1. Applicability.

(a) These terms and conditions of sale (these “Terms”) are the only terms that govern the sale of the goods (“Goods”) and services (“Services”) by HIVE, LLC, a Florida limited liability company with an address of 311 S. Willow Avenue, Tampa, Florida 33606 (“Hive”), to the client named on the Proposal (“Client”). Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of the Goods and Services covered hereby, these Terms shall prevail.

(b) The accompanying Proposal (the “Proposal”) and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Client’s general terms and conditions of purchase regardless of whether or when Client has submitted its purchase order or such terms. Fulfillment of Client’s order does not constitute acceptance of any of Client’s terms and conditions and does not serve to modify or amend these Terms. Unless accepted by Client within thirty (30) days of the date of this Agreement, this Agreement shall automatically expire. Upon approval of the Proposal, construction documentation will be provided as specified in the Proposal.

(c) Notwithstanding anything to the contrary contained in this Agreement, Hive may, from time to time change the Services without the consent of Client provided that such changes do not materially affect the nature or scope of the Services, or the fees or any performance dates set forth in the Proposal.

(d) Client agrees and hereby acknowledges that when using Hive’s Website, Client shall be bound by and subject to and terms of service set forth on Hive’s website.
Hive’s Privacy Policies can be found at: https://hivestyle.com/privacy-policy.

2. Delivery of Goods and Performance of Services.

(a) Client acknowledges and agrees that Hive is under no obligation to order any Goods or schedule any Services until such time as Client has paid any required deposit or retainer and signed this Agreement.

(b) The Goods will be delivered within a reasonable time after the receipt of Client’s Proposal confirmation and payment, subject to availability of Goods. Hive shall not be liable for any delays, loss, or damage in transit.

(c) Hive shall use reasonable efforts to meet any performance dates to render the Services specified in the Proposal, and any such dates shall be estimates only. If, because of unforeseen circumstances, this project exceeds performance dates, Client agrees to be invoiced on an agreed upon “time and materials” rate for any and all additional labor and materials as may be needed to complete this project. For more information regarding frequent instances which may increase the price of a project, please visit see Hive’s “No Surprises Policy.”

(d) With respect to the Services, Client shall (1) cooperate with Hive in all matters relating to the Services and provide such access to Client’s premises, and such office accommodation and other facilities as may reasonably be requested by Hive, for the purposes of performing the Services; (ii) respond promptly to any Hive request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Hive to perform Services in accordance with the requirements of this Agreement; (iii) provide such customer materials or information as Hive may request to carry out the Services in a timely manner and ensure that such customer materials or information are complete and accurate in all material respects; and (iv) obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start.

3. Cancelation.

(a)  ALL ORDERS ARE CONSIDERED SPECIAL ORDERS OR CUSTOM DESIGN ORDERS AND ARE CLIENT SPECIFIC, ONCE A PROPOSAL IS APPROVED, HIVE WILL PURCHASE AND/OR REQUEST THE GOODS.

(b) Liquidated Damages. Client acknowledges and agrees that cancelation of its order shall be deemed a material breach of this Agreement under this Section 3 (the “Client’s Breach”), Client shall pay to the Hive an amount equal to 50% of the Total Price (the “Liquidated Damages”). The parties intend that the Liquidated Damages constitute compensation, and not a penalty. The parties acknowledge and agree that the Hive’s harm caused by a Client’s Breach would be impossible or very difficult to accurately estimate at the time of this Agreement, and that the Liquidated Damages are a reasonable estimate of the anticipated or actual harm that might arise from a Client’s Breach. The Client’s payment of the Liquidated Damages is Client’s sole liability and entire obligation and Hive’s exclusive remedy for any Client’s Breach.

(c) Standard Goods Only. Notwithstanding the foregoing, orders for standard or non-custom Goods must be paid in full prior to or at the time the Goods are picked up. Once Hive provides notice that Goods have arrived, Client must, within thirty (30) days, pick up the subject Goods. Any delay on the part of Client in collecting the Goods will result in a monthly storage fee equal to $100 per cubic yard occupied by the Goods. Hive does not accept return of any installed equipment. For Goods which have been ordered, but not installed, Hive will charge 15% of the purchase price as a restocking fee (“Restocking Fee”). Client must pay the Restocking Fee before Hive will provide any credit or exchange.

