STUDENT AGREEMENT TERMS & CONDITIONS
Last updated: February 21, 2024
By electronically signing the Student Agreement, you enter into a legally binding agreement. Please read carefully prior to agreeing. Any Agreement, including the Terms and Conditions, Acceptable Use Policy, Disclaimer, and other applicable Addendums, will be effective once payment is submitted. In the event of any conflict between the Terms and Conditions and this Agreement, this Agreement shall prevail.
1. THE DEFINITIONS
“Agreement” means, collectively, this Agreement (the “Agreement”) and any other attachments, exhibits, and/or supplements.
“Benefits” refers to the Courses, Services, Training, and Materials provided under this Agreement pursuant to descriptions set forth at:
The Business Hyve may occasionally post updates to the Benefits and course descriptions at its sole discretion.
“Commitment Term” means the period from the Start Date until 365 days have passed, and which may be extended upon mutual agreement of the parties. Commitment Term only pertains to memberships purchased.
“Student” or “you” means the company, entity, or individual entering into this Agreement through purchase of a course or yearly membership to The Business Hyve.
“Regular Business Days” are all weekdays, except local and U.S. bank/government holidays.
“we” or “us” means The Business Hyve you are contracting with.
2. THE BENEFITS OF PURCHASING A COURSE, CONSULTING AND/OR MEMBERSHIP
a. Services. Subject to the terms and conditions of this Agreement and any other policies we make available to you with prior notice from time to time during the Term (defined below), We will use commercially reasonable efforts to provide you the services described below. These services are referred to in this Agreement as the “Services.”
i. Access curated online courses.
ii. Ask questions and get tailored advice through course message boards.
iii. Participate in 1-hour or 2-hour consulting sessions
3. RIGHTS GRANTED
Subject to the terms of this Agreement, You are granted a non-exclusive and non-transferable right and license to access and use the Benefits solely for learning. In the event that, during the services period for any Benefits, You must maintain a current, valid membership in the Business Hyve or have purchased permanent access to one of our courses. If this Agreement expires or is terminated, the service period and your right to use any Benefits will immediately cease. The Business Hyve services are described and governed by the applicable service specifications. Services are provided based on The Business Hyve’s policy for the applicable cloud services when they are ordered, and those policies are subject to change. The Business Hyve may discontinue or revise the Benefits or change the fee structure, if any, of the Benefits at any time at its sole discretion. Your use of certain Benefits may require that You agree to additional terms with The Business Hyve.
4. MEMBERSHIP FEES AND PAYMENTS
a. Agreement Agreed to During Payment. Upon purchasing a course, consulting session, or membership, you will be obligated to agree to this Agreement.
b. Membership Fee. During this Agreement's Term (defined below), membership Fee will be due yearly. You are obligated to make payment of all Membership Fees owed throughout the Commitment Term, and this obligation is absolute, notwithstanding any early termination of the Agreement by you (“Membership Fee Obligations”). You agree to pay promptly:
i. All sales, use, excise, value-added, and any other taxes which you are required to pay to any other governmental authority (and, at our request, will provide to us evidence of such payment) and
ii. All sales, use, excise, value added and any other taxes attributable to Membership Fees as shown on The Business Hyve website. The Membership Fee set forth on the website covers the Services for only one Member. Additional Members will result in additional fees as set forth on our website.
Following any Commitment Term, we reserve the right to further increase or decrease the Membership Fee at our sole discretion upon thirty (30) days prior notice to you in advance of and following the Termination Notice Period described below in Section 5(d).
c. Course Fee. During this Agreement's Term (defined below), the Course Fee will be due upon sign-up into the course. You are obligated to make payment of the entire fee owed for access to unlimited access to the course, and this obligation is absolute.
i. All sales, use, excise, value-added, and any other taxes which you are required to pay to any other governmental authority (and, at our request, will provide to us evidence of such payment) and
ii. All sales, use, excise, value added and any other taxes attributable to Course Fees as shown on The Business Hyve website. The Course Fee set forth on the website covers access to a course for only one Student. Additional Students will result in additional fees as set forth on our website.
d. Consulting Fee. During this Agreement's Term (defined below), the Consulting Fee will be due upon scheduling of consulting. You are obligated to make payment of the entire fee owed for access to 1 or 2 hours of consulting, and this obligation is absolute.
