APPLICATION OF TERMS AND CONDITIONS

1. These terms and conditions apply to all memberships between all persons and/or entities displayed on the website www.cityhive.co.uk and any other website (the "Website") operated by or on behalf of City Hive Network Ltd of 71-75 Shelton Street, London, WC2H 9JQ ("City Hive", "we" or "us") as the case may be.
2. By registering to be a member of our Website, you agree to the following terms and conditions and that these prevail over any other terms, trade custom, practice or course of dealing.
3. The agreement between us and you, the person or entity applying for membership ("you") and which is subject to these terms and conditions (the "Agreement"), shall come into effect on the date that you apply for membership and shall continue until terminated in accordance with these terms and conditions.
4. This Agreement should be read in conjunction with our Website Terms of Use and Privacy Policy which is available on our Website.

MEMBERSHIP

1. We have different types and levels of membership from time to time. The benefits of and services relating to each type of membership are set out on our Website or as otherwise agreed with you in writing from time to time. Such benefits, entitlements or services may change from time to time without notice.
2. The types of membership covered by these terms are free memberships for:
   1. individuals who subscribe to become a member of City Hive on our Website; and
   2. individuals who become members through a corporate member, and "Member" shall reference all levels of members as set out above together with any other members of City Hive.
3. Membership commences once we have approved your application to be a Member and have emailed you to confirm this.
4. We may at our absolute discretion refuse membership to any person or entity and we shall not be obliged to state our reasons for such refusal.
5. You agree to keep user details and your password for the Website confidential at all times and to not disclose them to any third party at any time for any reason.
6. Membership is personal to you and you may not allow any other person to take your place as a member or to attend an Event (defined below) in your place without our prior written consent.

MEMBERSHIP FEES AND PAYMENT

1. The fees for each type of membership are as set out on our Website and in our Fees Schedule (please ask a member of staff for a copy if you have not already received this at the following email address: [email protected])[a]
2. The fees for additional services including but not limited to advertising and the fees for Events and/or member meet ups, are not included in the membership fees and shall be as notified to you at the time.
3. We may vary the types of membership and fees from time to time but will provide you with at least 7 days’ notice of any such variation.[b]
4. If we have provided you with a discount to our usual membership fees, such discount shall last for the period that we have agreed with you. If you cancel your membership and re-join, you may not be entitled to such discount.

WARRANTIES

1. You warrant that you are at least 18 years of age and that you have full capacity to enter into this Agreement.
2. You warrant that all information that you have provided us with or have submitted to our Website is true, accurate and not misleading in any way.
3. You warrant that you have not been convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed).
4. You warrant that in using our Website and being a Member of our Website, you will comply at all times with all applicable law and regulations and advertising codes of conduct.
5. You warrant that any website owned or controlled by you that is listed on our Website is free from illegal, defamatory, tortious or offensive content.
6. You warrant and undertake that you will not use our Website:
   1. in any way that breaches any applicable local, national or international law or regulation;
   2. in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
   3. for the purpose of harming or attempting to harm any person (including minors) in any way;
   4. to send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards which are set out below;
   5. to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam); and
   6. to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
7. You warrant and undertake that you will not:
   1. reproduce, duplicate, copy or re-sell any part of our Website in contravention of the provisions of our Website Terms of Use;
   2. access without authority, interfere with, damage or disrupt:
      1. any part of our Website;
      2. any equipment or network on which our Website is stored;
      3. any software used in the provision of our Website; or
      4. any equipment or network or software owned or used by any third party.
8. You warrant and undertake that any materials or posts or other contributions made by you to our Website ("Contributions") will be in compliance with the provisions of our Website Terms of Use.
9. You warrant that any photographs of you that you upload to the Website have been taken in the 5-year period prior to you uploading the photograph.

