Dark Hive, LLC
Effective August 6, 2016
In these Terms, we refer to those raising funds as “Campaign Owners” and to their fundraising campaigns as “Campaigns.” We refer to those contributing funds as “Contributors” and to the funds they contribute as “Contributions.” Campaign Owners, Contributors and other visitors to the Services are referred to collectively as “Users.”
Dark Hive is a Venue
Dark Hive is an online crowdfunding venue for people and entities seeking to raise funds for their own Campaigns and to contribute to the Campaigns of others. Campaign Owners can offer gifts or rewards in the form of tangible items or intangible services (collectively, “Perks“) to Contributors. Perks are not offered for sale. Dark Hive makes no representations about the quality, safety, morality or legality of any Campaign, Perk or Contribution or the truth or accuracy of User Content (as defined below) posted on the Services. Dark Hive does not represent that Campaign Owners will deliver Perks or that Contributions will be used as described in the Campaign. In addition to Perks, Campaign Owners have the option of offering Equity as a contribution reward. Users use the Services at their own risk.
Eligibility to Use the Services
Users under 18 years of age are not eligible to use the Services without consent. Users between the ages of 13 and 17, can use the Services with the consent and supervision of a parent or legal guardian who is at least 18 years old, provided such parent or legal guardian also agrees to be bound by the Terms and agrees to be responsible for such use of the Services. Users suspended from using the Services are not eligible to use the Services. Dark Hive reserves the right to refuse use of the Services to anyone and to reject, cancel, interrupt, remove or suspend any Campaign, Contribution, or the Services at any time for any reason without liability.
Campaign Owners are not permitted to create a Campaign to raise funds for illegal activities, to cause harm to people or property, or to scam others. If the Campaign is claiming to do the impossible or it’s just plain phony, don’t post it. Users must comply with all applicable laws and regulations in connection with their Campaigns, including offering Perks and using Contributions. Campaign Owners shall not make any false or misleading statements in connection with their Campaigns.
Campaign Owners are not permitted to offer or provide any of the following as a Perk:
- any alcoholic consumer products (vouchers or memberships offering physical delivery of alcoholic consumer products are permitted);
- any controlled substance or drug paraphernalia;
- any weapons, ammunition and related accessories;
- any form of lottery or gambling;
- any form of air transportation; or
- any items promoting hate, discrimination, personal injury, death, damage, or destruction to property; or any items (a) prohibited by applicable law to possess or distribute, (b) that would violate applicable law if distributed, or (c) that would result in infringement or violation of another person’s rights if distributed.
Dark Hive is not a place for hatred, abuse, discrimination, disrespect, profanity, meanness, harassment, or spam. Do not:
- use the Services to promote violence, degradation, subjugation, discrimination or hatred against individuals or groups based on race, ethnic origin, religion, disability, gender, age, veteran status, sexual orientation, or gender identity;
- post images or videos that are sexually explicit or post links to sites that contain sexually explicit material or show people or animals being hurt or degraded;
- spam the comments sections or other Users with offers of goods and services or inappropriate messages;
- engage in any activity that interferes with or disrupts the proper working of the Services or any activities conducted on the Services; or
- take any action that imposes, in Dark Hive’s sole discretion, an unreasonable load on Dark Hive’s infrastructure.
- represent products created by others as your own creation, or act as a reseller of other’s products.
Dark Hive reserves the right to remove Campaigns and terminate User Accounts for such activities.
Prohibited Visual Elements in Campaign Images
Campaign Owners are not permitted to do any of the following with Campaign images:
- incorporate Dark Hive colors and branding elements, including but not limited to logos, colored frames, borders or badges;
- include any visual element that could be interpreted to have been produced by Dark Hive, including but not limited to banners, progress bars or funding stats;
- include any visual element that communicates endorsement by Dark Hive.
