Terms of Service

1. Service Description

The Software provides e-commerce optimization functionality for Customer, including automated adjustment of commercial parameters (such as shipping thresholds and delivery promises), A/B testing, and conversion analytics. The Software integrates with the Customer's Shopify store via API scopes authorised by the Customer. The Software operates using data-driven and machine-learning methods. Its outputs are probabilistic. Hive does not guarantee specific commercial results.

2. Access Requirements

1. By installing the Software, the Customer represents and warrants that:
   (a) it is a business acting in a commercial capacity and not a consumer within the meaning of § 13 BGB;
   (b) it has the legal right to provide to Hive all store data and other information made accessible through the Software, and such provision does not violate any third-party rights or applicable law;
   (c) it has implemented, and will maintain throughout the term, all legally required privacy notices, cookie disclosures, and consent mechanisms in its online store as required under applicable data protection law, including the GDPR;
   (d) it acknowledges that the Software employs automated and AI-based optimisation methods and that activating any configuration or parameter through the Software constitutes an informed business decision for which the Customer bears sole commercial responsibility.

2. These warranties are given at the point of installation and on a continuing basis for as long as the Customer uses the Software. Breach of any of these warranties entitles Hive to suspend or terminate access pursuant to Section 9.

3. Customer Responsibilities

1. The Customer is responsible for:
   (a) verifying that all commercial parameters set in the online store and used as reference by the Software (shipping rules, discounts, product updates, customer segmentation, etc.) comply with Customer’s business policies before activating them in production;
   (b) ensuring that the Software is not used for any unlawful purpose or in any manner that could damage, disable, or impair the Software or interfere with any other party's use of it.

2. The Customer shall not:
   (a) attempt to gain unauthorised access to any part of the Software or its underlying infrastructure;
   (b) use outputs or data derived from the Software to develop or train competing products or services.

4. Data Privacy

1. By installing the Software, the Customer authorises Hive to access Shopify store data (including orders, products, customers, shipping settings, discounts, and customer events) to the extent necessary to provide the Software's functionality.
2. Where Hive processes personal data on behalf of the Customer, Hive acts as processor and the Customer acts as controller within the meaning of Art. 4 GDPR. Such processing is governed by the Data Processing Agreement (“DPA”) incorporated into or entered into alongside the applicable Agreement.

5. Fees

The fees charged by Hive to Customer in connection with the Software are governed exclusively by the applicable Agreement.

6. Intellectual Property

All rights in and to the Software, including its software, algorithms, models, and documentation, remain with Hive or its licensors. The Customer receives a limited, non-exclusive, non-transferable right to use the Software solely for the purposes contemplated by these Terms. The Customer may not copy, modify, reverse engineer, or redistribute the Software. The Customer  retains all rights in its own store data.

7. Limitation of Liability

Liability in connection with the Software between the Parties is governed exclusively by the applicable Agreement. Nothing in these Terms excludes liability for damages caused by intent or gross negligence, for death or personal injury, or where liability cannot be excluded under mandatory applicable law.

8. Shopify Platform Dependency

The Software operates exclusively within and is dependent on the Shopify platform. Hive's ability to provide the Software is contingent on Shopify maintaining the availability of its platform and API functionality on terms that permit the Software's operation. Hive bears no responsibility for any degradation, interruption, or discontinuation of the Software's functionality resulting from changes to Shopify's platform, API terms, or access policies. In such circumstances Hive will use reasonable efforts to notify the Customer and, where feasible, adapt the Software accordingly.

9. Suspension and Termination

1. Hive may suspend or terminate the Customer's access to the Software with immediate effect if the Customer materially violates these Terms, misuses API scopes, or interferes with the Software's operation.
2. The Customer may uninstall the Software at any time via the Shopify admin. Uninstalling immediately revokes Hive's API access.
3. Termination of access to the Software does not affect any rights or obligations already accrued under the applicable Agreement.

10. Data Deletion

Upon uninstallation, Hive ceases data collection immediately and deletes stored Customer data within the timeframe set out in the DPA.

11. Changes to the Software and Terms

1. Hive may update the Software and these Terms from time to time for valid reasons, including changes in applicable law, regulatory requirements, or the Software's functionality, provided such changes are reasonable for the Customer.
2. Hive will notify the Customer of any material changes at least fourteen (14) days before they take effect, by email or through a notice within the Software. If the Customer does not object within this period, the changes are deemed accepted. Hive will expressly draw the Customer's attention to this consequence in the notice. The Customer's right to terminate access to the Software pursuant to Section 9 remains unaffected.

12. Governing Law and Jurisdiction

These Terms are governed by the laws of the Federal Republic of Germany, excluding its conflict-of-laws rules. To the extent permitted by applicable law, the parties submit to the non-exclusive jurisdiction of the Berlin Regional Court (Landgericht Berlin) for any disputes arising out of or in connection with these Terms.

13. General Provisions

1. Capitalised terms used but not defined in these Terms have the meaning given to them in the applicable Agreement between the Parties.
2. If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force. The invalid provision shall be replaced by a valid provision that comes as close as possible to the intended economic purpose.
3. The Customer may not assign these Terms without Hive's prior written consent. Hive may assign its rights and obligations to an affiliated entity or in connection with a restructuring or sale of business.
4. Failure to enforce any provision does not constitute a waiver of the right to enforce it subsequently.

14. Notices

1. Operational notices and communications under these Terms (including notifications of changes to the Software or these Terms) may be delivered by email to the address associated with the Customer's Shopify account or through a notification within the Software, and are deemed received on the day of delivery provided no delivery failure notification is received by the sender. Hive's address for such notices is:
   Hive Technologies GmbH
   Karl-Liebknecht-Str. 14, 10178 Berlin, Germany
   shopoptimizer@hive.app

2. Formal legal notices shall be sent to the addresses set out in the applicable Agreement.