EVENTS

1. We may from time to time invite you to events (whether online or in person), including but not limited to workshops, programmes and meet ups that we (or our agents or contractors) organise through the City Hive experts bureau ("Event(s)"), and may make an additional charge for your attendance at these Events. Payment for Events are made online and in advance, but we may at our sole discretion for in person Events allow attendees to pay at the door of the venue in cash or otherwise if there are spaces available. The payment will cover venue hire, and food and drink costs if we have advertised for food and/or drinks as being available at such Events.
2. We may offer discounts on the standard price on such Events in amounts and frequency at our sole discretion. A discount on Events is in no way guaranteed and an offer of any discount may be withdrawn at any time before payment for the Event is made.
3. Members may only purchase one ticket per Event unless otherwise stated.
4. If we accept your offer to purchase a ticket or make a reservation for an Event, this will be confirmed by way of a confirmatory email and (where relevant) an electronic ticket (e-ticket) within 48 hours of your purchase. We reserve the right to reject any offer for any reason whatsoever and shall not be obliged to sell tickets to you or accept reservations from you.
5. E-tickets and confirmations of reservations will be sent to the email address that you provided us with on your registration form. No hard copy tickets will be sent to you.
6. We have the right to cancel your purchase of a ticket or a reservation for an Event if we receive any bounce-back of an email sent to the email address that you entered in the registration form.
7. Once you have purchased ticket(s) for an Event on our Website, such ticket(s) cannot be exchanged, transferred, refunded or returned unless the Event is cancelled, moved to another date or there is a change to the venue or start time of the Event ("Refund Event").
8. In the case of a Refund Event, we will offer you in our sole discretion a new ticket for any rescheduled Event (subject to availability) up to the face value of the ticket(s) you purchased or a refund for the face value of the ticket(s) you purchased.
9. We may make changes to the date, time and location of any advertised Events for any reason and may cancel an Event for any reason and we shall not be liable for any such change or cancellation other than to provide you with a new ticket or refund in the case of a Refund Event.
10. We shall make refunds within 30 days of your valid request for a refund by crediting the account used for the ticket purchase.
11. You must notify us of any change in your email address as soon as possible so that we can notify you by email of any Refund Event or other information relating to the Event. However, it is your responsibility to check on our Website and take any other reasonably practicable measure to check that the Event is proceeding as originally advertised on our Website when you purchased your ticket and we accept no liability to you for you failing to do so and the Event not proceeding as advertised.
12. You must produce the e-ticket when requested at the entrance to the venue of any Event in order to gain access and you may not be allowed entry without such e-ticket. If you are refused entry due to not showing your e-ticket, we will not be liable to pay you any refund of monies paid by you for such Event.
13. We reserve the right at any Event to refuse you admission to the venue or to remove you from the venue in reasonable circumstances (including without limitation by reason of you failing a security check or your behaviour being considered to adversely affect other people's enjoyment of the Event) in which case you shall not be entitled to any refund.
14. We reserve the right to confiscate prohibited items from you at Events (including without limitation bottles, cans, food and drink not purchased at the Event or items that may potentially be used as a weapon).
15. In accordance with UK legislation, it is an offence to smoke in all enclosed public spaces and you must not do so at any enclosed Event. If you do smoke, you will be removed from the Event and will not be entitled to any refund.
16. You must comply with all health and safety rules and other policies of the venue at which the Event is held and if you do not, we reserve the right to require you to leave the Event immediately without a refund of any amount paid to attend such Event. It is your responsibility to check the policy and rules of the venue applicable to an Event prior to you attending such Event and we accept no liability in relation to your failure to be aware of or comply with any such policies or rules.
17. During all Events you must conduct yourself in a reasonable manner at all times and maintain standards of conduct which are consistent with the aims of the Event. If, in the sole opinion of the Event organiser or manager (as the case may be), your behaviour is deemed unsafe or unacceptable for whatever reason, you will, in the absolute discretion of the Event manager or organiser be removed from the Event (and, if necessary, this may be against your will). Circumstances in which this may occur include, without limitation, your intoxication; use of non-prescription drugs; disorderly, abusive or dangerous behaviour; and intentional damage to property. In such circumstances, you will not be entitled to a refund of monies and we will not be liable to pay any compensation or incidental costs or expenses that you may incur as a result of such removal or for any other loss or damage howsoever caused arising out of your removal. You will, on demand, reimburse the Event organiser or manager the reasonable costs of effecting your removal and/or any damage made to any property.
18. You are responsible for your own belongings that you take to an Event and neither we nor the venue will be liable for any loss, damage, theft or destruction of any of your belongings.
19. We may take photographs or videos at any Events and may photograph or video you and use such photographs or video for promotional purposes. By attending an Event, you agree to being photographed or videoed and consent to us using such photographs or videos for promotional purposes.
20. You may be permitted to photograph or record an Event or any part of an Event unless you are informed otherwise either before or during the Event.
21. Once you leave an Event, you may not be re-admitted so it is your responsibility to check with the personnel on the doors of the Event that you may be re-admitted before you leave the Event.
22. We do not guarantee that all of the persons who have indicated on our Website that they will attend an Event will be present.
23. We disclaim all liability to you in relation to Events other than as a result of any personal injury or death caused by our negligence or any liability which cannot be limited or excluded by applicable law.
24. We may at our sole discretion reproduce the content, discussions and materials produced in preparation of, or during any Event, for the purpose of creating articles, blogs or any other marketing materials, which may be shared on social media. We may at our sole discretion attribute, or otherwise not attribute, such contents to Members.

