Terms of Service

Effective upon account creation

This agreement for use of the HUMAN HIVE application (together with any associated software applications, database structures and queries, interfaces, websites, webpages, tools, and the like), as updated from time to time (the “Platform”), is between Mitchem Interactive, Inc. (“Company,” “we,” “us,” and “our”) and the party who clicks to accept this agreement (“you,” “your”).

1. Registration

You create an account with us via initial use of the Platform and/or the account registration process (the “Registration”). You represent that the information provided in the Registration is true and complete, and you agree to update the Registration upon any changes. The Registration is incorporated herein and made a part of this agreement. Each subsequent use of the Platform is subject to this agreement and does not create a new or separate contract; however, when an amended version of this agreement is presented for acceptance, acceptance of the amended version will amend this agreement.

2. Use of the Platform

License

Subject to the terms and conditions of this agreement, Company grants to you a non-exclusive, non-transferable, non-sublicensable, revocable license during the Term to (i) access and use the Platform, and (ii) access Company’s Content via the Platform, in each case for your personal, non-commercial use. Company reserves for itself and its licensors all rights not expressly granted to you.

Updates

We may update the Platform at any time, and you agree that the updated version may be automatically deployed to your device. You consent to such automatic upgrading and agree that the terms of this agreement will apply to all updates and versions of the Platform.

Limitations

Your access to the Platform and Content will depend on your subscription tier. We currently offer subscription tiers which include: (i) the ability to create and maintain Avatars; (ii) unlimited chat interactions with your Avatars; (iii) the ability to share Avatars as described below; and (iv) access to the Voice Features.

Avatars

The Platform enables you to create AI-generated, text-based personality simulations based on inputs you provide (“Avatars”). The Platform may also permit you to generate a synthetic voice for an Avatar by uploading audio samples (“Voice Features”). Avatars communicate through text-based chat and, where enabled, AI-generated voice output.

Third-Party Materials

The Platform may display or link to third-party content (“Third-Party Materials”). Company is not responsible for Third-Party Materials, including their accuracy, legality, or quality. Third-Party Materials are provided solely as a convenience, and you access them at your own risk.

Suspension

If you breach this agreement, Company may suspend or limit your access to the Platform or specific features. If Company suspends your access for cause, you will not be entitled to any refund, credit, or compensation.

Modifications to the Platform

We may at any time, with or without notice, modify the Platform, limit or suspend sharing functionality, implement technical measures to monitor or restrict content, or modify available permission levels.

3. Your Responsibilities and Restrictions

Minimum Age

You must be at least 18 years old to use the Platform. If you are a minor in your jurisdiction, you must have the permission of and be directly supervised by your parent or legal guardian, and your parent or legal guardian must read and agree to this agreement prior to your use. You are not authorized to use the Platform if you are under the age of 13. If we learn you are under 13 or under 18 without proper permission, your access will be immediately terminated.

Devices and Access

You are responsible for obtaining and maintaining all equipment and services needed to access the Platform. Use of the Platform requires Internet access, which may be subject to additional fees. The Platform is not compatible with all devices.

Account Security

You must maintain the confidentiality of your account information, including your user ID and password. You may not provide your account information to anyone else or allow anyone else to use the Platform using your account.

Corporate Domains

If you create an account using an email address owned by an organization, that account may be added to the organization’s business account, and the organization’s administrator may be able to control your account and access your Content.

General Prohibitions

You shall not: copy, reproduce, distribute, license, sell, or commercialize any portion of the Platform or Content; reverse engineer, decompile, or disassemble the Platform; modify, adapt, or create derivative works from the Platform; use the Platform to gain unauthorized access to any systems or user accounts; store or distribute any information in violation of applicable law; infringe or violate any intellectual property or privacy rights; promote or incite violence, discrimination, or hate; generate or distribute false, misleading, or deceptive content; obtain or disseminate advice in regulated professional domains; interfere with or disrupt the Platform; harvest information about other users; use the Platform for commercial purposes; or assist any party in attempting to do any of the foregoing.

Compliance

You agree to use the Platform only in compliance with all applicable laws and regulations, and only from within the United States. You represent that you are not located in a country subject to U.S. Government embargo and are not listed on any U.S. Government list of prohibited parties.

