Hyve - Terms of Use for trainers

When you sign up to become a content provider for the Platform, you agree to abide by these Trainer Terms (“Terms”). These Terms cover details about the aspects of the Platform relevant to Trainers. Any capitalized terms that are not defined in these Terms are defined as specified in the Terms of Use.

As a Trainer, you are contracting directly with Hyve Buzz Pty Ltd (a corporation registered in Australia), regardless of whether another Hyve subsidiary or contracted agent facilitates payments to you. As a Trainer, you are responsible for all content that you post on the Platform, including video content, written materials and documents, landing page content, and announcements (Content).

We are a hosting agent for your Content. We will make available our Platform and to operate, manage, market and maintain the Platform upon which you may post and update your Content so that subscribers (Subscribers) to the Platform can watch, discover and be informed by all of the Content shared on the Platform (Services).

Trainer obligations

You represent and warrant that:

  • you will provide and maintain accurate account information;
  • you own or have the necessary licenses, rights, consents, permissions, and authority to authorize Hyve to use your Content as specified in these Terms and the Terms of Use;
  • your Content will not infringe or misappropriate any third party’s intellectual property rights;
  • you have the required qualifications, credentials, and expertise (including education, training, knowledge, and skill sets) to instruct, teach and offer the services that you offer through your Content and use of the Services;
  • you will respond promptly to Subscribers and ensure a quality of service that corresponds with the standards of your industry and instruction services in general;
  • be fully responsible for your Content on the Platform and ensure it complies with all applicable laws;
  • you will comply with all terms of this agreement and any directions or guidelines issued by us from time to time;
  • if you are paid for exclusivity by us, you will ensure that you do not enter into or allow any arrangements which directly or indirectly, supplies or provides Content, gives any rights to, facilitates, assists, or supports any supply or provision, upload, download or posting or publication, distribution, broadcast of Content to a third party which has a business similar to or competing with the business of Hyve or its affiliates, and the Platform;
  • you will give us permission to use you and your employee names and profile pictures in provision of the Services or on the Platform and they may be used next to or in connection with ads, offers and other sponsored content that is displayed across our Platform or any social media channels or platforms, without any compensation to you;
  • you will allow us to determine at our absolute discretion the best subscription model for access to your Content and which may affect the remuneration model and the period for which your Content needs to be made available on our Platform;
  • you will comply with all applicable third-party terms of service used by the Platform, such as third party streaming services, and as otherwise advised by us to you. You warrant that you will not:
  • post or provide any inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, incorrect, infringing, defamatory or libellous content or information;
  • post or transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, or any other form of solicitation (commercial or otherwise) through the Services or to any user;
  • use the Services for business other than providing fitness, wellness, nutrition and health tutoring, teaching, and instructional services;
  • engage in any activity that would require us to obtain licenses from or pay royalties to any third party, including the need to pay royalties for the public performance of a musical work or sound recording;
  • frame or embed the Services (such as to embed a free version of a course) or otherwise circumvent the Services;
  • impersonate another person or gain unauthorized access to another person’s account;
  • interfere with or otherwise prevent other Trainers from providing their services or courses; or
  • abuse Hyve resources, including support services.

Licence

You grant Hyve the rights detailed in the Terms of Use to offer, market, and otherwise exploit your Content, and to sublicense it to users for these purposes directly or through third parties. This includes the right to add captions or otherwise modify content to ensure accessibility.

We may record all or any part of your Content for quality control and for delivering, marketing, promoting, demonstrating, or operating the Services. You grant Hyve permission in perpetuity to use your name, likeness, voice, and image in connection with offering, delivering, marketing, promoting, demonstrating, and selling the Services, your Content, or Hyve’s content, and you waive any rights of privacy, publicity, or other rights of a similar nature, to the extent permissible under applicable law.

The Trainer retains ownership rights in its Content. However, we may require the Trainer to grant certain rights to it under these Terms. By providing Content to the Service, you grant us a worldwide, exclusive, royalty-free, sub-licensable and transferable license to use that Content (including to reproduce, distribute, prepare derivative works, display and perform it) in connection with the Service our (and our successors’ and Affiliates’) business, including for the purpose of promoting and redistributing part or all of the Service.

The licenses granted by you will continue for such a reasonable period of time after its Content is removed or deleted from the Service. Additionally and for clarification, if your Content has been subscribed for by users, then we may continue to use and publish your Content for up to 12 months. The Trainer understands and agrees, however that Hyve may retain, but not display, distribute, or perform, server copies of your videos that have been removed or deleted.

Unless otherwise agreed, after a minimum period of 12 months usage of your Content, you may then have the right to remove all or any portion of your Content from the Services but which may be subject to a required notice period from us. Rights given to Subscribers before the Content’s removal will continue in accordance with the terms of those licenses (including any grants of lifetime access) and (2) Hyve’s right to use such Content for marketing purposes shall survive termination.