EVENTS ORGANISED BY MEMBERS OR THIRD PARTIES ("THIRD PARTY EVENT(S)")

1. We do not supervise Third Party Events (whether in person or online) organised by Members of our Website or third parties unaffiliated with us and as such disclaim in full all liability whatsoever in relation to Third Party Events.
2. We cannot guarantee the true identity, age, sex, nationality or background of any of our Members and if you attend a Third Party Event organised by one of our Members you do so at your own risk.
3. For the avoidance of doubt, Members will not receive any discount in any form from City Hive for such Third Party Events.

INDUCEMENTS

JOB BOARDS

1. We may from time to time allow Members and third parties to advertise jobs on our Website, for which a fee may be payable. In doing so we are in no way acting as an employment agency and hence the Conduct of Employment Agencies and Employment Business Regulations 2003 (as amended) (the "Regulations") do not apply. You acknowledge that the Regulations do not apply. In the event that the Regulations are found to apply you specifically agree to waive any civil claim that you may have in relation to the Regulations.
2. If you decide to apply for a job that is advertised through our Website, you do so entirely at your own risk. We have not investigated the advertiser of the job or the position offered and you are entirely responsible for your own investigations of the employer and the position and all other matters related to the advertising of the job.
3. We may contact you from time to time to inform you of any job openings that we have been made aware of that may or may not appear on our Website. We will not contact you if you have previously informed us upon singing up with City Hive that you do not wish to be informed about job openings. [c]
4. If you advertise jobs on our Website, we may at our sole discretion promote any jobs that are advertised on our Website through social media.

MENTORING SCHEMES

1. We may at our discretion invite Members to apply for mentoring schemes, subject to strict criteria for application that will be published on our Website and may be amended from time to time.
2. We may also at our discretion award scholarships for certain examinations that will be sponsored by a third party.
3. We shall have complete discretion as to who we accept onto the mentoring schemes and who we award scholarships to and shall not be obliged to provide reasons for acceptance or non-acceptance of such schemes.
4. If you are accepted onto the mentoring scheme, you warrant that you shall make every effort to attend each mentoring session and shall arrive promptly, shall treat all other participants courteously and shall keep all confidential information that is discussed or otherwise disclosed during such sessions strictly confidential.
5. The mentoring sessions shall either take place at a venue in London or online through web conferencing software, details of which shall be provided separately. If chosen to participate in the mentoring scheme, it will be your responsibility to (i) download the specified software onto your own computer hardware to participate in the online sessions and (ii) arrange and pay for your travel to any venues for in-person events.
6. We disclaim all liability and responsibility arising from any use of or reliance placed on any downloaded software or web conferencing software.
7. We may at our complete discretion on immediate notice to you remove you from a mentoring scheme and, in the event that we do so, you shall not attend any further mentoring sessions.
8. Any payment for mentoring schemes shall be invoiced by us and payable in advance of the start of the mentoring scheme to the bank account specified in the invoice. Should invoices not be paid within 7 days of the date of the invoice, we may suspend you from the mentoring scheme until payment of the outstanding balance is made and if payment is 30 days late or more, we may remove you from the mentoring scheme without any liability to refund you any amount.
9. You undertake any mentoring, entirely at your own risk. As the mentoring is provided by Members or other third parties, we accept no liability whatsoever for such mentoring.