4. Subscriptions, Fees, and Payment

Subscription Required

Access to the Platform requires an active subscription and payment of all applicable fees.

Special Offers and Promotions

Company may offer promotional offers, trial subscriptions, or other promotions at its sole discretion. Trials automatically convert to paid subscriptions at the end of the trial period unless canceled. Promotional pricing applies only for the specified period and reverts to standard pricing thereafter. Promotions are non-transferable, cannot be exchanged for cash, and cannot be combined across accounts.

Company may regulate, modify, cancel, suspend, or eliminate any promotional offer at any time, with or without notice, if it determines that you have violated this agreement, engaged in fraud, or acted inconsistently with the promotion’s intent.

Subscription Fees and Duration

The applicable fees and duration of your subscription will be displayed when you enroll. Payments are non-refundable except where required by law. You are responsible for all charges, fees, duties, taxes, and assessments arising out of your use of the Platform.

Price Changes

We may change our prices from time to time. If we increase subscription prices, we will give you at least 30 days’ notice, and any price increase will take effect on your next renewal.

Automatic Renewals

Your subscription will automatically renew for the same duration as the preceding period unless you cancel at least one day prior to the renewal date. You authorize Company to collect the then-applicable fees for each renewal using any payment method we have on record.

Cancellation

You may cancel your subscription at any time by logging into your account and following the cancellation procedures or by emailing support@ahumanhive.com. Your cancellation will be effective at the end of the then-current subscription period.

Billing and Payment Methods

Subscription fees are billed on the first day of each subscription period. If payment is not received or a credit card transaction is rejected, Company reserves the right to suspend or cancel your subscription. You represent that you are authorized to use the designated payment method. Your use of Google Pay or Apple Pay is subject to the terms and conditions and privacy policies of Google and Apple, respectively.

Taxes

If Company is required to collect or pay any taxes, such taxes will be charged to you at the time of each purchase. You are responsible for reporting and paying any taxes required by law in connection with your use of the Platform.

5. Term and Termination

Term

This agreement is effective upon your acceptance during Registration and continues until terminated.

Termination by You

You may terminate this agreement by canceling your subscription and deleting the Platform from your device. Termination is effective upon the expiration of your then-current subscription term.

Termination by Us

We may terminate this agreement and/or suspend your access if you breach this agreement, if required by applicable law, or if we reasonably believe conduct via your account creates or could create liability or harm. Termination is effective immediately, and you will not be entitled to any refund, credit, or compensation.

Discontinuing the Platform

We may decide to discontinue the Platform. If we do, we will give you advance notice and termination will be effective upon the expiration of your then-current subscription term.

Effect of Termination

Upon termination, your access rights and all licenses granted to you will terminate immediately. You must cease all use of the Platform and delete all copies from your device. Company will delete all Avatars you created and all associated data, except as required by legal obligations or as set forth in the Privacy Policy.

6. Proprietary Rights

Platform Ownership

You do not acquire any ownership rights to the Platform through this agreement. Company has and retains exclusive ownership of the Platform, including all models, algorithms, and systems used to generate Avatars, and all intellectual property rights therein.

Company Materials

Company has and retains exclusive ownership of all materials and content that Company makes available through the Platform, such as stock avatars, images, audio clips, and video templates (“Company Materials”).

User Content

You have and retain exclusive ownership of the content and materials you submit to the Platform (“User Content”), subject to the licenses granted herein. You grant Company a license to use your User Content to provide, maintain, develop, and improve the Platform, including training our models, and to create Avatars. If you do not want us to use your User Content to train our models, you can opt out by contacting us at support@ahumanhive.com.

You are responsible for all User Content you submit. You represent and warrant that your User Content will not violate this agreement. Company may remove User Content, terminate or suspend access, or terminate your account for violations, in each case with or without notice.

Avatar Ownership

Subject to your ownership of your User Content and the licenses granted herein, Company has and retains exclusive ownership of all Avatars and all intellectual property rights therein.

Company Marks

Company’s name, logo, and product and service names, designs, and slogans are trademarks of Company or its affiliates. You may not use such marks without prior written permission.

Ideas

Any ideas, inventions, discoveries, or concepts you communicate to Company shall remain solely the property of Company and may be used, licensed, or disclosed by Company at its sole discretion without notice, attribution, payment of royalties, or liability to you. You hereby assign to Company all of your right, title, and interest in and to any such ideas.

