The hyve Referral and Rewards Program is open to all United States legal residents or citizens that currently reside in the United States. Exceptions are made for active Armed Services personnel that maintain a U.S. address and are temporarily overseas in connection with their service.
This Agreement is by and among Hyve Invest Inc. (“hyve”), an investment adviser registered with the U.S. Securities and Exchange Commission, and each Referring Client, and is subject to the terms and conditions of this Agreement.
By participating in the Hyve Referral and Rewards Program, you acknowledge and agree that you are a Referring Client and that you will have the rights and responsibilities of a Referring Client under this Agreement and be bound by the terms and conditions of this Agreement, including without limitation all of a Referring Client’s obligations, duties, covenants, undertakings, representations and warranties below. THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE IN SECTION 9.
By participating in the Hyve Referral and Rewards Program, you are agreeing to the following:
When the following capitalized terms are used above or below in this Agreement, the following definitions apply:
hyves mean Hyve Invest, LLC, an investment adviser registered with the U.S. Securities and Exchange Commission
Act means the Investment Advisers Act of 1940, as amended.
Application has the same meaning in this Agreement as it does in the Program Agreement.
Brochure means the Brochure that hyve files with the SEC as its Part 2A of Form ADV. If there is any issue with the link to the Brochure, it can also be found at adviserinfo.sec.gov.
Carrying Broker means Alpaca Securities LLC.
Disclosure means the disclosure information and/or documents Potential New Clients will see after being referred by a Referring Client and before opening a hyve Investment Account.
ETF Shares have the same meaning in this Agreement as they do in the Program Agreement.
Good Standing means a status in which all required account opening documentation for an account has been completed and verified, and the account is not locked, or restricted, or otherwise flagged in any way.
Ineligible Person means an individual who is subject to a disqualifying SEC action or is subject to any disqualifying event, as defined by SEC Rule 206(4)-1(e)(4) and Section 6 of this Agreement.
Portfolio Account has the same meaning in this Agreement as it does in the Program Agreement.
Potential New Client means an individual (i) whom a Referring Client, using the custom referral links generated by Hyve, invites to become a new Hyve subscriber and open an Hyve Portfolio Account and (ii) who has never subscribed to any Hyve products or services or opened an Hyve Portfolio Account before being invited by the Referring Client.
Program Agreement means the hyve Program Agreement, including the Investment Advisory Agreement and other attachments to the hyve Program Agreement.
Referred Client means a Potential New Client who has (i) entered into the Investment Advisory Agreement that is Attachment A to the Program Agreement and (ii) been accepted (and not rejected) by the hyve and Carrying Broker as a customer.
Referral means the invitation of a Potential New Client to become a hyve subscriber and open a hyve Portfolio Account by a Referring Client, which may only be done using the custom referral links generated by hyve within the hyve Application.
Referring Client means an investment advisory client of hyve who has entered into the Investment Advisory Agreement that is attached to the Program Agreement and decides to make Referrals. In addition, this agreement uses the terms “you,” “your” or “yours” to mean a Referring Client.
Reward Amount means the referral incentive amount as indicated in the relevant referral promotion (in some instances, this is called a “referral bonus” or “bonus investment”).
Reward Date means the date when hyve credits Reward Shares earned by a Referring Client in accordance with the terms and conditions of this Agreement to the Referring Client’s hyve Portfolio Account. Such date will typically be on or after the date that both the Referring Client and Referred Client meet the eligibility criteria of the applicable referral promotion.
Reward Shares means cash rewards deposited into a hyve goal.
Rules means the SEC’s rules under the Act. The SEC’s rules under the Act are located in the Code of Federal Regulations at 17 C.F.R. Part 275.
SEC means the U.S. Securities and Exchange Commission.
Selected Portfolio has the same meaning in this Agreement as it does in the Program Agreement.
