Hive Autonomy Inc | 630 Cowper St, Palo Alto, CA 94301, USA
sales@hiveautonomy.no | www.hiveautonomy.com
The following documents shall apply in the order given for assignments and services carried out by Hive Autonomy Inc (“Hive”):
Services shall be provided only pursuant to a mutually executed Statement of Work. Hive shall have no obligation to perform any services or deliver any items not expressly described in a mutually agreed and signed SOW. Any change to scope of an SOW requires a written change order signed by both Parties.
The Customer shall comply with all applicable laws and safety standards, ensure site readiness and connectivity as specified by Hive, ensure only trained and authorized personnel operate the systems, perform routine maintenance per Hive documentation, and promptly notify Hive of any issues. The Customer shall not reverse-engineer, modify, or disassemble any part of the Hive system.
Fees are defined in the applicable Term Sheet and/or SOW. All amounts are stated and payable in US Dollars (USD). Billing cycle, invoicing frequency, and payment terms are as specified in the applicable Term Sheet and/or SOW. Unless otherwise specified in the applicable Term Sheet or SOW, all invoices are payable within thirty (30) days of the invoice date. All prices are exclusive of, and Customer shall be responsible for, all applicable taxes, duties and other governmental charges other than income taxes on Hive. Hive may suspend access if payment is overdue by more than fifteen (15) days. Interest on overdue amounts accrues at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law.
The monthly service fee is adjusted annually in line with the Consumer Price Index for All Urban Consumers (CPI-U) published by the U.S. Bureau of Labor Statistics (BLS), with the first adjustment following the expiration of the Minimum Term. No other indexation mechanisms apply unless otherwise agreed in writing.
All rights, title and interest in the Hive System and Platform and any Hive software, hardware designs, technology, and documentation (and all intellectual property rights therein) remain the exclusive property of Hive. Nothing in this Agreement entails transfer of intellectual property to the Customer. Feedback provided by the Customer may be used freely by Hive.
Each Party shall keep confidential all confidential information received from the other Party in connection with this Agreement and shall not disclose it to third parties without prior consent or use it for any purpose outside of the purpose of this Agreement. The confidentiality obligation survives for five (5) years after expiration of this Agreement.
Hive may collect operational data generated by the Customer’s use of the Hive System and Platform. Hive owns all rights to such data and may use it for service improvement and product development. Hive shall process data in a manner that does not enable identification of the Customer and shall take reasonable measures to anonymize any personal data.
To the extent Hive processes personal data on behalf of the Customer, the Parties shall enter into a Data Processing Agreement.
Safety Analysis as a precondition. The Service shall be provided only within the operational envelope set out in the Safety Analysis. The Service shall not commence at any site, and any change to the operational envelope shall not take effect, until the Parties have approved the Safety Analysis (or the relevant amendment) in writing. Neither Party shall require the other to operate outside that envelope without a written amendment to the Safety Analysis.
Allocation of safety responsibility. The Customer is responsible for site control, traffic management, exclusion zones, signage, lock-out/tag-out procedures, and the safety of all of the Customer’s personnel and third parties on the site, and shall conduct site induction for Hive personnel attending site. Hive is responsible for the safe design, operation and supervision of the Hive Equipment and Hive’s remote operators within the operational envelope set in the Safety Analysis.
Incident reporting. Each Party shall notify the other without undue delay (and in any event within 24 hours) of any incident involving (i) injury, (ii) damage to equipment or property, or (iii) an unauthorized or uncontrolled movement of a Hive machine, and shall cooperate in good faith in any investigation.
Suspension. Either Party may suspend the Service immediately on written notice if it reasonably considers that continued operation poses an imminent risk of injury or material property damage. Suspension shall last only as long as the risk persists, the suspending Party shall promptly engage to restore the Service, and a suspension under this clause shall not constitute a breach by either Party.
Title and risk. Title to and risk in (i) the Hive Machines and (ii) the Hive System (whether installed on a Hive Machine or a Customer Machine) remain with Hive at all times. Title to and risk in any Customer Machine remain with the Customer. The Customer acquires no right, title or interest in any Hive Machine or in any Hive System by virtue of this Agreement, the SOW, or the payment of any fee.
Care of equipment on site. The Customer shall take reasonable care of the Hive Equipment while it is at the Customer’s site, shall not move, modify, repair or interfere with any Hive Equipment except with Hive’s prior written consent, and shall promptly notify Hive of any loss of, damage to, or interference with Hive Equipment. The Customer is responsible for loss of or damage to Hive Equipment caused by the Customer or its personnel, save for fair wear and tear and save to the extent caused by the negligence of Hive.