Disputes between Campaign Owners and Contributors
Campaign Owners are legally bound to perform on any promise and/or commitment to Contributors (including delivering any Perks). Dark Hive does not recognize any third party and/or agency affiliated with the Campaign as a Campaign Owner. If a Campaign Owner is unable to perform on any promise and/or commitment to Contributors, the Campaign Owner will work with the Contributors to reach a mutually satisfactory resolution, which may include the issuance of a refund of Contributions by the Campaign Owner. Dark Hive is under no obligation to become involved in disputes between Campaign Owners and Contributors, or Users and any third party. In addition, Dark Hive is under no obligation to become involved in disputes regarding the determination of the rightful Campaign Owner, and will not be obligated to make any changes to Campaign Owner accounts or transfer of ownership. In the event of any dispute, such as a Campaign Owner’s alleged failure to comply with the Terms or alleged failure in fulfillment of a Perk, we may provide the Campaign Owner’s contact information to the Contributor so that the two parties may resolve their dispute.
All information submitted in connection with a User account on the Services (each, a “User Account”) must be accurate and truthful. Users agree to notify Dark Hive immediately if their User Account has been used without authorization or there has been any other breach of security of the User Account. Each User also agrees to provide additional information Dark Hive may reasonably request and to answer truthfully and completely any questions Dark Hive might ask you in order to verify such User’s identity.
License to Users
Dark Hive grants each User a limited, non-exclusive, non-transferable, revocable license to use the Services subject to such User’s eligibility and continued compliance with the Terms.
Campaign Owners are permitted to offer Perks to Contributors. Campaign Owners are legally bound to perform on any promise and/or commitment to Contributors (including delivering any Perks). This commitment includes shipping Perks to Dark Hive Contributors before fulfilling any orders received after the Campaign has ended. For Campaign Owners participating in programs with our retail partners, failure to ship orders to Dark Hive Contributors first may result in removal from such retail partnership programs. Campaign Owners will respond promptly and truthfully to all questions posed to them by Dark Hive or any Contributor. If any Campaign Owner is unable to fulfill any of its commitments to Contributors (including delivering any Perks), the Campaign Owner will work with the Contributors to reach a mutually satisfactory resolution, which may include refunding their Contributions. Campaign Owners will comply with all applicable laws and regulations in the use of Contributions and delivery of Perks. Campaign Owners are responsible for collecting and remitting any taxes on Contributions, and any taxes due in connection with Perks. Dark Hive may attempt to verify the identity and other information provided to us by Campaign Owners, and we may delay, withhold, reverse or refund any Contributions or other amounts without notice or liability in the event we are unable to verify any such information to our satisfaction. Campaign Owner eligibility is subject to Dark Hive’s review of the fulfillment status of prior crowdfunding obligations. Dark Hive reserves the right to prohibit or remove a Campaign if the Campaign Owner is delayed by three months or more in fulfilling a prior crowdfunding project on Dark Hive or another platform.
Contributors are solely responsible for asking questions and investigating Campaign Owners and Campaigns to the extent they feel is necessary before making a Contribution. All Contributions are made voluntarily and at the sole discretion and risk of the Contributor. Dark Hive does not guarantee that Contributions will be used as promised, that Campaign Owners will deliver Perks, or that the Campaign will achieve its goals. Dark Hive does not endorse, guarantee, make representations, or provide warranties for or about the quality, safety, morality or legality of any Campaign, Perk or Contribution, or the truth or accuracy of User Content posted on the Services. Contributors are solely responsible for determining how to treat their Contributions and receipt of any Perks for tax purposes. If a Contribution is returned to a Contributor, the associated Perks, if any, shall be canceled.
Setting up an account on the Services is free. We do not charge our Service fees to Contributors. Unless otherwise expressely indicated on the Services, we do charge our Service fees to Campaign Owners as a portion of the Contributions they raise (the “Service Fees“). By using the Services Users agree to our Service Fees. Changes to Service Fees are effective after we post notice of the changes on the Services. Updated Service Fees are applied to Campaigns launched after the notice is posted.
Contributors may request a refund from Dark Hive before the end of a Campaign. Contributors may request a refund from Dark Hive within 10 days of the contribution. To request a refund contact firstname.lastname@example.org.
Taxing authorities may classify funds raised on the Services as taxable income to the Campaign Owner and any beneficiary who will receive funds directly from the applicable Campaign. Dark Hive will ask for the tax identification number (TIN) of Campaign Owners and any beneficiaries so that we may report taxable income to the relevant taxing authorities. Dark Hive will provide Campaign Owners with a tax document if required by the relevant taxing authorities.
