Version Date: 2/1/24

These terms of use (The “Terms”) define the relationship between Hyve Inc. and its subsidiaries, including Hyve Invest, Inc. (“Hyve,” the “Company,” “we,” or “us”) and you, the person accessing the Hyve website located at letshyve.com (the “Site”) and/or downloading our mobile application (the “Application”) and/or registering for our services (“You” or “Your”). The Terms and Hyve, Inc. Online Privacy Notice (the “Privacy Policy”) govern Your use of the financial services made available to you by Hyve directly and by connecting you to other service providers (collectively, the “Services”).

YOU MAY USE THE SERVICES ONLY IF YOU CAN FORM A BINDING CONTRACT WITH US AND ARE NOT A PERSON BARRED FROM RECEIVING SERVICES UNDER THE LAWS OF THE UNITED STATES OR OTHER APPLICABLE JURISDICTION. IF YOU ARE ACCEPTING THESE TERMS OF USE ON BEHALF OF A COMPANY, ORGANIZATION, GOVERNMENT, OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO DO SO. IF YOU CANNOT CONFIRM THE FOREGOING, THEN YOU MUST NOT ACCEPT THESE TERMS OF USE AND MAY NOT USE THE SITE, THE APPLICATION OR SERVICES. YOU MAY USE THE SERVICES ONLY IN COMPLIANCE WITH THESE TERMS OF USE AND ALL APPLICABLE LAWS AND REGULATIONS.

As used in these Terms, “Banking Services” means the portion of the Services where you can utilize your Hyve Account to access a third-party bank partner to hold a cash account. The “Investment Services” means the portion of the Services that utilizes your Hyve Account to facilitate investment options offered in the App.

1. AGREEMENT TO USE HYVE SERVICES. 

1. Hyve is willing to provide the Services to You only upon the condition that you accept all the terms and conditions contained in these Terms. By clicking on continue on the registration page or by accessing, installing, or using the Services, you agree to be bound by the Terms and to the collection and use of your information as set forth in our Privacy Policy, available at this link . If you do not agree with all of these Terms, then you must not accept them and you are not permitted to use the Services. You are responsible for all Reversal Liability, claims, fees, fines, penalties, and other liabilities incurred by Hyve, partners or third parties, and affiliates arising from your breach of these Terms or your use of our Services.

Hyve Invest, Inc. is an Registered Investment Adviser by U.S. Securities and Exchange Commission (“SEC”). Registration does not imply a certain level of skill or training. The Hyve Invest, Inc. Form ADV Part 2 may be found at https://adviserinfo.sec.gov/.

1. We reserve the right to make modifications to these Terms at any time and for any reason. In the event that a change to our Terms of Service will result in an increase of fees, an increase of liability to our users, fewer types of electronic funds transfers or stricter limitations not the frequency or dollar amount of transfers, you will be notified via email 30 days before the effective date. It’s important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms, you are agreeing to be bound by the updated Terms. If you don’t agree to be bound by the updated Terms, then you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice. When revised or new disclosures are available on the Site, we will send a message to your email, or otherwise notify you of their availability. However, you understand that Hyve reserves the right to post disclosures and communications on the Site without providing notice to you. So, you agree to check the Site regularly, as you may have no other means of knowing of current disclosures and communications.

1. USE OF THIRD PARTIES. The Services are provided by Hyve, by affiliated entities, or by independent service providers. By accepting these Terms of Use You agree and accept the Terms, Policies, contracts and other documents of these affiliates or third parties, made on the Site and as you opt in for such Services. All third-party service providers are referenced collectively as “Third-Party Service Providers.” By agreeing to these Terms, you also agree to the terms, contracts, and policies of our Third-Party Service Providers as identified throughout the Services.

1. Hyve has contracted with certain service providers in order to provide services to you. Certain services are offered through Synapse Financial Technologies, Inc. and its affiliates Synapse Brokerage LLC and Synapse Credit LLC (collectively, “Synapse”) and certain third-party financial service providers (each of the foregoing being a “Partner Financial Institution”). Synapse is not a bank and is not affiliated with hyve. Brokerage accounts and cash management programs are provided through Synapse Brokerage LLC (“Synapse Brokerage”), an SEC-registered broker-dealer and member of FINRA and SIPC. Additional information about Synapse Brokerage can be found on FINRA's BrokerCheck.
   
   By participating in a Synapse cash management program, you acknowledge receipt of and accept the Synapse Terms of Service and Privacy Policy, and the applicable disclosures and agreements available in Synapse’s Disclosure Library. The Partner Financial Institution(s) participating in a Synapse cash management program can be found in the List of Program Banks.
   