i. All sales, use, excise, value-added, and any other taxes which you are required to pay to any other governmental authority (and, at our request, will provide to us evidence of such payment) and
ii. All sales, use, excise, value added and any other taxes attributable to Consulting Fees as shown on The Business Hyve website. The Consulting Fee set forth on the website covers 1 or 2 hours of consulting for only one Person. Additional Persons will result in additional fees as set forth on our website.
e. Form of payment. We accept payment of all amounts specified in this Agreement solely by the methods we communicate to you during the sign-up process or from time to time during the Term. You are required to inform us promptly of any changes to your payment information.
f. No refunds. Except as otherwise provided for herein, there are no refunds of any fees or other amounts paid by you or in connection with the Services.
5. TERM AND TERMINATION
a. Term. This Agreement will be effective when agreed to by You (“Effective Date”); provided that we have no obligations to provide you with the Services until the date on which payment has been received by us. Unless otherwise set forth on the website, following the Commitment Term, this Agreement shall continue on a year-to-year basis (any term after the Commitment Term, a “Renewal Term”) for memberships, subject to the Termination Notice Periods (defined below).
The Commitment Term and all subsequent Renewal Terms shall constitute the “Term.” If no Commitment Term is indicated on the website, the default Commitment Term shall commence on the Start Date and end one (1) full calendar year after the Start Date. This Agreement will continue until terminated per this Agreement.
Unless otherwise set forth on the website, following the Commitment Term, this Agreement shall continue indefinitely for course purchases, subject to the Termination Notice Periods (defined below).
Unless otherwise set forth on the website, following the Commitment Term, this Agreement shall continue the end of the day on the day of scheduled consulting, subject to the Termination Notice Periods (defined below).
b. Termination by You. You may terminate this Agreement by canceling your membership within the student portal before the subscription period in which you intend to terminate this Agreement (“Termination Effective Month”). The termination will be effective on the later of the last Day of the Termination Effective period and the expiration of the Commitment Term.
c. Termination or Suspension by Us. We may withhold Services or immediately terminate this Agreement: (i) upon breach of this Agreement by You; (ii) if you fail to comply with the terms and conditions of The Business Hyve, LLC, or any other policies or instructions provided by us or applicable to you.
An individual Student or Member will no longer receive the Services and is no longer authorized to access the membership website the earlier of (x) the termination or expiration of this Agreement; (y) our notice to you that such Student or Member violated this Agreement. We may withhold or terminate the Services of individual Students or Members for any of the preceding reasons; in such circumstances, this Agreement will continue in full force and effect to the exclusion of the relevant Student or Member.
6. OBLIGATIONS
a. You acknowledge and agree that:
i. We will notify you of any changes to Services, fees, or other updates via the student portal. It is your responsibility to read such announcements and to stay informed of any changes, regardless of whether we notify such Students or Members directly;
ii. you shall promptly notify us of any change to your contact and/or payment information;
iii. you are at least 18 years of age;
b. No student or member will:
i. misrepresent themselves to the Business Hyve community, either in person or within the courses / on the student portal;
ii. remove or modify any markings or any notice of The Business Hyve’s proprietary rights;
iii. make the Courses, Materials, or deliverables resulting from the Services available in any manner to any third party for use in the third party’s business operations;
iv. cause or permit reverse engineering (unless required by law for interoperability), disassembly or decompilation of the Courses (the preceding prohibition includes but is not limited to review of data structures or similar materials produced by Courses);
v. take, copy or use any information or intellectual property belonging to another member, including without limitation any confidential or proprietary information, personal names, likenesses, voices, business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property, or modified or altered versions of the same, and this provision will survive termination of this Agreement;
vi. take, copy, or use for any purpose (a) the name “The Business Hyve” or any of our other business names, trademarks, service marks, logos, designs, copyrights, patents, trade secrets, trade dress, marketing material, other identifiers or other intellectual property (“Intellectual Property”); (b) any derivations, modifications or similar versions of the same; or (c) any imagery or artistic renderings from our website or any content, for any intention, including competitive purposes, without our prior consent. You acknowledge that The Business Hyve owns all rights, title, and interest in and to its Intellectual Property. You may not file for ownership rights of any of our Intellectual Property with any governmental authority or use our Intellectual Property in any advertising, including domain names, social media handles, or any form of media invented in the future. You may not, directly or indirectly, interfere with or object to, in any manner, our ownership rights or the use of our Intellectual Property or engage in any conduct that is likely to cause confusion between The Business Hyve and yourself without our prior consent, and this provision will survive termination of this Agreement;
vii. use our mail and delivery services for fraudulent or unlawful purposes, and we shall not be liable for any such use;
7. OWNERSHIP AND RESTRICTIONS
The Business Hyve retains all ownership and intellectual property rights to the Courses and Materials. The Business Hyve retains all ownership and intellectual property rights to anything developed by The Business Hyve and delivered to You under this Agreement resulting from the Services;
ADDITIONAL AGREEMENTS
a. Limitation of Liability. To the extent permitted by law, the aggregate monetary liability of any of the The Business Hyve Parties to you for any reason and for all causes of action will not exceed the total Membership Fees paid by you to us under this Agreement in the twelve (12) months before the claim arising. None of The Business Hyve Parties will be liable under any cause of action for any indirect, special, incidental, consequential, reliance, or punitive damages or any loss of profits or business interruption. You acknowledge and agree that you may not commence any action or proceed against any of The Business Hyve Parties, whether in contract, tort, or otherwise unless the action, suit, or proceeding is commenced within one (1) year of the cause of action’s accrual.
