End User License Agreement

Last Updated:  15 September 2022

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SOFTWARE.

BY USING THE SITE OR THE SOFTWARE, CLICKING AGREE OR OTHER FORM OF ASSENT, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF OR FOR THE BENEFIT OF YOUR EMPLOYER OR A THIRD PARTY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE NECESSARY AUTHORITY TO AGREE TO THIS AGREEMENT ON THEIR BEHALF.

This agreement is between Infinite-Compute.com, LLC (“Company”), and the User agreeing to these terms (“User”). Infinite-Compute Hive.3D is a service of Infinite-Compute.com.

1. SCOPE.
 This agreement provides access to and usage of Hive.3D (“Site”) and describes the access to the software. Such software, modifications, enhancements, documentation, and access provided to User (“Software”) are for short-term usage and are not sold.

2. USE OF SITE.
 a. User Responsibilities. User: (i) must keep its passwords secure and confidential; (ii) is solely responsible for its Data and all activity in its account in the Site; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account, and notify Company promptly of any such unauthorized access; and (iv) may use the Site only in accordance with these terms of use, Company policies, and applicable law.

 b. Data. All data uploaded by User to the Site remains the property of User (“Data”). User grants Company the right to use the Data for purposes of performing under this agreement.

c. Communication. During and after the term of this agreement, Company may use User email and other unique identifiers to connect and communicate over any network (e.g. Discord) or technology e.g. email) it determines best in order to provide support, updates, information, reports, new offers, and other marketing communication (e.g. single or drip/subscribed campaigns). User grants Company the right to use this information for purposes of performing under this agreement. Wherever appropriate, User will be given the option to unsubscribe or disconnect from these communications.

 d. Aggregated Data. During and after the term of this agreement, Company owns and may use all anonymized data within the Site for purposes of enhancing the Site, aggregated statistical analysis, technical support, and other business purposes.

3. LICENSE.
 Subject to the other terms of this agreement, Company grants User, term-based, non-exclusive, non-transferable access to and use of the Software.

4. DISCLAIMER.
 THE SITE AND ALL SOFTWARE IS PROVIDED ‘AS IS’ WITHOUT WARRANTY. Company AND ITS PUBLISHERS (AS DEFINED BELOW) DISCLAIM ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. USER UNDERSTANDS THAT THE SOFTWARE AND THE SITE MAY NOT BE ERROR FREE, AND USE MAY BE INTERRUPTED. ADDITIONALLY, NEITHER Company NOR ITS PUBLISHERS ARE RESPONSIBLE FOR ANY RESULTS OF THE SOFTWARE OR ANY DAMAGE OR INJURY RELATED TO SUCH RESULTS.

5. PAYMENT.
 User will pay all costs and fees due, plus applicable sales, use, withholding, VAT, and other similar taxes and fees.

6. MUTUAL CONFIDENTIALITY.
 a. Definition of Confidential Information. Confidential Information means all non-public information disclosed by a party (“Discloser”) to another party (“Recipient”), whether orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Company's confidential Information includes, without limitation, the Software, the Site, its user interface design and layout, and pricing information.

 b. Protection of Confidential Information. The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care), and it may not disclose or use any Confidential Information of the Discloser for any purpose outside the scope of this agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this agreement.

 c. Exclusions. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser; (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser; (iii) is received from a third party without breach of any obligation owed to Discloser; or (iv) was independently developed by the Recipient without use or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice to seek a protective order.

7. PROPERTY.
 a. Reservation of Rights. The Software, the Site, the workflow processes, user interface, designs, technical documentation, and other technologies provided by Company as part of the Software and the Site are the proprietary property of Company, and all right, title, and interest in and to such items, including all associated intellectual property rights, remain only with Company. The Software and the Site are protected by applicable copyright and other intellectual property laws. User may not remove any product identification, copyright, trademark, or other notice from the Software or the Site. Company reserves all rights unless expressly granted in this agreement.