   By creating an account with hyve and initiating financial transactions, you agree to the Synapse Terms of Service and Privacy Policy. You also agree to the terms of service and privacy policy of Synapse’s Partner Financial Institution corresponding to the financial service and product(s) you select (collectively, “Synapse Terms”), each of which can be found here and which are incorporated herein by reference. By creating an account with us, you acknowledge that Synapse may share your information as necessary with their affiliates, Partner Financial Institutions and other service providers in connection with providing their respective services. It is your responsibility to make sure that the information you provide to hyve is accurate and complete. Additionally, you are responsible for complying with Synapse Terms when using your account. It is your responsibility to read and understand Synapse Terms as it contains terms and conditions relating to your account including but not limited to your rights, limitations, reversal and other liabilities, limitation of liability and binding arbitration provisions. All financial transactions are performed by Synapse’s Partner Financial Institutions, a list of which can be found at synapsefi.com/legal. Hyve will provide you with all access to all transaction notifications and account balances in addition to providing customer support relating to your account. You should refer to your account agreement for more important information.
2. The Investment Services are provided by Hyve in partnership with Alpaca Securities LLC (“Alpaca”), a registered broker dealer, member of Financial Industry Regulatory Authority (“FINRA”) and Securities Investor Protection Corporation (“SIPC”). Depending on the Services requested, funds in your Hyve Investment Account or Hyve Savings Account are either held in entities by the Federal Deposit Insurance Corporation (“FDIC”) or by the SIPC-insured for your benefit. Funds used for the Investment Services are held in an SIPC insured account in your name established pursuant to a separate account agreement with Alpaca. Hyve’s provision of investment advice under the Investment Services is governed solely by the Alpaca Customer Agreement, which is a separate agreement from these Terms. You can find the Alpaca Customer Agreement and other applicable legal documents at https://files.alpaca.markets/disclosures/library/AcctAppMarginAndCustAgmt.pdf.
3. THIRD PARTY OFFERS. With respect to offers from our partners, we do not guarantee that you will be presented with offers for any particular types of products or services or that you will meet the approval criteria for any particular offer. It is always your choice whether to apply for a product or service offered by our partners and we will never submit an application for a product or service to a partner on your behalf without your consent.

1. WHO MAY USE THE SERVICES?

1. ELIGIBILITY.  To use Hyve’s Services, you agree that you:

1. Are at least 18 years or older.
2. Must be permitted to use our Services and not prohibited by any governmental agency from utilizing financial tools. 
3. Can form a binding contract with Hyve in your jurisdiction.
4. Agree to use the Services in compliance with these Terms and all applicable local, state, and national laws, rules and regulations.
5. Have not been previously removed from the Services by Hyve. 

1. REGISTRATION.  If you want to use certain features of the Services, including the Banking Services and Investment Services, and personalized offers for products and services from our partners, you will have to create a Hyve Account. You can do this via the Application.  To access our Services, You will be required to apply for an Account with each of our providers according to the service(s) selected: the deposit account ("Deposit Account") and debit cards (“Cards”) provided by one of our financial institution providers ("Banking Provider"), or any other service that we may establish and maintain from time to time on our sole discretion. In the application, You will need to provide personal information (“Personal Information”). We provide your Personal Information to our Banking Providers and other third-party service providers to determine your eligibility for the Services and enable your access to them. You agree to provide us only with accurate information and to keep such information accurate and up to date at all times. You may not select as your Hyve user ID a name that you do not have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your Hyve Account to anyone else without our prior written permission. You will only use the Services for your own internal, personal, non-commercial use. We may deny your application, suspend provision of the Services to You, or close your Hyve Account if any information is out of date, incomplete, or inaccurate. Your application might also be denied at our discretion or at the Banking Provider’s discretion, in which case, neither the Banking Provider nor we will have to justify the denial.

By using the Services you agree to create and use only one Hyve account. Attempting to, or registering, more than one Hyve Account is strictly prohibited. If we approve your registration, you will be authorized to use the Services, subject to these Terms. We have sole direction to determine if you are eligible to use our Services.

When you register for the Services and from time to time thereafter, we may require you to provide and/or confirm information and documentation that will allow us to identify you.

3. VERIFICATION. For our compliance purposes, and in order to provide the Services to you, you hereby authorize us to obtain, verify, and record information and documentation that helps us verify the information related to the banking account held by your bank, identity and risk profile (“Particular Bank Account Information” or “Particular Bank Account”). We will never ask you for your login credentials by phone or through email.

As part of this authorization, we may at registration and from time to time as part of our ongoing compliance requirements, import certain information from financial institutions and other third-party providers to verify your Particular Bank Account information. In some cases, we will directly access this information. We may also integrate third party service providers to facilitate this Service solely for the purpose of importing and verifying your information. To the extent needed to provide you relevant services and access to financial products, you further authorize us and/or any entity directed by Hyve, affiliates and independent service providers to obtain a credit and background investigation report about you. Furthermore, hyve may conduct a soft credit pull that will not affect your credit score. You understand that a “consumer credit report” includes any information regarding your credit worthiness, credit standing and credit capacity. You further understand and agree that a credit report and/or a background investigation report may be obtained at any time, and any number of times, Hyve, affiliates and independent service providers in its sole discretion, determine is necessary before, during or after your involvement with Hyve.

4. ACCOUNT. When creating your Hyve Account, you must provide accurate and complete information, including payment related information, and your online credentials for your Hyve Savings Account (“User Information”). You are solely responsible for the activity that occurs on your Hyve Account, and you must keep your Hyve Account login credentials. You must notify Hyve immediately of any breach of security or unauthorized use of your Hyve Account. We are not liable for any losses caused by any unauthorized use of your Hyve Account.

You agree to promptly notify us of changes to your Account information. You are the only person authorized to use your Hyve Account and password and for maintaining the confidentiality of your Hyve Account and password. You shall not permit or allow other persons to have access to or use your Hyve Account and password. You are responsible for the use of the Services under your Hyve Account. You are responsible for protecting the information on your computer and any mobile devices such as by installing anti-virus software, updating your software, password protecting your files, and not permitting third party physical or electronic access to your computer. 