2. Reward Shares for Referrals
hyve will credit your hyve Investment Goal with Reward Shares only after the Referring Client and the Referred Client have met all eligibility criteria under the terms and conditions for the applicable referral promotion, which will vary by promotion. After each Referred Client (1) establishes a hyve goal specified by the applicable referral promotion; (2) deposits an initial investment amount as described in the applicable referral promotion in such account; (3) if applicable, maintains the ETF Shares purchased by hyve on their behalf with the initial investment for the period set forth in the terms of the relevant promotion; and (4) if applicable, maintains the type of paid subscription with hyve for the number of billing period specified by the applicable referral promotion, hyve will credit your hyve Investment Goal with the amounts and types of Reward Shares that correspond to your Selected Portfolio and are collectively worth the Reward Amount at the time shares are purchased on the Reward Date. You acknowledge and agree that, notwithstanding anything else in this Agreement or the Program Agreement, you shall not be entitled to any Reward Shares for a Referral (i) unless and until the Potential New Client is accepted as a Referred Client; (ii) unless and until the Referred Client invests the minimum amount required by the promotion, and if none is specified, $5 and, if applicable, maintains the purchased ETF Shares in his or her hyve Investment Goal for the period set forth in the terms of the relevant promotion; (iii) unless you and the Referred Client each maintain your accounts in Good Standing up to, and including, the date of purchase of Reward Shares; (iv) unless and until the Referred Client remains a subscriber at the subscription tier for the number of billing cycles if specified in the applicable referral promotion; (v) if hyve determines at its sole discretion that you have breached any term, condition, obligation, duty, covenant, undertaking, representation or warranty in this Agreement or the applicable referral promotion terms (see Section 4 below on Compliance); and (vi) unless you invite a Potential New Client using the links hyve provides to you in the Application for Referrals. In addition, if the applicable referral promotion also requires that you make an initial investment in a hyve Investment Goal and/or subscribe to a certain hyve subscription plan for a minimum amount of billing cycles, hyve will not credit your hyve Investment Goal with the Reward Shares unless and until you have also met such requirements. hyve, at its sole discretion, may make available certain promotions with different Reward Amounts to other hyve users or prospective users.
hyve in its sole discretion may set the eligibility criteria for participation in certain limited-time promotions within the Referral Program. This means that, if you do not meet the criteria determined by hyve, you may not be able to participate in certain limited-time promotions.
In connection with your participation in the Referral Program, you acknowledge and agree to all of the restrictions listed below.
4.1. No spam - You agree that you will not “spam” anyone, or the general public, with Referrals to join hyve either by mass emailing, purchase or place advertisements, use of automated systems, bots or automatic dialers, and to not post Referral links on websites or event or venue pages without express consent from the owner. You agree to not engage in any device or scheme that results in “spam.”
4.2. No misrepresentations - You agree that you will not attempt to mislead anyone in connection with the Referral Program. This includes, but is not limited to, creating fake accounts, profiles, links or messages. You also agree that you will not use the personal information of any person in order to open an account in that person’s name. Further, you are expressly prohibited from implying any personal connection with hyve, other than as a client.
4.3. No kickbacks or incentives - You agree that you will not personally offer any incentives, monetary or otherwise, to Referred Clients in return for their participation in the program.
4.4. No modifications - You agree that you will not attempt to modify or obscure your referral link. This includes, but is not limited to, creating advertisements, hyperlinks, or otherwise publishing your referral link in a manner that is not in the exact format Hyve provides.
4.5. No prohibited content - You agree that you will not use any defamatory, offensive, abusive or obscene content in connection with Hyve. This includes, but is not limited to, content that violates someone else’s privacy or harassing content.
4.6. No fraudulent activity - You agree not to defraud or abuse, or attempt to defraud or abuse, or engage in deceptive or manipulative practices toward Hyve or any other business or individual in connection with the Referral Program. You agree not to engage in any activity that Hyve deems to be fraud or abuse, or any attempt to defraud or abuse, or to engage in deceptive or manipulative practices toward Hyve or any other business or individual in connection with the Referral Program.