4. Design.

All drawings, design, and specifications are contingent upon agreement and the payment of a non-refundable design retainer (“Design Retainer”). As preparation of a Proposal requires system design and engineering by a professional System’s Integrator, only one version of the Proposal will be prepared per Design Retainer. At Hive’s sole and absolute discretion, the Design Retainer may cover up to two (2) revisions to the Proposal and may include supporting documentation such as a scope-of-work summary, device location drawing, and conceptual renderings of the system as requested by the Client.

5. Shades.

(a) Once the Proposal has been accepted and the required deposit paid, Hive shall, within one (1) week, send a trained shade technician to make final measurements. For any new construction, measurements will only be taken AFTER all drywall, trim, window cranks, baseboards, and flooring has been installed. In order to reduce the light-gap, all shades are “standard roll” (roll toward the window). If Client, to accommodate large door handles, window cranks, door closers, or for any other purpose, requires “reverse roll” shades, Client must notify Hive prior to final measurements. All shades are custom and measured to the smallest light-gap possible on all sides. If Client requires a smaller gap due to large or oversized baseboards, Client shall, in writing and prior to final measurement, notify Hive.

(b) Upon Client’s request, Hive shall provide Client with the pocket size for the shades being installed; pocket sizes can also be located on the manufacturer’s website. All pockets are required to be at least 2″ larger on all dimensions to allow for proper installation of shades. Hive is not responsible for making the pockets and is not responsible if pockets are not made to the specifications provided. Client understands and acknowledges that where custom pockets are required, and Client requests changes to the product fabric after this Agreement has been signed, such fabric changes may affect the size of the pocket needed.

(c) Unless included in the Proposal, all remote controls are sold separately.

(d) All measurements and selections associated with shades are final. Client understands, acknowledges, and agrees that any errors or changes requested after the Proposal has been signed may result in an additional costs for return and reorder of shades and Change Order Fee.

11. Change Orders.
(a) Any change to the Service or Goods, following acceptance of this Agreement, shall be reflected in writing and mutually agreed upon by the parties (“Change Order”) and shall not invalidate this Agreement.
(b) Client may request a Change Order by submitting a request to Hive in writing. Hive shall not proceed with any change to its obligations under a Change Order request unless documented in a Change Order executed by both parties and all payments related to the Change Order have been made.
(c) Unless waived in writing by Client, Hive must, on or before fifteen (15)
business days following receipt of the requested change, submit a proposal to Client
including the increase or decrease, if any, in the Total Price resulting from such change. (i) Any increase in the Total Price, along with a $250 (“Change Order Fee”), shall be due and payable at the time of Client’s approval of the Change Order, for avoidance of doubt, any increase attributable to a Change Order shall not be added to the remaining / final payment amount due at completion.
(ii) If a Change Order results in a decrease to the Total Price, any such decrease will be applied as a reduction to the Total Price; for avoidance of doubt, Client will still be responsible for immediate payment of the Change Order Fee.(d) Notwithstanding anything to the contrary in this Agreement, no payment schedule adjustment will be binding on the parties unless expressly stated in a Change Order executed by both parties. Client acknowledges and agrees that any increase in the Total Price and Change Order Fee will be charged to any credit card on file.

(e) Client shall have until eight (8) weeks prior to delivery of the shades to change fabric or material; any request for changes to fabric after eight (8) weeks, will require Client to purchase and order a new set of shades.

6. Signal Strength.

Upon completion of the project, Hive’s technicians will perform an accurate and precise signal strength test. If necessary, Hive will provide recommendations to enhance the subject network. In order to achieve the desired coverage, additional extenders, controllers, and other devices may be needed. Hive cannot guaranty that any Client-supplied equipment will function with the control system proposed and additional parts and labor may be needed to integrate the Client-supplied equipment.