4. CUSTOMER INFORMATION AND PRIVACY. You understand that by using the Services you agree to the collection, use and disclosure of your personal information and aggregate information as set forth in our Privacy Policy.
5. SERVICES. By opening a Hyve Account, you may have access to the following Services:

1. BANKING SERVICES.

1. General. We offer you access to a Cash Management account in the US. You understand that by opening a Hyve Account through the Services you authorize Synapse to accept all instructions provided to Synapse by Hyve. The relationship between You and Synapse is that of debtor and creditor, and Synapse owes no fiduciary duty to You.
2. Your Funds and the Account. Your funds will remain in your Hyve Account until you instruct us to transfer any or all of your funds from your Hyve Account by indicating a withdrawal within the Mobile Application. The use of the Hyve Account is unique and exclusive for personal purposes, and use for commercial purposes is not allowed. We will generally transfer the requested funds from your Hyve Account to your Particular Banking Account within six (6) Business Days of when we receive your request. We may transfer funds from your Hyve Account to your Particular Banking Account without notice to you upon the closure of your Hyve Account and at any time if required by applicable law or if we, in our sole discretion, suspect the Services are being used for illicit purposes or otherwise in violation of these Terms.
3. Account Use Prohibitions. You are solely responsible for determining whether the funds debited from your Particular Bank Account and the funds maintained in your Hyve Account are acceptable to you, provided that the use of the Hyve Account is for personal and not commercial purposes. We are not responsible for any third-party fees that may be incurred as a result of using the Services, including, but not limited to, third-party fees incurred as a result of maintaining insufficient funds in your Particular Bank Account.
4. Synapse Account. You may obtain information about the balance of funds in your Account. You have the right to receive an account statement showing your account activity. The Deposit Account Agreement governs the deposit account made available to you by Synapse. The cash balance maintained in a Synapse Brokerage LLC Cash Management Program is held at one or more Program Banks. The deposit at Program Banks is not covered by Securities Investor Protection Corporation (SIPC). The deposit is eligible for FDIC insurance subject to FDIC insurance coverage limits. All assets of the account holder at the depository institution will generally be counted toward the aggregate limit. For more information about FDIC insurance coverage, please visit the FDIC website at www.FDIC.gov or call 877-ASK-FDIC. As referenced in the Synapse Brokerage LLC Customer Agreement, customers are responsible for monitoring their total assets at the Program Bank to determine the extent of available FDIC insurance. All FDIC insurance coverage is in accordance with FDIC rules. See your applicable account agreements and the Synapse Terms of Service for further details. The Program Bank(s) participating in a Synapse cash management program can be found in the List of Program Banks. Synapse Brokerage LLC is an SEC-registered broker-dealer and member of FINRA and SIPC. Additional information about Synapse Brokerage can be found on FINRA’s BrokerCheck.”
5. Banking Services Account Earnings. YOU AGREE THAT YOU WILL ONLY RETAIN A PORTION OF THE INTEREST OR OTHER EARNINGS ON THE FUNDS IN YOUR BANKING SERVICES. You irrevocably transfer and assign to Hyve any and all rights that you may have to one half (50%) of any interest that may accrue on funds held in your Banking Services. This assignment shall be considered a fee for the Services and applies only to interest earned on the funds held in your Hyve Account, and nothing in these Terms grants Hyve any rights to the principal of the funds held in your Banking Services.
6. Account Closure, Freeze or Suspension. Upon the closure of your Hyve Account for any reason, we will transfer the funds in your Hyve Account, if any, to an account of your choosing or, at our discretion, we may send you a check for the amount of the funds to you at your street address in our records. You agree that if we suspect that any irregular, unauthorized, or unlawful activity may be occurring in connection with your Hyve Account, we may “freeze” or close your Account.
7. E-SIGN. You agree with all documents and information regarding electronic submission and that the adaptation process takes place via the Hyve Site and/or the Application. All communications are carried out electronically and with your consent pursuant to the Hyve Consent to Electronic Communications accepted by you at the outset of the Services. The Hyve Services ensure that You will receive all documents, contracts, terms, account statements, account disclosures and policies electronically in accordance with applicable laws. You acknowledge and agree to the receipt electronically. You acknowledge and agree that Hyve maintains records of your consent to the documents made available, accurately, and that are made available to You for the period required by applicable law.

1. INVESTMENT SERVICES. You may only use the Services for your own personal, non-commercial use and not on behalf of or for the benefit of any third party.

1. You can determine which Services are best suited for your needs. For instance, you can establish an investment strategy using our Investment Services service. Based on the information we have about you, we will provide recommendations for a financial strategy that is intended to fit your financial and risk profile. You will be the one deciding how much you wish to set aside.
2. Past performance is not a guarantee of future success, and, in fact, volatility means that returns in any period may be far above or below those of a previous period. Some customers may have investment results that materially differ from those we might indicate by our investment tools and projections. Investments at Hyve may lose value. Hyve is unable to predict or forecast market fluctuations or other uncertainties that may affect the value of any investment. Model predictions are inherently limited in that they do not represent actual trading nor material economic or market factors that might have had an impact on Hyves’s advice. Portfolio performance projections are based on Hyve’s current recommended portfolios, and, for periods that pre-date the issuance of funds in our current recommended portfolios, broad market indexes. Portfolio performance projected account for the reinvestment of dividends as well as investment fund fees, but they do not take into account management fees earned by Hyve. While the features within the Investment Services are designed to provide helpful investing guidance, as an individual, you must carefully consider the appropriateness of the proposed portfolios in light of your own personal financial circumstances, including cash flow needs, tax circumstances, or other complex or subjective concerns. Hyve does not offer to give legal or tax advice. For specific legal or tax matters, you should consult with your own legal and/or tax advisors. You are urged to use all available resources to educate yourself about investing in general, as well as the investments and overall composition of your portfolio and Investment Services. Additionally, market conditions and your personal financial circumstances may change - perhaps suddenly or maybe gradually over time. Monitoring and adjusting your Investment Services to suit changing circumstances is your responsibility, and it is recommended that you reassess any investing program on a regular basis to ensure that it remains consistent with your current financial resources and investment objectives.
3. Hyve is a financial adviser only in regard to the product provided and Services used by you pursuant to these Terms. For other benefits and plans, Hyve is not providing financial advice in the Services. Your financial situation is unique. We do not make any representations, warranties, or guarantees of any kind that the Services are appropriate for you. Before using the Services, you should consider obtaining additional information and advice from a financial adviser.