4.7. No misuse of Hyve' content - Hyve' provision of the referral link to you does not grant you a license to use any other Hyve materials or intellectual property. You agree not to sell Hyve Referral links or create websites, email addresses or social media with Hyve' name, images or content without Hyve' express written consent. Hyve' content is not intended for distribution to, or use by, any person or entity in any jurisdiction where such distribution or use would be contrary to law or regulation or which would subject Hyve or any of Hyve' products or services to any authorization, registration, licensing or notification requirements within any jurisdictions outside those jurisdictions in which Hyve and its affiliates are licensed to operate.
Your compliance with the above restrictions, at all times, is required to participate in and benefit from the Referral and Rewards Program. hyve reserves the right to terminate or suspend your participation in the Referral and Rewards Program or receipt of rewards from the Referral and Rewards Program in the event that hyve makes the determination that you violated any of these restrictions. Further, in the event that hyve determines that you violated the terms of this Agreement, hyve reserves the right to seek the return of any Reward Shares credited to your account as the result of the violative behavior.
You acknowledge and agree that, before hyve presents a Potential New Client invited by you with the opportunity to enter into the Program Agreement, the Potential New Client will be shown a disclosure, which shall contain the following information:
- Hyve’s full legal name, i.e., Hyve Invest Inc.;
- The nature of your relationship with hyve as a Referring Client under this Agreement;
- A statement that you may be compensated for inviting the Potential New Client;
- the terms of our compensation arrangement with you under this Agreement; and
- The fact that the Referred Client will not be charged any amount for the cost of any Reward Shares we credit to your hyve Investment Goal, or other hyve Goals if applicable, or any differential in advisory fees attributable to the existence of hyve’s arrangement with you under this Agreement.
6. Legal Representations
You hereby represent and agree that: (a) you are not an “Ineligible Person.” An Ineligible Person means an individual who is subject to a disqualifying SEC action (See Section 6.1, below) or is subject to any disqualifying event, as defined by SEC Rule 206(4)-1(e)(4) (see Section 6.2, below); AND (b) that hyve may, at its discretion, conduct an appropriate inquiry (which may include a background check or search of public records) in order to verify that you are not an Ineligible Person.
6.1 Disqualifying Action
A disqualifying SEC action means an SEC opinion or order barring, suspending, or prohibiting the person from acting in any capacity under the Federal securities laws.
6.2. Disqualifying Event
Disqualifying event is any of the following events that occurred within ten years prior to the person providing a referral to a Potential New Client:
i. A conviction by a court of competent jurisdiction within the United States of any felony or misdemeanor involving conduct described in paragraph (2)(A) through (D) of Section 203(e) of the Act;
ii. A conviction by a court of competent jurisdiction within the United States of engaging in any of the conduct specified in paragraphs (1), (5), or (6) of Section 203(e) of the Act;
iii. The entry of any final order by any entity described in paragraph (9) of Section 203(e) of the Act, or by the U.S. Commodity Futures Trading Commission or a self-regulatory organization (as defined in the Form ADV Glossary of Terms), of the type described in paragraph (9) of Section 203(e) of the Act;
iv. The entry of an order, judgment, or decree described in paragraph (4) of Section 203(e) of the Act, and still in effect, by any court of competent jurisdiction within the United States; and
v. An SEC order that a person cease and desist from committing or causing a violation or future violation of:
a. Any scienter-based anti-fraud provision of the federal securities laws, including without limitation Section 17(a)(1) of the Securities Act (15 U.S.C. 77q(a)(1)), Section 10(b) of the Exchange Act (15 U.S.C. 78j(b)) and § 240.10b-5 of the Exchange Act, Section 15(c)(1) of the Exchange Act (15 U.S.C. 78o(c)(1)), and Section 206(1) of the Advisers Act (15U.S.C. 80b-6(1)), or any other rule or regulation thereunder; or
b. Section 5 of the Securities Act (15 U.S.C. 77e);
vi. A disqualifying event does not include an event described in paragraphs (i) through (v) above with respect to a person that is also subject to:
a. An order pursuant to Section 9(c) of the Investment Company Act of 1940 (15 U.S.C. 80a-9) with respect to such event; or
b. An SEC opinion or order with respect to such event that is not a disqualifying Commission action; provided that for each applicable type of order or opinion described in (vi)(a) and (b):
i. The person is in compliance with the terms of the order or opinion, including, but not limited to, the payment of
disgorgement, prejudgment interest, civil or administrative penalties, and fines; and
ii. For a period of ten years following the date of each order or opinion, the advertisement containing the testimonial or endorsement must include a statement that the person providing the testimonial or endorsement is subject to an SEC order or opinion regarding one or more disciplinary action(s) and include the order or opinion or a link to the order or opinion on the SEC’s website.