b. Indemnification. You will indemnify the Business Hyve Parties from and against any claims, including third-party claims, liabilities, and expenses, including reasonable attorneys’ fees, resulting from any breach or alleged breach of this Agreement by you, except to the extent a claim results from the gross negligence, willful misconduct or fraud of the The Business Hyve Parties. You shall not make any settlement that requires a materially adverse act or admission by us or imposes any obligation upon any of The Business Hyve Parties unless you have first obtained our or the relevant The Business Hyve Party’s written consent. None of the The Business Hyve Parties shall be liable for any obligations arising from a settlement made without prior written consent.
c. Third Party Services. Services do not include, and we are not involved in or liable for, the provision of products or services by third parties (“Third Party Services”) that you may elect to purchase in connection with Membership, including via the website of The Business Hyve, even if they appear on your The Business Hyve invoice. Third Party Services are provided solely by the applicable third party (“Third Party Service Providers”) and pursuant to separate arrangements between you and the applicable Third Party Service Providers. These Third Party Service Providers’ terms and conditions will control with respect to the relevant Third Party Services. By adding a Member to the Member List, you are thereby authorizing that Member to access and use the Service in accordance with the terms of service available on our website.
d. Privacy. We collect, process, transfer and secure personal data about you according to the terms of our Privacy Policy, which can be found on our website (https://www.thebusinesshyve.com/privacy), and per all applicable data protection laws. Note that you are not obligated to provide us with personal information, and any information collected by us will be provided by you at your own will and with your explicit consent granted herein by executing this Agreement.
8. ARBITRATION AND CLASS ACTION WAIVER
a. Governing Law. This Agreement and the transactions contemplated hereby shall be governed by and construed under the law of the State of North Carolina, U.S.A., and the United States without regard to conflicts of laws provisions thereof and without regard to the United Nations Convention on Contracts for the International Sale of Goods.
b. Alternative Dispute Resolution.
i. Exclusive Dispute Resolution Mechanism. The parties shall resolve any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity hereof (each, a "Dispute"), under the provisions of Section 8(b) The procedures outlined in Section 8(b) shall be the exclusive mechanism for resolving any Dispute that may arise from time to time and Section 8(b)(i)-(iii) is are express conditions precedent to binding arbitration of the Dispute.
ii. Negotiations. Disputes shall send written notice to the other party of any Dispute ("Dispute Notice"). The parties shall first attempt in good faith to resolve any Dispute set forth in the Dispute Notice by negotiation and consultation between themselves, including not fewer than three (3) negotiation sessions attended by the representative authorized to make binding decisions for each party. In the event that such Dispute is not resolved on an informal basis within 30 Business Days after one party delivers the Dispute Notice to the other party, whether the negotiation sessions take place or not, either party may, by written notice to the other party ("Escalation to Executive Notice"), refer such Dispute to the executives of each party set for Third-Party or to such other person of equivalent or superior position designated by such party in a written notice to the other party) ("Executive(s)").