We may remove or take down any Content from the Platform for any reason whatsoever and in our absolute discretion. Typically we will remove any Content which is in breach of this Agreement, or any guidelines issued by Hyve, or may cause harm to users of the Services or Platform, or third parties.

If you have granted to us an exclusive right and licence to use your Content on our Platform, you must not for the term of that licence enter directly or indirectly into any arrangements or agreements which have the result of or effect of a third party publishing your Content on any media or platform.

Trust and safety

You agree to abide by Hyve’s trust and safety policy issued from time to time and other quality standards or policies prescribed by Hyve from time to time. You should check these policies periodically to ensure that you comply with any updates to them. You understand that your use of the Services is subject to Hyve’s approval, which we may grant or deny at our sole discretion.

We reserve the right to remove Content, suspend payouts, and/or ban Trainers for any reason at any time, without prior notice, including in cases where:

  • a Trainer or its Content does not comply with our policies or legal terms (including the Terms of Use);
  • a course falls below our quality standards or has a negative impact on the Subscriber experience;
  • a Trainer engages in behaviour that might reflect unfavourably on Hyve or bring Hyve or the Platform into public disrepute, contempt, scandal, or ridicule;
  • a Trainer engages the services of a marketer or other business partner which violates Hyve’s policies; or
  • as determined by Hyve in its sole discretion.

Relationship to subscribers

Trainers don’t have a direct contractual relationship with Subscribers, so the only information you’ll receive about Subscribers is what is provided to you through the Services. You agree that you will not use the data you receive for any purpose other than providing your services to those Subscribers on the Platform, and that you won’t solicit additional personal data or store Subscribers' personal data outside of the Platform. You will indemnify Hyve against any claims arising from your use of Subscribers' personal data.

Our hosting fee

We will charge a Hosting Fee for our Services to you, being the hosting and maintaining of your content on our Platform. The Hosting Fee charged to you will be notified to you in writing and may be varied from time to time.

Remuneration

We will pay you such amounts pursuant to our remuneration guidelines issued from time to time. Generally, remuneration will be based on the the number of Subscribers following your Content and the revenue generated by those Subscribers from month to month. We will pay you such an amount of the revenue generated by those Subscribers (as determined under our remuneration guidelines) less our Hosting Fee, transaction and processing fees and disbursements. The remuneration model may factor in the exclusivity use of Content. If you are subject of any of the promotional programs we offer in relation to your Content, the relevant revenue may be different and will be as specified any our promotions policy. Our determination of the remuneration you are eligible to under our remuneration guidelines will be final and binding, and made at our absolute discretion notwithstanding manifest error. Your only and sole remedy will be to remove your Content in accordance with these terms.

Hyve makes all Trainer payments in U.S. dollars (USD) regardless of the currency with which the sale was made. You will assume all transaction and payment processing fees and risk, including exchange rate risks, foreign currency conversion fees and wiring fees..

For us to pay you in a timely manner, you must own a PayPal or Payoneer account in good standing and must keep us informed of the correct email associated with your account.

Depending on the applicable remuneration model, payment will be made within the end of the month following the month in which payment was made by Subscribers for the Content that was uploaded to the Platform. We reserve the right not to pay out funds in the event of identified fraud, violations of intellectual property rights, breaches of these Terms, or other violations of the law.

If we cannot settle funds into your payment account after the period of time set forth by your state, country, or other government authority in its unclaimed property laws, we may process the funds due to you in accordance with our legal obligations, including by submitting those funds to the appropriate government authority as required by law.

Taxation and compliance

As a condition of us providing Services to you and prior to and as a condition of making any payments to you, you will be required to provide us with any information and documentation (including identifying information and tax documentation) as we may determine at our absolute discretion to ensure our and your compliance with all applicable tax, financial and monetary transaction, anti-terrorism, and anti-money laundering laws and regulations, and any other laws and regulations we must comply with.

You are responsible for determining whether you are eligible to be paid by an Australian company. We reserve the right not to pay out funds in the event of identified fraud, violations of intellectual property rights, or other violations of the law. If we cannot settle funds into your payment account after the period of time set forth by your state, country, or other government authority in its unclaimed property laws, we may process the funds due to you in accordance with our legal obligations, including by submitting those funds to the appropriate government authority as required by law.

You are solely liable for and responsible for any tax, imposts, duties relating to or in connection with any payments made by us to you under this Agreement. If we are required to deduct or withhold taxes from a payment due to you under this Agreement, you authorise us to: (a) make those deductions or withholdings, or both; (b) pay the full amount deducted or withheld as required by the relevant law, and (c) do any other acts or things, and sign and file any documents on your behalf to comply with relevant tax law. Our payments due to you will be decreased by those amounts paid or deducted and you waive any rights to recover from us or claim against us those amounts.