4. PROHIBITED USE.  Hyve may in its sole and absolute discretion refuse to process any transaction or service using its services or the services of its third-party service providers that Hyve suspects would violate, or assist in violation of, any law, statute, ordinance, or regulation, sanctions programs administered in the countries where Hyve conducts business, including the U.S. Department of Treasury's Office of Foreign Assets Control (“OFAC”), or which would involve proceeds of any unlawful activity.
5. MOBILE APPLICATION. You acknowledge and agree that the availability of our Application is dependent on the third-party stores from which you download the application, e.g., the App Store from Apple or the Android app market from Google (each an “App Store”). Each App Store may have its own terms and conditions to which you must agree before downloading mobile applications from such store, including the specific terms relating to Apple App Store set forth below. You agree to comply with, and your license to use our application is conditioned upon your compliance with, such App Store terms and conditions. To the extent such other terms and conditions from such App Store are less restrictive than, or otherwise conflict with, the terms and conditions of these Terms of Use, the more restrictive or conflicting terms and conditions in these Terms of Use apply.
   
   These Terms apply to your use of all of the Services, including our iOS applications (e.g., the Application) available via Apple, Inc. (“Apple”) App Store, but the following additional terms also apply to the Application:

1. Both you and Hyve acknowledge that the Terms are concluded between you and Hyve only, and not with Apple, and that Apple is not responsible for the Application or the Content;
2. The Application is licensed to you on a limited, non-exclusive, non-transferable, non-sublicensable basis, solely to be used in connection with the Services for your private, personal, non-commercial use, subject to all the terms and conditions of these Terms as they are applicable to the Services;
3. You will only use the Application in connection with an Apple device that you own or control;
4. You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application;
5. In the event of any failure of the Application to conform to any applicable warranty, including those implied by law, you may notify Apple of such failure; upon notification, Apple’s sole warranty obligation to you will be to refund to you the purchase price, if any, of the Application;
6. You acknowledge and agree that Hyve, and not Apple, is responsible for addressing any claims you or any third party may have in relation to the Application;
7. You acknowledge and agree that, in the event of any third-party claim that the Application or your possession and use of the Application infringes that third party’s intellectual property rights, Hyve, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;
8. You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties;
9. Both you and Hyve acknowledge and agree that, in your use of the Application, you will comply with any applicable third-party terms of agreement which may affect or be affected by such use; and
10. Both you and Hyve acknowledge and agree that Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.

4. HYVE’S INTELLECTUAL PROPERTY RIGHTS.

1. GENERALLY.  The contents of the Services, including, without limitation, the Site, the Application, and their respective “look and feel” (e.g., text, graphics, images, logos and button icons), photographs, editorial content, notices, software (including, without limitation, html-based computer programs), trademarks, trade names and/or service marks, and all materials incorporated herein (collectively, the “Materials”) are protected under both United States and other applicable copyright, trademark and intellectual property laws. The Materials belong or are licensed to Hyve or its software or content suppliers. Hyve grants you the right to view and use the Materials subject to these Terms. You may download or print a copy of information provided in the Services for your personal, internal and non-commercial use only. Any distribution, reprint or electronic reproduction of any the Materials in whole or in part for any other purpose is expressly prohibited without our prior written consent.
2. FEEDBACK.  If You choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Services ("Feedback"), then You hereby grant Hyve an unrestricted, perpetual, irrevocable, non-exclusive, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Services and create other products and services. Thus, by submitting any Feedback, You agree that your disclosure is gratuitous, unsolicited and without restriction, will not place Hyve under any fiduciary or other obligation, and that we are free to use your Feedback without any additional compensation to You, or to disclose your Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Hyve does not waive any rights to use similar or related ideas previously known to Hyve, developed by its employees, or obtained from sources other than You.

4. USER’S DECLARATIONS. By using the Services, you acknowledge, agree, and declare that:

1. You are legally able to accept these Terms of Use as per the applicable civil law;
2. You are aware that You cannot use our Services to disseminate or otherwise produce any content deemed illicit whatsoever or that might violate third parties’ rights;
3. You recognize that You must not insert into the Services, by any means and tools, materials capable of incorporating viruses or other elements that may prevent the normal functioning of the Services, of Hyve's computer equipment, of Third Party Service Providers or any other third parties, as well as capable of damaging electronic documents and files stored on such equipment; 
4. You are aware that You should not share your access credentials with third parties, being solely responsible for any operations carried out through your Account; and
5. By accepting these Terms of Use, You acknowledge that, in any event, they are solely responsible for the use of the Services, exempting Hyve from any liability for damages resulting from the improper use of the Services.

