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; (B) RELATING TO THE SECURITY OF THIS SITE; (C) THAT THE CONTENT OF THIS SITE IS ACCURATE, COMPLETE OR CURRENT; OR (D) THAT THIS SITE WILL OPERATE SECURELY OR WITHOUT INTERRUPTION OR ERROR.

WE DO NOT REPRESENT OR WARRANT THAT THIS SITE, ITS SERVERS, OR ANY TRANSMISSIONS SENT FROM US OR THROUGH THIS SITE WILL BE FREE OF ANY HARMFUL COMPONENTS (INCLUDING VIRUSES).

CITYHIVE DOES NOT ENDORSE AND IS NOT RESPONSIBLE FOR STATEMENTS, ADVICE AND OPINIONS MADE BY ANYONE OTHER THAN AUTHORIZED CITYHIVESPOKESPERSONS. WE DO NOT ENDORSE AND ARE NOT RESPONSIBLE FOR ANY STATEMENTS, ADVICE OR OPINIONS CONTAINED IN USER-GENERATED CONTENT AND SUCH STATEMENTS, ADVICE AND OPINIONS DO NOT IN ANY WAY REFLECT THE STATEMENTS, ADVICE AND OPINIONS OF CITYHIVE. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AGAINST THE POSSIBILITY OF DELETION, MISDELIVERY OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS, OR OTHER DATA. YOU ACCEPT THAT OUR SHAREHOLDERS, OWNERS, OFFICERS, DIRECTORS, EMPLOYEES AND OTHER REPRESENTATIVES SHALL HAVE THE BENEFIT OF THIS CLAUSE.

APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OF CERTAIN WARRANTIES, SO ALL OR PART OF THIS DISCLAIMER OF WARRANTIES MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS WE, ON BEHALF OF OUR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, LICENSORS AND SERVICE PROVIDERS, EXCLUDE AND DISCLAIM LIABILITY FOR ANY LOSSES AND EXPENSES OF WHATEVER NATURE AND HOWSOEVER ARISING INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, GENERAL, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES; LOSS OF USE; LOSS OF DATA; LOSS CAUSED BY A VIRUS; LOSS OF INCOME OR PROFIT; LOSS OF OR DAMAGE TO PROPERTY; CLAIMS OF THIRD PARTIES; OR OTHER LOSSES OF ANY KIND OR CHARACTER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE. YOU ASSUME TOTAL RESPONSIBILITY FOR ESTABLISHING SUCH PROCEDURES FOR DATA BACK UP AND VIRUS CHECKING AS YOU CONSIDER NECESSARY. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER BASIS.

IF ANY PART OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF THE RELEASED PARTIES FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED SHALL NOT EXCEED TEN DOLLARS ($10.00).

This Site gives you specific legal rights and you may also have other rights which vary from country to country. Some jurisdictions do not allow certain kinds of limitations or exclusions of liability, so the limitations and exclusions set out in these Terms of Use may not apply to you. Other jurisdictions allow limitations and exclusions subject to certain conditions. In such a case the limitations and exclusions set out in these Terms of Use shall apply to the fullest extent permitted by the laws of such applicable jurisdictions. Your statutory rights as a consumer, if any, are not affected by these provisions, and we do not seek to exclude or limit liability for fraudulent misrepresentation.

Modification, Discontinuation, and Termination

We reserve the right at any time and from time-to-time to modify, edit, delete, suspend or discontinue, temporarily or permanently this Site (or any portion thereof) and/or the information, materials, products and/or services available through this Site (or any part thereof) with or without notice. You agree that we shall not be liable to you or to any third party for any such modification, editing, deletion, suspension or discontinuance of this Site.

You also agree that Cityhive, in its sole discretion, may terminate your password, account (or any part thereof), or use of this Site for any reason, including, without limitation, for lack of use or if Cityhive believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Use. You agree that any termination of your access to this Site under any provision of these Terms of Use may be effected without prior notice, and acknowledge and agree that Cityhive may immediately deactivate or delete your account and all related information in your account and/or bar any further access to this Site. Further, you agree that Cityhive shall not be liable to you or any third-party for any termination of your access to this Site.

Waiver

Our failure at any time to require performance of any provision of these Terms of Use or to exercise any right provided for herein will not be deemed a waiver of such provision or such right. All waivers must be in writing. Unless the written waiver contains an express statement to the contrary, no waiver by Cityhive of any breach of any provision of these Terms of Use or of any right provided for herein will be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under these Terms of Use.

Severability

If any provision of these Terms of Use is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of these Terms of Use will remain in full force and effect.

Governing Law, Jurisdiction and Venue

These Terms of Use will be governed under the law os the State of New York without regard to its conflicts of law provisions. All actions or proceedings arising out of or relating to these Terms of Use will be venued exclusively in state or federal court in New York. You hereby irrevocably consent and submit to the personal jurisdiction of said courts for all such purposes. However, we retain the right to bring legal proceedings in any jurisdiction where we believe that infringement of these Terms of Use is taking place or originating.

Indemnity

You agree to indemnify and hold Cityhive, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of this Site in violation of these Terms of Use and/or arising from a breach of these Terms of Use and/or any breach of your representations and warranties set forth above and/or if any material that you post using this Site causes us to be liable to another. We reserve the right to defend any such claim, and you agree to provide us with such reasonable cooperation and information as we may request.

These Terms of Use May Change

These Terms of Use are current as of the effective date set forth above. Cityhive reserves the right to change these Terms of Use from time to time consistent with applicable laws and principles. These changes will be effective as of the date we post the revised version on this Site. Your continued use of this Site after we have posted the revised Terms of Use constitutes your agreement to be bound by the revised Terms of Use. If at any time you choose not to accept these Terms of Use, you should not use this Site.

Entire Agreement

These Terms of Use (together with our Privacy Policy and any Privacy Notices or click-through agreements applicable to you) contain the entire understanding and agreement between you and Cityhive with respect to this Site and supersede all previous communications, negotiations, and agreements, whether oral, written, or electronic, between you and Cityhive with respect to this Site and your use of this Site.

Definitions

The terms “Cityhive,” “we,” “us,” and “our” refer to Cityhive

The term “Content” refers to all of the software and code comprising or used to operate this Site, and all of the text, photographs, images, illustrations, graphics, sound recordings, video and audio-video clips, and other materials available on this Site, including User-Generated Content and Feedback.

The term “Feedback” refers to the Content you post on or through this Site that is specifically about how we can improve this Site and the products and services we make available through this Site.

The term “including” means “including, but not limited to.”

The term “Site” refers to the website located at www.cityhive.com and owned by Cityhive, LLC

The terms “User-Generated Content” or “UGC” refer to your publicly available profile information and all content that you post using the social networking tools we make available to you. UGC does not include “Feedback.”

Questions

If you have any questions about this Site, the Platform or these Terms of Use, please contact us via email at [email protected].