Executive of The Business Hyve, LLC:
Jessica Davis, CEO
Email: [email protected]
For purposes of clarification, the party sending the Dispute Notice and the Escalation to Executive Notice shall send such notices in compliance with this Agreement's notice provisions (Section 9(f)), provided that the party sending an Escalation to Executive Notice shall also send a copy of such notice to the executives designated above.
If the parties cannot resolve any Dispute during the time period ending 30 days after the date of the Escalation to Executive Notice (the last day of such time period, the "Escalation to Mediation Date"), either party may initiate mediation under Section 3.
iii. Mediation.
1. Subject to Section 2 of this paragraph, the parties may, at any time after the Escalation to Mediation Date, submit the Dispute to any mutually agreed to mediation service for mediation by providing to the mediation service a joint, written request for mediation, setting forth the subject of the dispute and the relief requested. The parties shall cooperate with one another in selecting a mediation service, with the mediation service, and with one another in selecting a neutral mediator and in scheduling the mediation proceedings. The parties covenant that they will use commercially reasonable efforts in participating in the mediation. The parties agree that the mediator’s fees and expenses and the costs incidental to the mediation will be shared equally between the parties.
2. The parties further agree that all offers, promises, conduct, and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts, and attorneys, and by the mediator and any employees of the mediation service, are confidential, privileged, and inadmissible for any purpose, including impeachment, in any litigation, arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation.
c. Litigation or Arbitration as a Final Resort. If the parties cannot resolve any Dispute for any reason, including, but not limited to, the failure of either party to agree to enter into mediation or agree to any settlement proposed by the mediator, within 30 days after the Escalation to Mediation Date, either party may commence binding arbitration in accordance with the provisions of Section 8(d).
d. Any dispute, controversy, or claim arising out of or in relation to this Agreement, or at law, or the breach, termination or invalidity of this Agreement, that cannot be settled amicably by agreement of the parties to this Agreement shall be finally settled in accordance with the arbitration rules of JAMS then in force, by one or more arbitrators appointed following said rules. The place of arbitration shall be Durham, North Carolina, U.S.A.
e. Arbitration Proceedings; Final. The proceedings shall be confidential and in English. The award rendered shall be final and binding on both parties. Judgment on the award may be entered in any court of competent jurisdiction. In any action, suit or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover, in addition to any other relief awarded, the prevailing party’s reasonable attorneys’ fees and other fees, costs, and expenses of every kind in connection with the action, suit or proceeding, any appeal or petition for review, the collection of any award or the enforcement of any order, as determined by arbitration. This Agreement shall be interpreted and construed in English, which is the language of the official text of this Agreement.
f. Class Action Waiver. Any proceeding to resolve or litigate any dispute in any forum will be conducted solely individually. Neither you nor we will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings. You also agree not to participate in claims brought in a private attorney general or representative capacity or any consolidated claims involving another person’s account if we are a party to the proceeding.
YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US, INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATION.
9. MISCELLANEOUS
a. Updates to the Agreement. Changes to membership and overage fees will be governed by Sections 4(b) and 4(d) of this Agreement, respectively. We may update this Agreement from time to time and will notify you of these updates. You will be deemed to have accepted the new terms of the Agreement following the completion of two (2) full calendar months after the date of notice of the update. Continued use of the Services beyond this time will constitute acceptance of the new terms.
b. Extraordinary Events. The Business Hyve will not be liable for, and will not be considered in default or breach of this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions beyond The Business Hyve’s reasonable control.
c. Waiver. Neither party shall be deemed by any act or omission to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the waiving party.
d. Severable Provisions. Each provision of this Agreement shall be considered severable. To the extent that any provision of this Agreement is prohibited or otherwise limited, this Agreement shall be considered amended to the smallest degree possible to make the Agreement effective under applicable law.
e. Survival. Sections 1, 2(b), 4 (to the extent any payments remain outstanding), 4(b), 5(b), 6(a) through 6(d), 7, and 8 and all other provisions of this Agreement reasonably expected to survive the termination or expiration of this Agreement will do so.
f. Notices. Any and all notices under this Agreement will be given via email and effective on the first business day after being sent. All notices will be sent via email to the email addresses specified on the Membership Details Form, except as otherwise provided in this Agreement. Notices related to this Agreement or the business relationship between you and The Business Hyve should be sent by your Signatory.