4. LIMITATIONS ON USE.  By using the Services, you acknowledge and agree that your use of Hyve’s Services (including, without limitation, the Site and the Application) are based in the United States for use by individuals based in the United States, and may not be used by others or used outside of the U.S. We may change, suspend, or discontinue all or any part of the Services, or deny you access to all or any part of the Services, without notice and without reason. 

1. LINKS TO OR CONNECTIONS WITH THIRD PARTY SITES OR APPLICATIONS. Our Services or communications to you may contain third party content or links to third party sites, applications or services (collectively, “Third Party Content”). Our Services may also include features that allow you to connect your hyve account with or otherwise access accounts or services provided by third parties, such as accounts you maintain with financial institutions or social media platforms like Twitter (collectively, “Third Party Services”). When you direct hyve to retrieve your account information from third parties, you authorize and permit us to use and store that information and other information you submit through the Third Party Services (such as usernames and passwords), for purposes of providing the Third Party Services to you. You grant hyve a limited power of attorney to access those accounts and retrieve your account information, without additional notice to you. hyve will be acting as your agent and will not be acting on behalf of the third party. We do not control, maintain, or endorse the Third Party Content or Third Party Services, and we are not responsible or liable for any Third Party Content or Third Party Services, including any damages, losses, failures, or problems caused by, related to, or arising from Third Party Content or Third Party Services. Your interactions and business dealings with the providers of the Third Party Content or Third Party Services, including products or services offered by such third parties, are solely between you and the third party. You should review all of the relevant terms and conditions associated with Third Party Content or Third Party Services, including any privacy policies and terms of service. We are not responsible for any information that you agree to share with third parties in connection with Third Party Content or Third Party Services.

2. GENERATIVE AI. Our Services use automated features powered by artificial intelligence, like chatbots, digital assistants, conversational experiences, or similar technologies (“Assistants”). While Assistants are designed to provide helpful information and improve your experience, artificial intelligence and related technologies are evolving and may have limitations. Our Assistants may generate outputs that are inaccurate or inappropriate for your situation, so you should not rely solely on their answers. You should always verify the accuracy of such information and ensure it is appropriate for your circumstances.

11. IMPROPER CONDUCT. You understand and agree that you will not:

1. access the Services for any reason other than your personal, non-commercial use solely as permitted by the normal functionality of the Services;

2. use the Services for any unlawful purpose, impersonate any person or entity, or misrepresent your affiliation with a person or entity;

3. provide false or inaccurate information when registering an account;

4. publish or link to malicious content of any sort, including that intended to damage or disrupt another user's browser or computer;

5. decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Services;

6. obscure, block, or interfere with any advertisements or safety features on the Services;

7. circumvent, remove, alter, degrade, or thwart any protections in the Services, or use the Services to collect any market research;

8. use automated means, including spiders, robots, crawlers, or data mining tools, to download or scrape data from the Services, directly or indirectly, except for Internet search engines (e.g., Google) and non-commercial public archives (e.g., archive.org) that comply with our robots.txt file;

9. make any automated use of the Site, the Services or the related systems, or take any action that we deem to impose or to potentially impose an unreasonable or disproportionately large load on our technical infrastructure;

10. post or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interfere with the proper working of the Hyve Services;

11. interfere with the proper operation of the Services through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Services through hacking, password or data mining, or any other means;

12. post or upload images, content or initiate communications which are unlawful, libelous, abusive, obscene, discriminatory, or otherwise objectionable;

13. violate any laws or for any illegal purpose or illegal transfer of funds, including, without limitation, for acts in violation of any laws governing theft, wire fraud, money laundering, conversion and any other law or regulation;

14. falsely state, impersonate, or otherwise misrepresent your identity, including but not limited to the use of a pseudonym, or misrepresenting your current or previous positions and qualifications, or your affiliations with a person or entity, past or present;

15. upload, post, email, transmit or otherwise make available any content, or initiate communications which include information, that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships (such as insider information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

16. upload, post, email, transmit or otherwise make available any content, or initiate communication that infringes upon patents, trademarks, trade secrets, copyrights or other proprietary rights;

17. upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation. This prohibition includes but is not limited to: (a) using the Hyve Services to send messages to people who don’t know you or who are unlikely to recognize you as a known contact; (b) using the Hyve the Hyve Services to connect to people who don’t know you and then sending unsolicited promotional messages to those direct connections without their permission; and (c) sending messages to distribution lists, newsgroup aliases, or group aliases;

18. upload, post, email, transmit or otherwise make available 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;

19. stalk or harass anyone; or

20. post content in fields that are not intended for that content. Example: Putting an address in a name or title field.

11. SITE DATA AND PRIVACY. You understand that by using the Services You agree to the collection, use and disclosure of Personal Information and aggregate data we collect from your use of the Services ("Site Data") as set forth in our Privacy Policy and to have Personal Information and Site Data collected, used, transferred to and processed in the United States. You grant us a non-exclusive, worldwide, royalty-free, fully paid, sublicensable and transferable license to use, modify, distribute, copy, and create derivative works from Site Data for the purposes identified in these Terms. Hyve uses commercially reasonable physical, managerial, and technical safeguards to preserve the integrity and security of your Personal Information and implement your privacy settings. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use Personal Information for improper purposes. Your use of the Banking Services and Investment Services are subject to the privacy policies of our Providers.
12. THIRD-PARTY LINKS AND INFORMATION. The Services may contain links to websites owned by third parties. Such links are provided solely as resources and as a convenience to our users. These links, and any associated content, are not intended to be an endorsement, recommendation, or referral for any website or third party, and we are not responsible nor do we make representation for any content, information, security practices, or privacy policies for these websites and/or third parties. If you, as a user of the Services, decide to access any third-party website using links from the Services, you do so at your own risk. You are expected to independently assess whether information and resources from any website, including ours, will meet your needs.