7. Client’s Acts or Omissions.

If Hive’s performance of its obligations under this Agreement is prevented or delayed by any act, including any requests for changes, or omission of Client or its agents, subcontractors, consultants, or employees, Hive shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Client, in each case, to the extent arising directly or indirectly from such prevention or delay; changes to schedule or project timelines, unless mutually agreed upon in writing, shall not serve as cause for any delay in Client’s payment obligations to Hive.

8. Nonconforming Goods.

Hive may, in the event the Goods are obsolete, unavailable, or discontinued, with Client’s written consent, replace the Goods with comparable models of equal or greater value. To the full extent permitted by law, Client shall hold Hive harmless in any and all instances where the Goods are unavailable, obsolete, or have been discontinued.

9. Price.

(a) Client shall purchase the Goods and Services from Hive at the prices set forth in Hive’s Proposal as of the date that Client accepts Hive’s Proposal and pays any necessary deposit. If the prices should be increased by Hive before a deposit is paid, then these Terms shall be construed as if the increased prices were originally inserted herein, and Client shall be billed by Hive on the basis of such increased prices.

(b) All prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any Governmental Authority on any amounts payable by Client. Client shall be responsible for all such charges, costs, and taxes; provided, that, Client shall not be responsible for any taxes imposed on, or with respect to, Hive’s income, revenues, gross receipts, personal or real property, or other assets.

(c) Unless specifically set forth in the Proposal, the costs associated with any Services or Goods shall not be included; “costs” shall include, but not be limited to, electrical, drywall, painting, cabinetry, permit fees, underground trenching, and laying or supplying conduit for outside wiring.

10. Payment Terms.

(a) The total amount to be paid by Client for the Goods and Services (subject to additions and deductions by written change order) shall not exceed the Total Price as set forth in in the Proposal.

(b) Client shall make progress payments in accordance with the payment schedule as set forth in the Proposal. Client understands and acknowledges that any payment schedule as set forth in the Proposal shall be treated as an approximation.

(c) Client shall pay all invoiced amounts due to Hive on receipt of Hive’s invoice. Client shall make all payments hereunder by wire transfer, cash, check, or the following major credit cards: Visa, Mastercard, American Express, and Discover. Allcredit card payments shall be subject to a 4% convenience fee. For recurring payments, such as security alarm monitoring, only Mastercard and Visa will be accepted.

(d) Client shall pay interest on all late payments at the lesser of the highest rate permissible under applicable law, calculated daily and compounded monthly. Client shall reimburse Hive for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under these Terms or at law (which Hive does not waive by the exercise of any rights hereunder), Hive shall be entitled to suspend the delivery of any Goods or performance of any Services and stop Goods in transit if Client fails to pay any amounts when due hereunder.

(e) As a result of Hive’s need to open, test, and burn-in Goods, all Goods must be paid for prior to being delivered to Client’s property. Any final payment of the Total Price shall be due immediately upon completion of the project.

(f) Client shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Hive, whether relating to Hive’s breach or otherwise. Client agrees and acknowledges that if it wrongly disputes any payment or credit card charge, or otherwise causes a delay or disruption in the payment process, Hive may, in its sole and absolute discretion, charge the greater of $500 or 10% of the Total Price as an additional administrative fee.

11. Change Orders.

(a) Any change to the Service or Goods, following acceptance of this Agreement, shall be reflected in writing and mutually agreed upon by the parties (“Change Order”) and shall not invalidate this Agreement.

(b) Client may request a Change Order by submitting a request to Hive in writing. Hive shall not proceed with any change to its obligations under a Change Order request unless documented in a Change Order executed by both parties and all payments related to the Change Order have been made.

(c) Unless waived in writing by Client, Hive must, on or before fifteen (15) business days following receipt of the requested change, submit a proposal to Client including the increase or decrease, if any, in the Total Price resulting from such change.

(i) Any increase in the Total Price, along with a $250 (“Change Order Fee”), shall be due and payable at the time of Client’s approval of the Change Order, for avoidance of doubt, any increase attributable to a Change Order shall not be added to the remaining / final payment amount due at completion.
(ii) If a Change Order results in a decrease to the Total Price, any such decrease will be applied as a reduction to the Total Price; for avoidance of doubt, Client will still be responsible for immediate payment of the Change Order Fee.