Digital Millennium Copyright Act (DMCA)

If you believe any materials on the Platform infringe your copyright, you may request removal by submitting written notification to our DMCA Agent:

Mitchem Interactive, Inc., Attn: DMCA Agent
c/o Northwest Registered Agent Inc #000593933, 116 Agnes Road, Suite 200, Knoxville, TN 37919, USA

Your DMCA Notice must include: your physical or electronic signature; identification of the copyrighted work; identification of the infringing material; your contact information; a statement of good faith belief; a statement that the information is accurate; and a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

7. Personal Data, De-identification, and Usage Data

Privacy Policy

Company will use and disclose your personally identifiable information as described in this agreement and Company’s Privacy Policy, as required by law or court order, and as necessary to provide the Platform and services.

De-identification

You authorize Company to de-identify and/or aggregate your personal information such that it cannot reasonably be used to identify any individual. Company has and retains exclusive ownership of all such de-identified data.

Usage Data

You authorize Company to collect and analyze data relating to the provision, use, and performance of the Platform (“Usage Data”). Company has and retains exclusive ownership of all Usage Data and may use it to improve the Platform, compile analytics, develop AI models, and disclose it in connection with its business.

Law Enforcement Cooperation

Company will cooperate with local, state, and federal authorities to the extent required by applicable law in connection with your User Content, and may disclose your User Content and information about you to such authorities.

8. No Warranties

Some jurisdictions do not allow the exclusion of certain warranties, so some of the disclaimers above may not apply to you.

9. Limitation of Liability

10. Indemnification

You agree to indemnify, defend, and hold harmless Company, its licensors, their affiliates, and their respective officers, directors, employees, and agents from and against any losses arising from or related to: (1) any violation of this agreement by you; (2) use of your account; (3) your creation or use of an Avatar based on a real individual; (4) your violation of any applicable law or regulation; (5) your violation or infringement of any third-party right; or (6) your User Content. This obligation will survive the termination of this agreement.

For purposes of this agreement, “Losses” means all losses, liabilities, damages, awards, settlements, claims, suits, proceedings, costs, and expenses (including reasonable legal fees and disbursements, costs of investigation, litigation, expert witness fees, settlement, judgment, interest, and penalties).

11. Other Provisions

Assignment

Company may freely transfer, assign, or delegate all or any part of this agreement. You may not assign this agreement or any rights or licenses granted under it. Any attempted transfer or assignment in violation of this agreement is void.

Entire Agreement

This agreement constitutes the entire agreement between the parties concerning the subject matter hereof. No prior or contemporaneous representations, promises, or agreements, oral or otherwise, between the parties will be of any force or effect. You consent to receive this agreement and all related notices electronically.

Amendments

No modification or amendment to this agreement will be valid or binding unless in writing and duly executed by the party to be charged, including by clicking a button when presented to accept such amendment.

Waiver and Severability

The failure of either party to require performance of any provision of this agreement will not affect the right of such party to require performance of that provision. If any provision is ruled invalid or unenforceable, the remaining provisions will be unaffected and the invalid provision will be reformed to the minimum extent necessary to render it valid and enforceable.

Governing Law

This agreement shall be construed and enforced in accordance with the laws of the state of Tennessee (other than its conflicts of law provisions). The exclusive venue for any dispute shall be the federal and state courts having jurisdiction over Davidson County, Tennessee.

Force Majeure

Company will not be liable for any failure to perform its obligations if such failure arises out of causes reasonably beyond its direct control, including acts of God, acts of terrorists or criminals, acts of domestic or foreign governments, changes in law or regulation, fires, floods, explosions, epidemics, pandemics, disruptions in communications, power, or other utilities, strikes or other labor problems, riots, or unavailability of supplies.

Notices

You may contact us at Mitchem Interactive, Inc., c/o Northwest Registered Agent Inc #000593933, 116 Agnes Road, Suite 200, Knoxville, TN 37919, USA for any notices, questions, complaints, or claims. We may provide notices to you by email, in-app notification, or posting to the Platform or Company’s website.

Electronic Signatures

You agree that your electronic acceptance of this agreement constitutes a valid and binding signature. This agreement and any related documents may be executed electronically, and such electronic execution shall have the same legal effect as a handwritten signature.