While using the Services, Users may post photos, videos, text, graphics, logos artwork and other audio or visual materials (collectively, “User Content“). Users grant Dark Hive a perpetual, non-exclusive, royalty-free, transferable, sublicensable, worldwide license to use, publicly display, publicly perform, store, reproduce, modify, create derivative works, and distribute User Content of any User on or in connection with the Services and our related marketing and promotional activities. As between Users and Dark Hive, Users continue to hold all ownership interest in their User Content. Each User represents and warrants that its User Content and our use of such User Content will not infringe any third party’s intellectual property rights, proprietary rights, privacy rights, confidentiality, rights of publicity or otherwise violate these Terms or applicable law.
Third-Party Websites, Advertisers or Services
Campaigner Owners that accept PayPal and Contributors that use PayPal in connection with a Campaign acknowledge and agree to comply with PayPal’s Crowdfunding and Acceptable Use Policies. Credit card payment processing services for Campaign Owners on Dark Hive are provided by Stripe, Inc. (“Stripe“) and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement“). By continuing to operate as a Campaign Owner on Dark Hive, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition to Dark Hive enabling credit card payment processing services through Stripe, you agree to provide Dark Hive accurate and complete information about you and your business, and you authorize Dark Hive to share any such information with Stripe, as well as transaction information related to your use of the payment processing services provided by Stripe. In all cases, standard credit card or other third party processing fees apply in addition to any Service Fees. We are not responsible for the performance of any third party credit card processing or third party payment services.
Each User agrees to defend, indemnify and hold harmless Dark Hive, its subsidiaries and affiliated companies, and their officers, directors, employees, contractors and agents from and against any and all claims, causes of action, damages, obligations, losses, liabilities, costs or debt, and expenses (including attorneys’ fees and costs) and all amounts paid in settlement arising from or relating to use of the Services, breach of these Terms or violation of any laws. Dark Hive may assume the exclusive defense and control of any matter for which Users have agreed to indemnify Dark Hive and each User agrees to assist and cooperate with Dark Hive in the defense or settlement of any such matters.
Dark Hive has no fiduciary duty to any User. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR COURSE OF PERFORMANCE. USE OF THE SERVICES IS AT USER’S OWN RISK.
Waiver and Release
For Users in a jurisdiction that requires a specific statement regarding waiver and release then the following applies. For example, California residents must, as a condition of this Agreement, waive the applicability of California Civil Code Section 1542 for unknown claims which states: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” Each User hereby waives this section of the California Civil Code and any similar provision in law, regulation or code that has the same effect or intent as the foregoing release.
Limitation of Liability
DARK HIVE (INCLUDING ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUBCONTRACTORS OR LICENSORS) IS NOT LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OR, IN ANY EVENT, FOR DAMAGES EXCEEDING THE LESSER OF ONE HUNDRED U.S. DOLLARS ($100.00) OR THE FEES PAID TO DARK HIVE FOR THE TRANSACTION FROM WHICH THE CAUSE OF ACTION AROSE. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF DARK HIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
For jurisdictions that do not allow Dark Hive to limit its liability: Notwithstanding any provision of the Terms, for Users in a jurisdiction that has provisions specific to waiver or liability that conflict with the foregoing, then Dark Hive’s liability is limited to the smallest extent possible by law. Specifically, in those jurisdictions not allowed, Dark Hive does not disclaim liability for: (a) death or personal injury caused by its negligence or that of any of its officers, employees or agents; or (b) fraudulent misrepresentation or intentional misconduct; or (c) any liability which it is not lawful to exclude either now or in the future.
The Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by any User, but may be assigned by Dark Hive without restriction or consent.
Termination may result in the forfeiture and destruction of all information associated with any User Account. Users may terminate their User Account by following the instructions on the Services, but Dark Hive may retain the User Account information after termination in accordance with regulatory, accounting, and legal compliance procedures. All provisions of the Terms that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Users agree that: (a) the Services shall be deemed solely based in New Jersey (the principal place of business and corporate headquarters of Dark Hive); and (b) the Services shall be deemed a passive one that does not give rise to personal jurisdiction over Dark Hive, either specific or general, in jurisdictions other than California. This Agreement shall be governed by the laws of the State of New Jersey, without respect to its conflict of laws principles.