(d) Notwithstanding anything to the contrary in this Agreement, no payment schedule adjustment will be binding on the parties unless expressly stated in a Change Order executed by both parties. Client acknowledges and agrees that any increase in the Total Price and Change Order Fee will be charged to any credit card on file.

12. Limited Warranty.

(a) Hive warrants to Client that for a period of thirty (30) days from the date of completion (“Warranty Period”), that such Goods and Services will be free from material defects in material and workmanship.

(b) EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION

12(a), HIVE MAKES NO WARRANTIES WHATSOEVER WITH RESPECT TO THE GOODS OR SERVICES. ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED.

(c) Products manufactured by a third party (“Third Party Product”) may constitute, contain, be contained in, incorporated into, attached to, or packaged together with, the Goods. Hive would be glad to assist Client with service of any manufacturer-warrantied equipment throughout the life of said warranty, such service would be at Hive’s hourly service rate.

(d) With respect to any such Goods during the Warranty Period, Hive shall, in its sole discretion, either. (i) repair or replace such Goods (or the defective part) or (ii) credit or refund the price of such Goods, provided that, if Hive so requests, Client shall, at Hive’s expense, return such Goods to Hive.

(e) With respect to any Services subject to a claim during the Warranty Period, Hive shall, in its sole discretion, (i) repair or re-perform the applicable Services or (ii) credit or refund the price of such Services at the pro rata contract rate.

13. Limitation of Liability.

(a) In No Event Shall Hive Be Liable To Client Or Any Third Party For Any Loss Of Use, Revenue Or Profit Or Loss Of Data Or Diminution In Value, Or For Any Consequential, Indirect, Incidental, Special, Exemplary, Or Punitive Damages Whether Arising Out Of Breach Of Contract, Tort (Including Negligence), Or Otherwise, Regardless Of Whether Such Damages Were Foreseeable And Whether Or Not Hive Has Been Advised Of The Possibility Of Such Damages, And Notwithstanding The Failure Of Any Agreed Or Other Remedy Of Its Essential Purpose.

14. Third-Party Service Providers.

(a) It is understood and agreed that Hive may retain, third-party service providers to provide some of the Services to Client. In addition, Hive shall have the rightto hire third-party subcontractors to provide all or part of any Service hereunder. Hive shall not be required to obtain the prior written consent of Client to hire such subcontractor. Hive shall in all cases hold Client harmless with respect to Hive’s subcontractors and suppliers.

(b) If Hive refers or recommends any third-party service provider, Hive shall not be held liable or responsible for any work, product, service, act, or omission of such referral. Unless contracted by Hive, any work performed by a third-party service provider will be billed to Client directly from that third party service provider.

(c) Upon request, Hive will assist Client in scheduling any third-party service provider.

15. Insurance.

During the term of this Agreement, Hive shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability and workers’ compensation in a sum sufficient to protect from any claims to Client’s property.

16. Remodel.

(a) Client acknowledges and agrees that the Services are considered “remodels,” which often involve unforeseen work, additional duration of work, and may inconvenience Client and their family. Client hereby agrees that any such unforeseen work, additional duration, and inconvenience shall not be used as the basis to request or demand discounted Goods or Services.

(b) Client acknowledges and agrees that the project may (i) cause damage to drywall; and (ii) require additional electrical outlets, switches, or electrical relocation.

17. Termination.

In addition to any remedies that may be provided under these Terms, Hive may terminate this Agreement with immediate effect upon written notice to Client, if Client:

(a) fails to pay any amount when due under this Agreement;

(b) has not otherwise performed or complied with any of these Terms, in whole or in part; or

(c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.