You must upon demand indemnify us against any liability, cost, claim, expense, loss, penalty directly or indirectly arising from: (a) from any tax, charge, impost, or duty imposed or charged on us in connection with or in relation to a payment made to you under this Agreement; (b) any act or omission by us in relation to us paying, deducting or withholding any tax in connection with a payment under this Agreement or in accordance with our rights under this Agreement; (c) any increase in our costs as a result of changes in tax laws. You will absolutely release us from any liability or claim for any loss, cost, penalty, charge, expense suffered by you or arising as a direct or indirect result of an act or omission by us in relation to us paying, deducting or withholding any tax in connection with a payment under this Agreement or in accordance with our rights under this Agreement. You understand and agree that you are ultimately responsible for any taxes on your income.

We may deduct or set-off any amounts you owe us under this indemnity or any other provision of this Agreement from any monetary amounts or any payment obligations or liabilities we owe you under this Agreement.

As reference to “tax” or “taxes” includes taxes, sales tax, GST, levies, imposts, deductions, charges, rates, duties, compulsory loans and withholdings levied or imposed by any governmental agency, including without limitation income, land, rating, stamp, transaction and withholding taxes, duties and charges, together with associated interest, penalties, charges, fees or other amounts.

Trademarks

While you are a published Trainer and subject to the requirements below, you may use our trademarks where we authorize you to do so in writing. If we authorise you to do so, you must: (a) only use the images of our trademarks that we make available to you, as detailed in any guidelines we may publish; (b) only use our trademarks in connection with the promotion and sale of your Content on the Platform; and (c) immediately comply if we request that you discontinue use.

You must not: (a) use our trademarks in a misleading or disparaging way; (b) use our trademarks in a way that implies that we endorse, sponsor, or approve of your Content or services; or (c) use our trademarks in a way that violates applicable law or in connection with an obscene, indecent, or unlawful topic or material.

Limitation of liability and indemnity

Other than as expressly stated in these Terms or as required by law, the Service is provided “as is” and Hyve does not make any specific commitments or warranties about the Service and any implied warranties or representations (whether by law or otherwise) are excluded.

Except as required by applicable law, Hyve, its Affiliates, officers, directors, employees and agents will not be responsible for any loss of profits, revenues, business opportunities, goodwill, or anticipated savings; loss or corruption of data; indirect or consequential loss, punitive damages suffered by the Trainer caused by: (a) errors, mistakes, or inaccuracies on the Service; (b) personal injury or property damage resulting from the use of the Service; (c) any unauthorized access to or use of the Service; (d) any interruption or cessation of the Service; (e) any viruses or malicious code transmitted to or through the Service by any third party; (f) any content whether submitted by a user or Hyve, including the use of the Trainer’s Content; and/or (g) the removal or unavailability of any Content, and this provision applies to any claim, regardless of whether the claim asserted is based on warranty, contract, tort, or any other legal theory.

To the extent permitted by applicable law, Hyve and its affiliates’ total liability for any claims arising from or relating to the Service is limited to the greater of: (a) the amount of revenue that Hyve has received in relation to the Trainer’s Content used by the Service in the 12 months before the date of the Trainer’s notice, in writing to Hyve, of the claim; or (b) AUD$500.

To the extent permitted by applicable law, the Trainer agrees to defend, indemnify and hold harmless Hyve, its Affiliates, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to lawyer’s fees) arising from: (i) the Trainer’s use of and access to the Service; (ii) the Trainer’s breach or violation of any term of these Terms; (iii) the breach or violation by the Trainer of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that the Trainer’s Content caused damage to a third party. This defence and indemnification obligation will survive this agreement and the Trainer’s use of the Service.

Deleting Your Account

Instructions on how to delete your Trainer account will be made available to you.

General terms

From time to time, we may update these Terms to clarify our practices or to reflect new or different practices (such as when we add new features), and Hyve reserves the right in its sole discretion to modify and/or make changes to these Terms at any time. If we make any material change, we will notify you using prominent means such as by email notice sent to the email address specified in your account, publishing new terms on our Platform or by posting a notice through our Services. Modifications will become effective on the day they are posted unless stated otherwise.

Your continued use of our Services after changes become effective shall mean that you accept those changes. Any revised Terms shall supersede all previous Terms.

You and we agree that no joint venture, partnership, employment, contractor, or agency relationship exists between us. These Terms are governed by the laws of Queensland, Australia and you agree to the non-exclusive jurisdiction of the Courts of that jurisdiction and any appeals from those Courts.

We may assign all rights and benefits and obligations of this Agreement to any third party, without your consent. You may not assign any rights and benefits and obligations of this Agreement to any third party, without our written consent.

If it turns out that a particular term of this Agreement is not enforceable for any reason, this will not affect any other terms. If you fail to comply with this Agreement and we do not take immediate action, this does not mean that we are giving up any rights that we may have (such as the right to take action in the future).