Dark Hive and User agree that any and all disputes or claims shall be resolved exclusively through final and binding arbitration, rather than in court, except that a User at its election may assert claims in small claims court, if the User’s claims otherwise qualify for adjudication in that court. Dark Hive and User manifest their assent to arbitrate by providing and using the Services. Arbitrable claims are those that Dark Hive asserts against User, and that User asserts against Dark Hive, any related or affiliated entity, and the officers, directors, agents or employees of any of them. The Federal Arbitration Act governs the interpretation and enforcement of this agreement to arbitrate. If for any reason the FAA is inapplicable, the law of arbitrability of the state of User’s principal place of business shall apply. To the maximum extent permitted by law, the Parties agree to arbitrate claims on an individual basis only, and they waive any right to bring, participate in, or recover under, a class, collective, consolidated or representative action. The arbitrator shall apply the Terms and the same substantive law to the dispute as a court would, and the same law of remedies. To begin an arbitration proceeding against Dark Hive or a related party, a User must send a letter requesting arbitration and describing the claim to Dark Hive’s registered agent,
Dark Hive, LLC Registered Agent
c/o LegalZoom.com, Inc.
101 North Brand Blvd., 11th Floor
Glendale, CA 91203
The arbitration will be conducted by the American Arbitration Association (AAA) under the rules applicable to the claim asserted, including but not limited to the AAA’s Supplementary Procedures for Consumer-Related Disputes. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879. Dark Hive will supply a printed copy of the rules upon a User’s request. Payment and reimbursement of all filing, administration and arbitrator fees will be governed by the AAA’s rules. Except as otherwise provided by law or the AAA’s rules, the prevailing party in any arbitration will be entitled to receive from the nonprevailing party all of its reasonable attorneys’ fees and costs.
Campaign Owners and other Users should be aware that many states impose charitable fund solicitation laws to guide direct or indirect fund solicitation activities in those states. While provisions vary state to state, these state laws typically include registration and reporting requirements. Dark Hive merely provides a technology platform to allow Campaign Owners to connect with Contributors. Users who access or use the Services do so at their own volition and are entirely responsible for compliance with applicable law.
Dark Hive makes no representations, warranties or other assertions as to the potential tax deductible status of any Contribution by a Contributor to a charitable cause or to a Campaign whose purported recipient is a recognized 501(c)(3) or other tax -advantaged organization under the Internal Revenue Code. The listing of an organization via the Services does not necessarily mean that the organization has been deemed— or remains currently deemed—a charitable or tax-advantaged organization by the Internal Revenue Service.
In the event of a conflict between these the English language version of the Terms and any foreign language translation versions thereof, the English language version of the Terms shall govern and control. All disputes, claims and causes of action (and related proceedings) will be communicated in English. Unless otherwise explicitly stated, all materials found on the Services are solely directed to individuals, companies, or other entities located in the U.S.
Users agree to comply with all laws, restrictions and regulations relating to the export of products and information. For purposes of the U.S. Export Administration Act (“Export Laws“), each User states that such User is: (a) not a citizen, or otherwise located within, an embargoed nation (including without limitation the Office of Foreign Assets Control (“OFAC“) comprehensively embargoed countries of Iran, Syria, Cuba, North Korea and Sudan and certain Specially Designated Nationals listed by OFAC as updated from time to time and (b) not otherwise prohibited under the Export Laws from receiving such products and information. Funds may be frozen and/or turned over to the applicable governmental enforcement agency if a Campaign is deemed to be in violation of Export Laws.
Cooperation with Authorities and Police Enforcement
We will cooperate with law enforcement authorities as required by law. We will cooperate with law enforcement agencies in any investigation of alleged illegal activity regarding the use of the Services when requested.
Users agree Dark Hive may provide notifications to such User via email, written or hard copy notice, or through conspicuous posting of such notice on our website. Users may opt out of certain means of notification or to receive certain notifications.
Unsolicited Idea Submissions
We are always pleased to hear from our Users, and welcome their comments or suggestions. However, products, services, and features developed by Dark Hive or its Users might be similar or even identical to a submission received by Dark Hive or its Users. When we refer to a “submission” in this paragraph, we mean: any submission, comment, or suggestion (including, but not limited to, ideas, products, or services and suggested changes) made either on the Dark Hive platform or to Dark Hive about an existing product or service on, or a feature of, or a proposed addition to, the Dark Hive platform.