18. Waiver.

No waiver by Hive of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Hive. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

19. Force Majeure.

Hive shall not be liable or responsible to Client, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Client to make payments to Hive hereunder), when and to the extent such failure or delay is caused by or results from acts beyond Hive’s (“Impacted Party”) control, including, without limitation, the following forcemajeure events (“Force Majeure Event(s)”):

(a) acts of God;

(b) flood, fire, earthquake, or explosion;

(c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest;

(d) government order, law, or actions;

(e) embargoes or blockades in effect on or after the date of this Agreement;

(f) national or regional emergency;

(g) strikes, labor stoppages or slowdowns, or other industrial disturbances;

(h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; or

(i) other events beyond the control of the Impacted Party.

Hive shall give notice within five (5) days of the Force Majeure Event to the Client, stating the period of time the occurrence is expected to continue. Hive shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. Hive shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that Hive’s failure or delay remains uncured for a period of thirty (30) days following written notice given by it under this Section 19, either party may thereafter terminate this Agreement upon written notice. 20. Assignment. Client shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Hive. Any purported assignment or delegation in violation of this Section 20 is null and void. No assignment or delegation relieves Client of any of its obligations under this Agreement.

21. Relationship of the Parties.

The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

22. No Third-Party Beneficiaries.

This Agreement is for the sole benefit of the parties here to and their respective successors and permitted assigns and nothing here in, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

23. MANDATORY ARBITRATION.

Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be submitted to and resolved by final and binding arbitration to be held in Hillsborough County, Florida, before a single arbitrator, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, formation, or enforceability of this agreement, including but not limited to the arbitrability of any dispute between the parties.

24. Governing Law.

This Agreement and any arbitration shall be governed by the Revised Florida Arbitration Code (“RFAC”). The arbitrator shall apply the substantive state or federal law (including the applicable statute of limitations) as applicable to the claim(s) asserted in arbitration. Claims arising under federal law shall be determined in accordance with federallaw. Common law claims shall be determined in accordance with Florida substantive law, without regard to its conflict of law principles.

25. Arbitration Fees and Costs.

Each party shall pay its own deposition, witness, expert, and attorneys’ fees and other expenses to the same extent as if the matter were being heard in court. However, if any party prevails, the arbitrator may award the prevailing party their reasonable attorneys’ fees. The arbitrator shall resolve any dispute as to the reasonableness of any fees or costs awarded under this section.

26. WAIVER OF TRIAL BY JURY.

The parties understand and fully agree that by agreeing to arbitrate, they are giving up their constitutional right to have a trial by jury, and are giving up their normal rights of appeal following the issuance of the arbitrator’s award except as applicable law provides for judicial review of arbitration proceedings.

27. Notices.

All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to Hive at the addresses set forth in Section 1 of this Agreement and to Client at the most current address available in Hive’s records or to such other address that may be designated by the receiving party in writing.

All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section 27.

28. Non-Disparagement.

Client agrees that, unless required to do so by legal process, they will not make any disparaging statements or representations, either directly or indirectly, whether orally or in writing, by word or gesture, to any person whatsoever, about Hive or any person or entity affiliated with Hive. For purposes of this paragraph, a disparaging statement or representation is any communication which, if publicized to another, would cause or tend to cause the recipient of the communication to question the business condition, integrity, competence, good character, or product quality of Hive. This non-disparagement provision is material to this Agreement and its violation shall constitute a breach of this Agreement.

29. Photograph Consent.

Client hereby consents for photographs and/or video images to be taken of Client’s property by Hive, its technicians, and staff. Client understands that any such images may be used for purposes of training or marketing (website, print, digital, or social media). By consenting to photograph and/or video images, Client understands that it will not be entitled to compensation from Hive or any related party.

30. Automated Communication.

Client agrees to receive automated promotional, scheduling, and payment reminder text messages. This Section 30 is NOT a condition of purchase. Client acknowledges and agrees that it may receive up to four (4) messages per month. Client shall be provided with an email allowing it to opt in; to opt out, Client must simply reply “STOP.” Message and data rates may apply.

31. Severability.

If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

32. Survival.

Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Insurance, Compliance with Laws, Confidential Information, Governing Law, Mandatory Arbitration, and Survival.

33. Amendment and Modification.

These Terms may only be amended or modified in a writing stating specifically that it amends these Terms and is signed by an authorized representative of each party.