 b. Restrictions. User may not: (i) transfer, assign, sublicense, rent the Software or the Site, create derivative works of the Software or the Site, or use it in any type of service-provider environment; (ii) reverse engineer, decompile, disassemble, or translate the Software or the Site; (iii) evaluate or access the Software or the Site or copy any feature, function, or graphic for the purpose of competing with Company or the Software publisher (Publisher); (iv) operate the Software other than in accordance with its technical documentation; (v) use the Site to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise objectionable, unlawful, or tortious material, or to store or transmit material in violation of third party rights; (vi) interfere with or disrupt the integrity or performance of the Software or the Site; (vii) attempt to gain unauthorized access to the Software or the Site or its related systems or networks; (viii) use the Site for any commercial or other purposes that are not expressly permitted by this agreement or in a manner that falsely implies Company endorsement, partnership or otherwise misleads others as to an affiliation with IC; (ix) use the Site in connection with the distribution of unsolicited commercial messages; (x) upload any Data that is defamatory, infringing, libelous, abusive, or illegal; (xi) offer or publish any Data that User does not have permission to make available; (xii) use, display, mirror or frame the Site, or any individual element within Site; or (viii) use any robots, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with the Site for any purpose.

8. TERM AND TERMINATION.
 a. Term. This agreement expires at the end of a user’s session.

 b. Mutual Termination for Material Breach. If either party is in material breach of this agreement, the other party may terminate this agreement at the end of a written 3-day notice/cure period, if the breach has not been cured.

9. LIABILITY LIMIT.
 a. Exclusion of Indirect Damages. Neither Company nor any Publisher is liable for any indirect, special, incidental, or consequential damages arising out of or related to this agreement (including, without limitation, costs of delay; loss of or unauthorized access to data or information; and lost profits, revenue, or anticipated cost savings), even if it knows of the possibility or foreseeability of such damage or loss.

 b. Total Limit on Liability. Company's and its Publishers’ total liability arising out of or related to this agreement (whether in contract, tort, or otherwise) does not exceed the amount paid or payable by User for the license to the Software.

 c. Consumer Law Notice. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply. User may have additional consumer rights under local law. User may also have other rights which vary from jurisdiction to jurisdiction.

10.GOVERNING LAW AND FORUM.
This agreement is governed by the laws of the State of Texas (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this agreement. Any suit or legal proceeding must be exclusively brought in the federal or state courts for Travis County, Texas, and User submits to this personal jurisdiction and venue. Nothing in this agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in any litigation is entitled to recover its attorneys' fees and costs from the other party.

11.OTHER TERMS.
 a. Entire Agreement and Changes. This agreement constitutes the entire agreement between the parties and supersede any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. User is not relying on any representation concerning this subject matter, oral or written, not included in this agreement. No representation, promise, or inducement not included in this agreement is binding. No modification or waiver of any term of this agreement is effective unless both parties sign it, however, this agreement may be modified through an online process provided by Company.

 b. No Assignment. User may not assign or transfer this agreement, nor delegate any duty under this agreement, to any third party.

 c. Enforceability and Force Majeure. If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Except for the payment of monies, neither party is liable for events beyond its reasonable control, including, without limitation, force majeure events.

 d. Money Damages Insufficient. Any breach by a party of this agreement or violation of the other party's intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach of this agreement.

 e. Order of Precedence. If there is an inconsistency between this agreement and any other agreement, this agreement prevails.

 f. Survival of Terms. Any terms that by their nature survive termination of this agreement for a party to assert its rights and receive the protections of this agreement, will survive (including, without limitation, the confidentiality terms). The UN Convention on Contracts for the International Sale of Goods does not apply.

 g. Export Compliance. User must comply with all applicable export control laws of the United States, foreign jurisdictions, and other applicable laws and regulations.

 h. U.S. Government Restricted Rights. If User is a United States government agency or acquired the license to the Software hereunder pursuant to a government contract or with government funds, then as defined in FAR §2.101, DFAR §252.227-7014(a)(1), and DFAR §252.227-7014(a)(5), or otherwise, all Software provided in connection with this agreement are “commercial items,” “commercial computer software,” or “commercial computer software documentation.” Consistent with DFAR §227.7202 and FAR §12.212, any use, modification, reproduction, release, performance, display, disclosure, or distribution by or for the United States government is governed solely by the terms of this agreement and is prohibited except to the extent permitted by the terms of this agreement.

 i. Open Source Software Licenses. The Software may contain embedded open source software components, which are provided as part of the Software and for which additional terms may be included in the technical documentation.

 j. Feedback. If User provides feedback or suggestions about the Software or the Site, then Company (and those it allows to use its technology) may use such information without obligation to User.