ADVERTISING SERVICES

1. We may from time to time offer you the chance to advertise on our Website in which case the following terms and conditions shall apply:
   1. we will use our reasonable endeavours to ensure that your advertisement shall go live on our Website within five working days of us having received full payment of the relevant invoice in cleared funds and having received all requested materials in relation to such advertisement;
   2. your advertisement shall be in the size, format and location agreed between us and as set out on the invoice;
   3. your advertisement shall be displayed on our b for the period of time as agreed between us and as set out on the invoice; and
   4. we reserve the right to change the format, functionality, style and layout of our Website and your advertisement as we see fit.
2. We may from time to time offer you the chance to advertise in our newsletter in which case the following terms and conditions shall apply:
   1. your advertisement shall be included in the edition(s) of our newsletter as is agreed between you and us and set out on the invoice provided that we have received payment of the amount set out in the invoice in cleared funds and received the requested materials for such advertisement;
   2. we reserve the right to change the format, style and layout of our newsletter and your advertisement as we see fit; and
   3. we make no representations or warranties as to the numbers of recipients of the newsletter.
3. The following terms and conditions shall apply to all advertising with us:
   1. you warrant that your advertisement complies with all applicable law, regulation and Codes of Conduct (including without limitation the CAP Code) and you shall indemnify us and keep us indemnified for any loss, damage, claims, liabilities, charges, demands, expenses, penalties, costs (including reasonable legal and professional fees) or other liability paid, suffered, incurred or made against us arising directly or indirectly that we may suffer as a result of you breaching this condition,
   2. when submitting an advertisement to us, you should do so in accordance with the following rules:
      1. you must not use obscene or vulgar language;
      2. your advertisement may not contain content that is unlawful or otherwise objectionable (including that which may be in breach of rules, regulations or legislation specific to the item or service you are advertising). This includes, but is not limited to, content that is abusive, threatening, harassing, defamatory, ageist, sexist or racist;
      3. your advertisement may not contain content that is intended to promote or incite violence;
      4. your advertisement should be honest and fair, should not make any unsubstantiated or unsupportable claims, and should not make dishonest or unreasonable comparisons with other advertisers;
      5. advertisements must be written in the English language. Content in any other language may be removed at our sole discretion;
      6. your advertisement may not infringe the intellectual property rights of any third party including, but not limited to, copyright and trademarks;
      7. you must not post links to other websites containing any of the above types of content;
      8. the means by which you identify yourself must not violate these terms and conditions, this Agreement or any applicable laws;
      9. you must not impersonate other people or businesses;
      10. you must not submit material that may contain viruses or any other software or instructions that may damage or disrupt other software, computer hardware or communications networks; and
      11. you must not use our system for unauthorised mass-communication such as "spam" or "junk mail",
4. we may provide specifications as to the materials to be provided by you. If you do not provide the specified materials in the manner and form specified within the time period stated, we shall not be obliged to display the advertisement on our Website or in our newsletter and no refund shall be made in relation to your payment for such advertising;
5. we may reject in our absolute discretion any materials submitted by you and may require you to provide amended or additional materials;
6. we do not guarantee or make any representation or warranty as to the outcome (such as response levels to advertisements) of your advertising on our Website or in our newsletter;
7. all advertising content is subject to our approval and we reserve the right to reject or cancel any advertisement that we deem to be unsuitable for any reason;
8. we do not guarantee any particular positioning of advertisements on our Website or in our newsletter;
9. we accept no liability for any errors in any advertisements (or for errors in any content on our Website or in our newsletter);
10. if you decide to withdraw your advertisement for any reason at any time following your payment of the relevant invoice, we shall not be obliged to provide you with a refund but may do so at our complete discretion taking all the circumstances into account; and
11. you agree and acknowledge that we retain full editorial control over all advertisements and entries submitted by you to our Website or to our newsletter and that we will own all intellectual property rights in relation to such advertisements and entries (other than in relation to your branding and other intellectual property rights that are owned by you prior to you placing the advertisement).