With regard to User submissions:
(1) all such submissions are non-confidential and non-proprietary and will be treated as non-confidential and non-proprietary;
(2) Dark Hive and its Users will have no express or implied obligation or liability of any kind concerning the submissions, including, for example, any use or disclosure of the submissions; and,
(3) Dark Hive and its Users are entitled to unrestricted use or disclosure of the submissions for any purpose whatsoever, all without compensation to the User that submitted the submission.
These Terms are the entire agreement between each User and Dark Hive regarding its subject matter. If any provision of these Terms are deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. Dark Hive’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
Changes to Terms
Dark Hive may alter the Terms at any time, so please review them frequently. If a material change is made, Dark Hive may notify Users in the Services, by email, by means of a notice on the Services, or other places we think appropriate. A “material change” will be determined at Dark Hive’s sole discretion, in good faith, and using common sense and reasonable judgment.
If any User believes that its copyrighted work has been copied in a way that constitutes copyright infringement under the Digital Millennium Copyright Act of 1998 (the “DMCA“) or that any User Content infringes such User’s intellectual property rights and is accessible the Services, please notify Dark Hive’s Legal Department at email@example.com. “Infringement” means the unauthorized or not permitted use of copyrighted material or other intellectual property rights. For such complaint to be valid, the User (the “Complainant“) must provide the following information in writing (the “Notice of Infringement“):
- a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online website are covered by a single notification, a representative list of such works at that website.
- identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Dark Hive to locate the material.
- information reasonably sufficient to permit Dark Hive to contact the Complainant, such as an address, telephone number, and, if available, an electronic mail address at which the Complainant may be contacted.
- a statement that the Complainant has a good faith belief that use of the material in the manner complained of is not authorized by the Complainant, its agent, or the law.
- a statement that the information in the notification is accurate, and under penalty of perjury, that the Complainant is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
The above information must be submitted to the Dark Hive DMCA agent (the “DMCA Agent“) by mail and email to the following addresses:
Dark Hive, LLC
Attention: DMCA agent
30 Knightsbridge Road
Piscataway, NJ 08854
If any User (the “Respondent“) believes that its material has been removed or disabled by mistake or misidentification, such Respondent may file a written counter-notice (the “Counter Notice”) with the DMCA Agent, including the following information within five business days from receipt of the Notice of Infringement:
- a physical or electronic signature of the Respondent;
- identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
- a statement made under penalty of perjury that the Respondent has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and
- the name, address, and telephone number of the Respondent, and a statement that the Respondent consents to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if the Respondent’s address is outside of the United States, for any judicial district in which the service provider may be found, and that the Respondent will accept service of process from the Complainant or an agent of the Complainant.
Upon receipt of the Counter-Notice by the DMCA Agent, a copy of the Counter-Notice may be sent to the Complainant informing the Complainant that Dark Hive, at its discretion, may replace the removed material or cease disabling it in not less than ten, nor more than 14, business days following receipt of the Counter-Notice, unless the DMCA Agent receives written notice from the Complainant that the Complainant has filed an action seeking a court order to restrain the Respondent from engaging in infringing activity relating to the unauthorized use of the material on the Service.
DARK HIVE WILL TAKE NO ACTION UPON ANY FAILURE TO PROVIDE THE INFORMATION OR OTHERWISE FOLLOW THE PROCESS OUTLINED ABOVE.
In accordance with the DMCA and other applicable laws, Dark Hive has adopted a policy of terminating, in appropriate circumstances and at Dark Hive’s sole discretion, repeat infringers.
All subpoenas must be properly served on Dark Hive, preferably by mailing the subpoena to Corporation Service Company, our nation registered agent. Please find below the California address for Corporation Service Company:
Dark Hive, LLC
30 Knightsbridge Road
Piscataway, NJ 08854
Dark Hive does not accept service via e-mail or fax and will not respond subpoenas delivered by email or fax.
Dark Hive, LLC
30 Knightsbridge Road
Piscataway, NJ 08854