Access and exclusive use. The Customer shall provide Hive with safe access to the Hive Equipment and the relevant areas of the site at all reasonable times for installation, operation, maintenance, recovery and removal. The Hive Equipment shall be used solely to deliver the Service; the Customer shall not permit any third party to operate or use any Hive Equipment.
Third-party dependencies. The Service depends on third-party telecommunications and cloud services. Hive shall not be liable for any failure or degradation of the Service to the extent caused by any of those third-party dependencies, except where Hive has selected and contracted directly with the relevant provider as part of the Service.
Enhancement reversibility. Where the Service has been delivered on a Customer Machine, on termination Hive shall remove the Hive System and reasonably reinstate the Customer Machine to full operational condition. The Parties acknowledge that the cosmetic aspects of the enhancement cannot always be fully reversed, and that reasonable residual cosmetic marks (including at mounting points, wiring runs, paint and minor cosmetic features) may remain. The Customer’s sole remedy in respect of such residual cosmetic changes is the agreed exit procedure under the SOW.
Hive shall maintain, throughout the term of this Agreement, appropriate insurance cover with reputable insurers in respect of its obligations under this Agreement, and shall provide evidence of such cover on reasonable written request.
Hive may at any time update, upgrade, replace, or maintain any part of the Hive System, including for wear and tear, safety, or technological improvements. The Customer shall provide reasonable access to the machine and Customer’s site.
Neither Party shall be liable for any indirect, incidental, special, or consequential damages, including lost profits, business interruption, or loss of use, regardless of the form of action or theory of liability. Each Party’s total aggregate liability for any and all claims arising under or in connection with this Agreement shall not exceed the total fees paid or payable by Customer to Hive in the twelve (12) months preceding the event giving rise to the claim. These limitations and exclusions do not apply in cases of gross negligence, willful misconduct, breach of confidentiality obligations or violations of intellectual property rights.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE HIVE SYSTEM AND PLATFORM ARE PROVIDED “AS IS” AND HIVE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Minimum Term: Unless otherwise stated in the Term Sheet between Parties, the initial term of this Agreement is thirty-six (36) months from the Commercial Start Date per machine (the “Minimum Term”).
Termination for Cause: Either Party may terminate immediately for material breach not cured within fourteen (14) days of written notice specifying the breach.
Termination Fee: If the Customer terminates during the Minimum Term for reasons other than Hive’s material breach or persistent underperformance under the applicable SLA, a termination fee equivalent to two (2) months’ service fee per terminated machine shall apply. The fee covers Hive’s costs for decommissioning, removal of the Hive System, and reversal of the retrofit.
Termination After Minimum Term: After the Minimum Term, either Party may terminate with three (3) months’ written notice. Termination does not affect accrued payment obligations.
Effect of Termination: Upon termination, the Customer shall cease use of the Service; Hive shall deactivate the Service and remove Hive equipment in accordance with the agreed exit procedure. Customer shall allow for the removal of the System within a reasonable timeline after termination.
Neither Party shall be liable for failure to perform due to force majeure. If a force majeure event persists for more than 90 days, either Party may terminate with 15 days' notice.
Hive may assign this Agreement to affiliates or successors in connection with a change of control, merger, reorganization or sale of all or substantially all of the assets of Hive. The Customer may not assign without Hive's prior written consent, except in connection with a change of control, merger, reorganization or sale of all or substantially all assets of Customer provided that such assignee or new controller is not a direct or indirect competitor of Hive.
If the Customer becomes insolvent, enters bankruptcy or winding-up proceedings, or has a receiver appointed, Hive may terminate immediately, suspend the Service, and enter the Customer’s site to retrieve all Hive Equipment. All outstanding fees become immediately due. The Hive System shall not form part of the Customer's estate. Hive’s rights under this clause are subject to applicable bankruptcy law, including any automatic stay; in such circumstances Hive shall promptly seek relief from the automatic stay to enforce its rights hereunder.
This Agreement is governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles. Disputes shall first be resolved through good-faith negotiations between senior executives. If unresolved within thirty (30) days, disputes shall be finally settled by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, seated in New York, New York, before a single arbitrator. The arbitration shall be conducted in English and proceedings shall be confidential. Each Party irrevocably waives any right to trial by jury.
Severability: If any provision is held unenforceable, the remaining provisions shall continue in full force and effect.
Entire Agreement: This Agreement, together with all Term Sheets, SOWs, SLAs, and Change Orders, constitute the entire agreement between the Parties and supersedes all prior negotiations, representations, and agreements relating to its subject matter.
Third Party Rights: No person who is not a party to this Agreement shall have any rights to enforce any term of this Agreement.
The following terms shall have the meanings set out below when used in this Agreement.