If you are directed to the Services from a non-affiliated third-party, you acknowledge that Hyve does not make any representations or warranties regarding any non-affiliated third-party, the content of their site, or any acknowledgements you make by using a non-affiliated third party’s site.

14. TERM, TERMINATION, AND MODIFICATION OF SERVICES.

1. TERMINATION AND MODIFICATION BY HYVE. We may terminate these Terms, or suspend your Account, by providing You notice at our sole discretion. 

We are always trying to improve our Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We reserve the right to remove any content from the Services at any time, for any reason, in our sole discretion and without notice.

2. TERMINATION BY YOU. You may terminate these Terms by paying all amounts You owe and providing notice to us; except that You will still be responsible for any charges, fees, fines, and other losses caused by your action or inaction prior to terminating these Terms. Please refer to our Privacy Policy, as well as these Terms, to understand how we treat information you provide to us after you have stopped using our Services. If you have deleted your account by mistake, contact us immediately via email (support@letshyve.com) or phone call (+1 (877) 566-6420).

14. GENERAL TERMS.

2. ASSIGNMENT. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned by Hyve without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
3. NOTIFICATIONS AND CHANGES TO THE TERMS. We may provide You notices under these Terms electronically through your account, e-mail, and via text or SMS to the phone numbers provided to us by You. If You sign up to receive certain Hyve notifications or information via text or SMS, You may incur additional charges from your wireless provider for these notices. You agree that You are solely responsible for any such charges. Notices affecting the terms of these Terms will be sent to You and are considered received the moment they are sent. Notices may include alerts about the Services, your Hyve Account, and your Deposit Account and may provide You the ability to respond with information about Deposit Account transactions or your Hyve Account. You may disable notification preferences to limit the use of certain Service features or to decrease financial risks to the Company. You are required to maintain a regularly updated web browser, and computer and mobile device operating systems to receive notices correctly. You will be responsible for all costs imposed by internet or mobile service providers for sending or receiving notices electronically. Contact us immediately via email (support@letshyve.com) or phone call (+1 (877) 566-6420) if You are having trouble receiving notices from us.
4. ENTIRE AGREEMENT / SEVERABILITY. These Terms, together with any amendments and any additional agreements You may enter into with Hyve in connection with the Services, shall constitute the entire agreement between You and Hyve concerning your Hyve Account and the Services. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.
5. NO WAIVER. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Hyve's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
6. LEGAL AND REGULATORY RESPONSES. We may respond to and comply with any subpoenas, warrants, liens, or any other legal order we receive related to your use of the Services. We are not responsible to You for any losses You incur due to our response to such legal order. We may hold funds, provide information as required by the issuer of the legal order, or take any other actions we believe are required of us under legal orders. Where permitted, we will provide You with reasonable notice that we have received such an order.
7. THIRD-PARTY BENEFICIARIES. You and Hyve agree that there are no third-party beneficiaries intended under these Terms.
8. FORCE MAJEURE. If the performance of any part of these Terms by either party is prevented, hindered, delayed, or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, epidemic, act of God or any other causes beyond the control of either party, that party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes.
9. CONFLICTS OF INTEREST. Hyve or affiliated entities may derive direct or indirect economic benefits from services or products made available via Hyve’s Services. Such a situation could potentially constitute a conflict of interest with an impact on the objectivity of the recommendation of the entity providing investment advice.

14. GOVERNING LAW; FORUM FOR DISPUTES. These Terms, and your relationship with Hyve under these Terms, shall be governed by the laws of the State of Delaware without regard to conflicts of law principles. Any dispute with Hyve, or its officers, directors, employees, agents or affiliates, arising under or in relation to these Terms shall be resolved exclusively through arbitration as set forth in the Section below, except with respect to imminent harm requiring temporary or preliminary injunctive relief in which case Hyve may seek such relief in any court with jurisdiction over the parties. You understand that, in return for agreement to this provision, Hyve is able to offer the Services on the terms designated. Your assent to this provision is an indispensable consideration to these Terms.
15. AGREEMENT TO ARBITRATE. Please read carefully.  This Arbitration Agreement is part of the Terms of Use.

BINDING ARBITRATION CLAUSE AND JURY TRIAL WAIVER

INDIVIDUAL ARBITRATION AGREEMENT AND CLASS ACTION WAIVER

Unless prohibited by federal law, you and Hyve agree to arbitrate all Claims through BINDING INDIVIDUAL ARBITRATION, as explained below.  The term "Claim" means any action, dispute, claim, or controversy of any kind arising out of, in connection with or in any way related to the Terms of Use or the Services, including without limitation any aspect whatsoever of the past, present, or future relationship or conduct of the Parties.  The term "Claim" includes, without limitation: claims under federal or state consumer protection laws; claims in tort or contract; claims under statutes or common law; claims at law or in equity; or other past, present, or future claims, counterclaims, cross-claims, third party claims, interpleaders or otherwise.