MARKETING COMMUNICATIONS AND DATA PROTECTION

THE WEBSITE

1. City Hive reserves the right to suspend, withdraw or amend the content or service we provide or advertise on the website (in whole or in part) without notice and without the need to give a reason. City Hive will not be liable if for any reason the website is unavailable for any reason at any time or for any period.
2. City Hive aims to update the website regularly, and may change the content at any time. If the need arises, City Hive may suspend access to the website, or close it indefinitely. Any of the material on the website may be out of date at any given time, and we are under no obligation to update such material.

CANCELLATION, TERMINATION AND SUSPENSION

1. You may cancel your membership at any time by emailing [email protected] and inserting "CANCEL MEMBERSHIP" in the title of the email. You must include your full name and your reason for leaving. We will use our reasonable endeavours to remove your profile from our Website within 30 days of our receipt of your email.
2. We may suspend your profile and access to the Website or terminate your membership and the Agreement (at our sole discretion) with immediate effect in the following circumstances:
   1. you have materially breached any terms of this Agreement;
   2. you have materially breached any terms of our Website Terms of Use;
   3. you are in our opinion transmitting or otherwise connected with any ‘spam’ or any other form of unsolicited bulk email or communication;
   4. your continued membership may in our reasonable opinion adversely affect our goodwill or reputation;
   5. you have breached any of the warranties set out in this Agreement;
   6. breach of, or failure to follow, any other policies that you are required to adhere to (e.g. health and safety) in place from time to time;
   7. you or your company are convicted of a criminal offence;
   8. you pass away or, by reason of illness or incapacity (whether mental or physical), are incapable of managing your own affairs or become a patient under any mental health legislation;
   9. in the reasonable opinion of City Hive you are not acting as a reasonable member; or
   10. without affecting any other right or remedy available to it, City Hive may terminate this Agreement on giving not less than one months' notice to you for any reason.
3. We may discontinue the Website (and therefore terminate your membership and the Agreement) at any time for any reason without notice to you and we shall not be liable in any way for such actions.
4. If you are contracting as a consumer (and not a business) you may cancel your membership within 14 days of the commencement of the Agreement and we will provide you with a full refund of any sums paid by you to us relating to your membership.

CONSEQUENCES OF TERMINATION

1. Upon termination of this Agreement, your right to use the membership sections of our Website shall immediately cease. We have no obligation to maintain any of your posted content or any content within your membership section or otherwise on the Website.
2. Upon termination of this Agreement, we shall remove all advertising submitted to us without any liability to make any refund to you. We have no obligation to maintain any of your advertising content.
3. Any termination of this Agreement shall not affect any rights or liabilities that have accrued to us prior to such termination.

INTELLECTUAL PROPERTY

1. We are the owner or the licensee of all intellectual property rights, including (but not limited to) in our Website, and in all of the material published on it. Such works are protected by intellectual property laws and treaties around the world. All such rights are reserved. You must not reproduce in any format (including on another website) any part of our Website (including content, designs, look and feel) without our prior written consent. [e]
2. You grant us a perpetual, worldwide, royalty free, irrevocable licence to use all or any of your intellectual property rights in any materials, content or Contributions submitted or shown by you on our Website or at any Event.
3. You shall, at all times during and after the term of this Agreement, indemnify us and keep us indemnified against all losses, damages, costs, claims, charges, demands or expenses and other liabilities (including reasonable legal and professional fees) incurred by, awarded against or agreed to be paid by us arising directly or indirectly from any claim of infringement or alleged infringement (including the defence of such infringement or alleged infringement) of a third party’s intellectual property rights arising out of your use of our Website.
4. We reserve the right to change the format, functionality, style and layout of our Website as we see fit.
5. We reserve the right to migrate all of the data on the Website to any other Website or platform that we choose without any liability to any Member and without providing any advance notice.
6. You warrant that any materials, content or Contributions submitted or shown by you on our Website are your property and to the best of your knowledge you are not in any way infringing or potentially infringing on the intellectual property rights of any other third party.