g. Headings Interpretation. The headings in this Agreement are for convenience only and are not to be used to interpret or construe any provision of this Agreement. Any use of “including,” “for example,” or “such as” in this Agreement shall be read as being followed by “without limitation” where appropriate.
h. Sanctions. You hereby represent and warrant that (i) during the term of this Agreement you will comply with all applicable U.S. and non-U.S. economic sanctions and export control laws and regulations, including but not limited to the economic sanctions regulations implemented under statutory authority and/or Executive Orders and administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) (31 C.F.R. Part 500 et seq.), the U.S. Commerce Department’s Export Administration Regulations (15 C.F.R. Part 730 et seq.), the economic sanctions rules and regulations of the European Council, United Kingdom, and EU Member States, and EU’s Dual-use Regulation 428/2009 (collectively, “Trade Control Laws”); (ii) neither you nor any of , subsidiaries or affiliates, nor directors or officers is (a) a citizen or resident of, an entity organized under the laws of, or otherwise located in, a country subject to comprehensive territorial sanctions maintained by OFAC (hereinafter referred to as “Sanctioned Countries”), (b) identified on U.S. Government restricted party lists including the Specially Designated Nationals List and Foreign Sanctions Evaders List administered by OFAC; the Denied Parties List, Unverified List or Entity List maintained by the U.S. Commerce Department Bureau of Industry and Security; or the List of Statutorily Debarred Parties maintained by the U.S. State Department Directorate of Defense Trade Controls, (c) a listed person or entity on the Consolidated List of persons and entities subject to asset-freezing measures or other sanctions maintained by the European Union, and by the Member States of the European Union, or (d) a person or entity subject to asset-freezing measures or other sanctions maintained by the United Kingdom’s HM Treasury (collectively referred to herein as “Restricted Parties”); (iii) ne ther you nor any of , subsidiaries and/or affiliates are 50% or more owned, individually or in the aggregate, directly or indirectly by one or more Restricted Parties or otherwise controlled by Restricted Parties; (iv) less than 10% of your total annual revenues are, and will continue to be for the duration of the Agreement, generated from activities involving, directly or indirectly, one or more of the Sanctioned Countries; and (v) you will not, at any time during the Term, engage in any activity under this Agreement, including the use of Services provided by The Business Hyve in connection with this Agreement, that violates applicable Trade Control Laws or causes The Business Hyve to be in violation of Trade Control Laws.
i. Anti-Corruption Laws. Neither you nor any of , your directors, officers, employees, agents, subcontractors, representatives or anyone acting on your behalf, (i) has, directly or indirectly, offered, paid, given, promised, or authorized the payment of any money, gift or anything of value to: (A) any Government Official or any commercial party, (B) any person while knowing or having reason to know that all or a portion of such money, gift or thing of value will be offered, paid or given, directly or indirectly, to any Government Official or any commercial party, or (C) any employee or representative of The Business Hyve for the purpose of (1) influencing an act or decision of the Government Official or commercial party in his or her official capacity, (2) inducing the Government Official or commercial party to do or omit to do any act in violation of the lawful duty of such official, (3) securing an improper advantage or (4) securing the execution of this Agreement, (ii) will authorize or make any payments or gifts or any offers or promises of payments or gifts of any kind, directly or indirectly, in connection with this Agreement, the Services or the Office Space. For purposes of this section, “Government Official” means any officer, employee, or person acting in an official capacity for any government agency or instrumentality, including state-owned or controlled companies and public international organizations, as well as a political party or official thereof or candidate for political office.
j. Compliance with Laws. You hereby represent and warrant that at all times, you have conducted and will conduct your operations ethically and under all applicable laws.
k. Counterparts and Electronic Signature. This Agreement may be executed in any number of counterparts by either handwritten or electronic signature, each of which, when executed, shall constitute a duplicate original. Still, all the counterparts shall together constitute the one agreement, and each of which counterparts may be delivered by emailing the other party to this Agreement signed scanned document or electronically signed portable document format (pdf) version of the contract (as applicable). Each party agrees to execute this Agreement in this manner, and the parties acknowledge that execution creates a binding contract between the parties on the Effective Date.
l. Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and shall not be changed in any manner except by writing executed by both parties or as otherwise permitted herein. All prior agreements and understandings between the parties regarding the matters described herein have merged into this Agreement.