Notwithstanding the foregoing, however, the Parties agree that any claim relating to the applicability of this arbitration agreement or arbitrability of any Claim shall be decided by a court of competent jurisdiction rather than the arbitrator, including but not limited to any claim that all or any part of this arbitration agreement is void, voidable, or unconscionable.

Background and Scope.

What is binding arbitration?

An alternative to court.

In binding arbitration, a neutral third party (an “Arbitrator”) resolves Claims in a hearing.  In any arbitration, neither you nor Hyve will be able to have a court or jury trial or participate in a class action or class arbitration. 

Is it different from court and jury trials?

Yes.

The hearing is private and less formal than court.  Other rights that either Party would have in court will not be available or will be more limited in arbitration, including the right to appeal.  The arbitrator’s decision shall be final and binding. 

Who does the Arbitration Agreement cover?

Me, Hyve, and Others.

This Arbitration Agreement covers all parties involved in any Claims, such as heirs, successors, assigns, employees, agents, vendors, and other third parties. 

What types of disputes are covered?

All Claims.

Hyve and you agree to arbitrate any and all Claims.  The Parties each may exercise any lawful rights to seek provisional remedies or self-help, without waiving the right to arbitrate by doing so. 

Are you waiving rights?

Yes.

You waive your rights to:

1. Have a jury resolve Claims.

2. Have a court resolve Claims.

3. Serve as a private attorney general or in a representative capacity.

4. Be in a class action.

Are you waiving class action rights?

Yes.

Hyve and you each understand and agree that by requiring each other to resolve all disputes through individual arbitration, WE ARE EACH WAIVING THE RIGHT TO A COURT OR JURY TRIAL.  ALL DISPUTES SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS, AND NOT AS A CLASS ACTION, REPRESENTATIVE ACTION, CLASS ARBITRATION OR ANY SIMILAR PROCEEDING.  The arbitrator(s) may not consolidate the claims of multiple parties unless all parties, including Hyve, agree in writing.

Only a court, and not an arbitrator, shall determine the validity, scope, and effect of this Arbitration Agreement.

What law applies?

The Federal Arbitration Act.

This Arbitration Agreement involves interstate commerce.  It shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16 (“FAA”).  The Arbitrator may decide all issues relating to the merits of Claims, including among other things whether the governing law provisions in the Terms of Use are enforceable.

What is the first step in trying to resolve Claims?

Please write to Hyve.

Hyve wants to address your concerns without needing a formal legal case.  Before either Party is allowed to file a Claim, we each agree to try to resolve the dispute informally.  you may do this by emailing or writing to Hyve.  you understand that you need to describe the details of your Claim and how you would like Hyve to resolve it.  Hyve will try to resolve the dispute informally.  If a dispute is not resolved within fifteen (15) days of receipt of written notice, either you or Hyve may start arbitration.  To start arbitration, either Party may contact one of the arbitration groups listed below.  Settlement offers are confidential.  Neither you nor Hyve are allowed to disclose settlement offers to the arbitrator during arbitration.

How should you contact Hyve?

By mail or telephone.

Send mail to Hyve at support@letshyve.com.  Call Hyve at 1-877–566-6420.

Will this Arbitration Agreement continue to govern?

Yes, unless the class action waiver and class arbitration provision is deemed to be invalid or not enforceable.

This Arbitration Agreement will survive the termination of the Terms of Use.  It will survive your fulfillment or default of your obligations.  It will survive either Party’s bankruptcy or insolvency to the extent permitted by applicable law.  Notwithstanding anything else in the Terms of Use, if the class action waiver or class arbitration waiver is found to be invalid or unenforceable, then this entire Arbitration Agreement shall be void.  If any other portion of this Arbitration Agreement is found invalid or unenforceable, it shall not invalidate the rest of this Arbitration Agreement. 

Process.

How does arbitration start?

Mailing a notice.

After trying to resolve Claims informally, either Party may mail the other a request to arbitrate.  The notice should describe the Claims and relief sought.  The receiving Party must mail a response within thirty (30) days.  If you mail the request to arbitrate, you may choose between the arbitration providers listed below.  If related third parties or Hyve mails the request to arbitrate, you must respond in thirty (30) days.  My response must choose between the arbitration providers listed below.  If it does not, Hyve may choose the arbitration provider.

Who arbitrates?

AAA, JAMS, or an arbitrator we both agree to.

Arbitrations shall be administered by the American Arbitration Association (“AAA”) or JAMS pursuant to the applicable AAA or JAMS consumer rules in effect when the arbitration is initiated.  You may obtain information about arbitration and fees from AAA by calling 800-778-7879 or visiting www.adr.org or from JAMS by calling 800-352-5267 or visiting www.jamsadr.com.  If AAA and JAMS are unable or unwilling to arbitrate a dispute, then the dispute may be referred to any other arbitration organization or arbitrator the Parties agree upon in writing.  If the Parties cannot agree on another arbitration organization or arbitrator, then an arbitrator may be appointed by a court pursuant to Section 5 of the FAA.

Will the hearing be held nearby?

Yes.

For your convenience, the arbitration hearing will take place remotely via the applicable virtual hearing processes of the AAA or JAMS.  If for some reason a virtual hearing is unavailable through either AAA or JAMS, the arbitration hearing will be held in the state of New York.  

Will Hyve advance arbitration fees?

No.