You further represent that you (a) do not maintain an office where you regularly provide investment advisory services, solicit, meet with, or otherwise communicate with clients, or any other location that is held out to the general public as a location at which you provide investment advisory services, solicit, meet with, or otherwise communicate with clients in any U.S. state;
(b) are not an associated person of a broker-dealer or investment adviser or otherwise subject to Financial Industry Regulatory Authority Rule 3210; and (c) do not work for any person or organization that would otherwise limit your ability to participate in referring clients to an investment adviser.
If you cannot accurately make the preceding representations, you may not participate in the Program. If you are currently participating in the Program and the preceding representation becomes inaccurate, you agree to immediately inform hyve by contacting us at firstname.lastname@example.org. hyve reserves the right to terminate your participation in the Referral Program or receipt of Reward Shares from the Referral Program in the event that hyve independently determines that your representations were, or have become, inaccurate.
7. Relationship to Program Agreement
You acknowledge and agree that all Reward Shares credited to you under this Agreement for Referrals are subject to the terms and conditions of the Program Agreement relating to Reward Shares. To the limited extent the express terms and conditions of this Agreement and those of the Program Agreement directly conflict, this Agreement shall govern.
8. Dispute Resolution, including Pre-Dispute Arbitration Clause
The mandatory arbitration provisions in the Dispute Resolution section of the Program Agreement, which you, as a Referring Client, have already entered into, shall apply to this Agreement to the same extent as they apply to the Program Agreement.
hyve may modify this Agreement from time to time which will be indicated by changing the date at the top of this page. hyve will indicate that changes have been made by updating the “Effective Date” located above at the beginning of this Agreement. If hyve makes any material changes, hyve will notify you by email at the email you have provided to hyve for your hyve Portfolio Account(s), or as otherwise required by law. Notwithstanding anything herein, hyve does not have to provide you with prior notice of any amendments to the Hyve Referral and Rewards Program that are beneficial to you. Your continued access to or use of the Hyve Referral and Rewards Program after hyve makes any changes to this Agreement will be subject to the revised Agreement, and you will be deemed to be aware of and bound by your continued access to or participation in the Hyve Referral and Rewards Program. If you do not accept any such revisions or changes, your sole and exclusive remedy is to cease participation in the Hyve Referral and Rewards Program. The Hyve Referral and Rewards Program may be canceled at any time without notice to you.
You may terminate this Agreement at any time by notifying hyve in writing at email@example.com that you no longer desire to make Referrals or to receive Reward Shares for Referrals. Upon termination you will no longer be a Referring Client and will be ineligible for participation in the program, including earning referral rewards. hyve may terminate this Agreement at any time by notifying you at the email you have provided to hyve for your hyve Portfolio Account(s).
The provisions in the Miscellaneous section of the Program Agreement, which you, as a Referring Client, have already entered into, shall apply to this Agreement to the same extent as they apply to the Program Agreement.
By participating in the Hyve Referral and Rewards Program, you undertake to perform your duties under this Agreement in a manner consistent with this Agreement, any and all of hyve instructions to you and the provisions of the Act and the Rules. You agree to seek guidance promptly from hyve if you are in doubt about what the Act or the Rules allow or do not allow you to say or do in connection with Referrals.