LIMITATION OF LIABILITY

1. Notwithstanding any other term of this Agreement, we shall not limit or exclude any liability for death or personal injury to any person by our negligence or fraud or fraudulent misrepresentation or any liability which cannot be limited or excluded by applicable law.
2. Subject to Clause 15.1 above:
   1. we exclude all liability for any loss or damage suffered by you resulting from your use of our Website or your membership (including all consequential loss or damage howsoever caused); and
   2. in the event that we are found liable to you for any loss or damage arising from or in connection with this Agreement, this liability shall be limited to a sum equivalent to the aggregate amount of fees paid be you in the previous 12 months from the claim arising.
3. You specifically agree and acknowledge that we are not liable to you for any loss or damage, for offence caused or for any threatening, defamatory, obscene, offensive or illegal content uploaded to our Website by a third party or for the infringement of any of your rights (including intellectual property rights) arising from the conduct of a third party.
4. You agree and acknowledge that we have no liability for our Website not being available at any time nor any liability for the deletion, corruption or failure to store any materials or content maintained or transmitted by us through our Website.
5. We shall have no liability for any advice, views, recommendations or ratings given on our Website that are provided by third parties.
6. Where we provide any content on the Website that contains advice, views or recommendations, this is done on a generic basis without considering individual circumstances and we shall have no liability for any such content. Further, the content on our Website is provided on an "as is" basis, for general information only. It has not been audited or verified by any third party and is subject to change at any time, without notice.
7. Although we make reasonable efforts to update the information on our Website, we make no representations, warranties or guarantees, whether express or implied, as to the condition, quality, accuracy, suitability, fitness for purpose, completeness, or freedom from viruses of the information contained on our Website or that such content will be accurate, complete, up to date, uninterrupted or error free.
8. Our Website may contain links to third party websites. These links are provided solely as a convenience to you and not as an endorsement by us of the contents on such third-party sites and we expressly disclaim any representations regarding the content or accuracy of materials on such third-party websites. If you decide to access linked third-party websites, you do so at your own risk.
9. We may at our discretion amend or remove any content on our Website for any reason at any time and shall have no liability whatsoever in relation to such actions.
10. We have not verified or performed any checks on Members or business users that may contact you and we therefore disclaim all liability in relation to the actions of other Members, business users and any other third parties in relation to our Website. You should of course take all necessary precautions regarding your safety when corresponding with or meeting with other Members or other third parties.
11. We are not obliged to moderate any content on our Website and shall not be liable in any way for our failure to do so. We may remove at our complete discretion and without any liability any content added to our Website at any time by any person.

INDEMNITY

FORCE MAJEURE

Force Majeure

SEVERANCE

VARIATION

WAIVER

ASSIGNMENT

ENTIRE AGREEMENT

1. This Agreement, the Website Terms of Use and the Privacy Policy (both of which can be found on our Website) constitute the entire agreement between us and supersede all prior agreements, communications and proposals. In the event of any inconsistency between this Agreement and the Website Terms of Use or Privacy Policy, then the Website Terms of Use or the Privacy Policy (as the case may be) shall prevail.
2. No failure on the part of a party to exercise, nor delay by it in exercising, any right or remedy under this Agreement or otherwise available to that party at law shall operate as a waiver, nor shall any single or partial exercise or any right or remedy preclude any other further exercise of that right or remedy or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

THIRD PARTY RIGHTS

GOVERNING LAW AND JURISDICTION

1. This Agreement is governed by, and shall be construed in accordance with, the laws of England and Wales.
2. The parties agree that the English courts shall have exclusive jurisdiction to determine any dispute, controversy, suit, action, proceedings or claim of whatever nature arising out of or in any way in connection with this Agreement, its subject matter or its formation (including non-contractual disputes or claims) ("Proceedings"). Each party irrevocably submits to the exclusive jurisdiction of the English courts in respect of such Proceedings and waives any objection to any such Proceedings in such courts on the grounds of venue, waives any claim that Proceedings brought in such courts have been brought in an inappropriate or inconvenient forum and further waives the right to object, with respect to such Proceedings, that such courts do not have any jurisdiction over such party.