The Party filing the arbitration is expected to cover the filing fee, and the Parties will split all other arbitration fees and costs (e.g., the hearing fee and the fees charged by the arbitrator).  Each Party will pay its own attorneys’ fees and expenses. 

Are damages and attorney fees possible?

Yes, if allowed.

The arbitrator may award the same damages as a court.  This includes statutory, punitive, or treble damages if allowed by state or federal law.  Arbitrators may award reasonable attorneys’ fees and expenses if allowed by state or federal law.  A Party may not recover its attorneys’ fees and costs in arbitration unless the arbitrator decides that the other Party’s Claim is frivolous and the arbitration rules allow it. 

Is injunctive relief possible?

Yes, but only between the Parties.

The arbitrator may award injunctive relief in favor of the individual Party seeking relief, but not in favor of others.  The arbitrator may not award class, representative, or public injunctive relief.

If a court decides that these limits on public injunctive relief are not enforceable, then after any and all appeals from that decision have been exhausted, the Claim for public injunctive relief must be severed from the arbitration.  The Claim for public injunctive relief may then be brought in court after arbitration of the remaining Claims is completed. 

Can an award be explained?

Yes.

Either Party may request that the arbitrator explain his or her decision in writing, if such a request is made within fourteen (14) days of the decision.  The Party requesting a written explanation is responsible for paying any additional fees required due to such request.

Can an award be enforced?

Yes.

Either Party may seek to confirm, vacate, modify, or correct an arbitration award, in accordance with Sections 9-11 of the FAA, in the United States District Court for the federal judicial district where you live.

Other Options.

If you don’t want to arbitrate, can you participate in the Services?

Yes.  you can get Hyve’s services and decide not to arbitrate.

Consider these choices:

1.      Informal Dispute Resolution.  Contact Hyve if an issue arises with respect to the Services and attempt to settle any Claims.

2.      Opt-Out of Arbitration.  Agree to the Terms of Use and then opt out of the Arbitration Agreement within sixty (60) days, as explained below.

3.      Court.  Seek to resolve Claims in court, within the limits of applicable law.

Can you opt-out of the Arbitration Agreement?

Yes.  Within 60 days.

YOU MAY REJECT THIS ARBITRATION AGREEMENT, BUT YOU MUST EXERCISE THIS RIGHT PROMPTLY.  If you do not wish to arbitrate Claims, you must notify Hyve in writing within sixty (60) days after you agree to the Terms of Use.  You must send your request to Hyve via email, at arbitration@letshyve.com.  The request must include your full name, address, account number, and the statement “I reject the Arbitration Agreement contained in the Terms of Use.”  If you reject arbitration, the other terms of this Terms of Use shall remain in full force and effect as if you had not rejected arbitration. 

18. BANKING DISCLOSURES.

1. ELECTRONIC FUND TRANSFER DISCLOSURE STATEMENT. The following disclosures are made in accordance with the federal law regarding electronic payments, deposits, transfers of funds and other electronic transfers to and from your Account(s). There may be limitations on Hyve Account activity that restrict your ability to make electronic fund transfers. Any such limits are disclosed in the appropriate agreements governing your Account.

1. DEFINITIONS: Electronic Fund Transfer: Any transfer of funds, other than a transaction originated by check, draft or similar paper instrument, that is initiated through an electronic device or computer to instruct us to debit or credit an account. Electronic Fund Transfers include such electronic transactions as direct deposits or withdrawals of funds, transfers initiated via telephone, website or mobile application. Preauthorized Electronic Fund Transfer: An Electronic Fund Transfer that You have authorized in advance to recur at substantially regular intervals; for example, direct deposits into or withdrawal of funds out of your Hyve Account.
2. YOUR LIABILITY: Authorized Transfers: You are liable for all Electronic Fund Transfers that You authorize, whether directly or indirectly. Unauthorized Transfers: Tell us at once if You believe your Account or PIN or Access Information (as defined below) is lost or stolen or has been or may be subject to unauthorized Electronic Fund Transfers. Notify us immediately by contacting us via email (support@letshyve.com) or phone call (+1 (877) 566-6420) to keep your possible losses to a minimum. You could lose all the money in your Account(s). If You tell us within two (2) business days after learning of the loss or theft of your Account access device, or after learning of any other unauthorized transfers from your Account involving your Account access device, You can lose no more than USD 50 if Electronic Fund Transfers are made without your permission. For these transactions, if You DO NOT tell us within two (2) business days after learning of the loss, theft, or unauthorized use, and we can establish that we could have prevented the unauthorized transfer(s) if You had told us in time, You could lose as much as USD 500. In addition, if your periodic Account statement shows unauthorized transfers and You DO NOT tell us within sixty (60) days after the statement was delivered to You, You may not get back any money You lose after the sixty (60) day period if we can prove that we could have prevented the unauthorized transfer(s) if You had told us in time. If an extenuating circumstance (such as extended travel or hospitalization) prevents You from promptly notifying us of a suspected lost or stolen access device or of any other suspected unauthorized transfer(s), the time periods specified in this section may be extended for a reasonable period.
3. CANCELLATION OF TRANSACTIONS. Hyve reserves the right to cancel or suspend transactions due to fraud or compliance related concerns, whether raised by Hyve, Synapse, a Partner Bank, or otherwise.  

1. BANKING SERVICES SOFTWARE PROVIDER. The Bank Services are provided through our banking software provider, Synapse. To report a complaint relating to the bank services, send an email to support@letshyve.com. 

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