Last revised on: March 24, 2025

Welcome to Hyv! We provide an online platform to help healthcare professionals and federal contract employers connect. 

1.   Acceptance of Terms 

These Terms of Use (“Terms”) are entered into by and between you and 230 Out LLC, DBA Hyv (“Hyv”, “us”, “our”, and “we”).  These Terms set forth the legally binding terms and conditions that govern your use of the website located at www.thehyv.com, and associated content, communications, and services (the “Hyv Platform”, or the “Platform”.) By accessing or using the Hyv Platform, and by signing up for services or communications, or applying for jobs through the website, you are accepting these Terms, and you represent and warrant that you have the right, authority, and capacity to enter into these Terms. 

If you are accessing the Hyv Platform as a recruiter on behalf of an employer or a contracting company, your access to and use of the Hyv Platform and our processing of your personal information is governed by a written agreement between Hyv and the employer or contracting company.

Please read these Terms carefully. You may not access or use the Hyv Platform or accept the Terms if you are not at least 18 years old. If you do not agree with all of the provisions of these Terms, do not access and/or use the Hyv Platform. 

Our collection and use of all personal information via the Hyv Platform is governed by our Privacy Policy. By using the Hyv Platform, you consent to Hyv’s collection, use, and sharing of your information as provided in our Privacy Policy.

THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE, AND LIMIT OUR LIABILITY.

2. Modification of Terms

Hyv may, in its sole discretion, modify these Terms at any time effective upon posting the modified Terms on the Hyv Platform, with or without additional notice to you. You are responsible for regularly reviewing information posted on the Hyv Platform to obtain timely notice of such changes. If you do not agree to the amended terms, you agree to immediately stop using the Hyv Platform and to provide Hyv notice to remove you from any distribution or communication lists that are available to you through your use of the Hyv Platform. YOUR CONTINUED USE OF THE HYV PLATFORM AFTER POSTING OF UPDATED TERMS (OR OTHER NOTIFICATION, IF ANY) MEANS YOU ACCEPT AND AGREE TO BE BOUND BY THE MODIFIED TERMS OF USE.

3.   Hyv Platform Profile 

3.1     Profile Building and Job Application.  In order to use certain features of the Hyv Platform (e.g., to apply for a job), you must enter basic information and/or enter your preferences into a profile. It is a condition of your use of the Hyv Platform that all information you provide on the Platform is correct, current, and complete. You agree that all information you provide to register on the Hyv Platform, including but not limited to through the use of any interactive features on the Platform, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy. In accordance with these terms (1) register your Profile in your own legal name; (2) be permitted to legally work within the United States and (3) provide Hyv with true, accurate, current and complete information as prompted by the registration forms, and update and maintain the truthfulness, accuracy and completeness of such information for as long as your Profile is valid. You may delete your Profile at any time, for any reason, by following the instructions on the Hyv Platform or by emailing a request to info@thehyv.com. Hyv may suspend or terminate your Profile in certain circumstances (See Section 6 below). 

3.2     Account Responsibilities. If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Hyv Platform or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

4.   Access to and Use of the Hyv Platform 

4.1     License. Subject to these Terms, Hyv grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Hyv Platform solely for your own personal, non-commercial use.

4.2     Restrictions.  The rights granted to you in these Terms, and your use of the Hyv Platform, are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Hyv Platform, whether in whole or in part, or any content displayed on or accessible through the Hyv Platform; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Hyv Platform; (c) you shall not access or use the Hyv Platform for benchmarking or competitive research purposes or for the purpose of developing a similar or competitive website, product, or service; (d) except as expressly stated herein, no part of the Hyv Platform may be copied, reproduced, harvested, scraped, crawled, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Hyv reserves the right to conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Hyv Platform for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials. Unless otherwise indicated, any future release, update, or other addition to functionality of the Hyv Platform shall be subject to these Terms; you shall not use software or automated agents or scripts to produce multiple accounts on the Hyv Platform, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Hyv Platform.  All copyright and other proprietary notices on the Hyv Platform (or on any content displayed on the Hyv Platform) must be retained on all copies thereof.

4.3     No Promise of Support, Maintenance, or Back-up. You acknowledge and agree that Hyv will have no obligation to provide you with any support or maintenance in connection with your use of the Hyv Platform. Do not use Hyv as your only place of storage or back up of your professional information. Hyv is not obligated to backup any profile, preference, or account information, and such content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your professional information.

4.5     Ownership.  Excluding any User Content or Personal Content that you may provide (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Hyv Platform and its content are owned by Hyv or Hyv’s licensors, suppliers, customers or partners. Neither these Terms (nor your access to the Hyv Platform) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access and use rights expressly set forth in these Terms. There are no implied licenses granted under these Terms. All trademarks, logos and service marks displayed on the Hyv Platform are the property of Hyv or the property of third parties. You are not permitted to use these marks without our prior written consent or the consent of Hyv or of the third party that own the trademarks.

5. User Content and Personal Content

5.1     Content. 

(a) “Personal Content” means any and all personal background information and content that an individual user submits to the Hyv Platform or shares with anyone via the Hyv Platform (e.g., your resume, your job preferences). You are solely responsible for your Personal Content, and you represent and warrant its accuracy and truthfulness. You assume all risks associated with your Personal Content, including any reliance by others, such as recruiters, on its accuracy, completeness or usefulness. You are also responsible for your sharing with recruiters of Personal Content that personally identifies you or any third party, such as your professional references. You hereby represent and warrant that your Personal Content does not violate our Acceptable Use Policy (see below). You may not represent or imply to others that your Personal Content is in any way created, sponsored or endorsed by Hyv. 

(b) “User Content” means any and all information and content submitted or shared on the Hyv Platform outside of the information covered under Personal Content (e.g., job descriptions, communications with recruiters, reviews, information from partner companies). You are solely responsible for your User Content and you represent and warrant its accuracy and truthfulness. You assume all risks associated with your User Content, including any reliance by others, such as recruiters, on its accuracy, completeness or usefulness. You are also responsible for your sharing of User Content that identifies you, your company, its affiliates, or any third parties. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (see below). You may not represent or imply to others that your User Content is in any way created, sponsored or endorsed by Hyv. 

5.2     License. You hereby grant (and you represent and warrant that you have the right to grant) to Hyv an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, including modifying, analyzing, parsing, categorizing, and otherwise using and exploiting your Personal Content and / or User Content, to deliver and improve on Hyv’s services to healthcare professionals, recruiters, and employers. You also authorize Hyv to use your Personal Content and / or User Content to create de-identified aggregate data sets that may be made publicly available. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your Personal Content or User Content.

If you provide Hyv with any feedback or suggestions regarding the Hyv Platform, you agree that Hyv shall have the right to use and fully exploit such feedback as Personal Content or User Content. Hyv will treat any feedback you provide to Hyv as non-confidential and non-proprietary. You agree that you will not submit to Hyv any information or ideas that you consider to be confidential or proprietary. You agree you will not submit any ideas or information to Hyv that may be considered confidential or proprietary by a third party.

5.3     Acceptable Use Policy.  The following terms constitute our “Acceptable Use Policy”:

(a)     You may not, and your Personal Content or User Content may not (i) violate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) be unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, or patently offensive; (iii) promote racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iv) be harmful to minors in any way; or (v) violate of any law, regulation, obligations, or restrictions imposed by any third party.

(b)     In any use of the Hyv Platform, and in any interaction with recruiters, employers, Hyv contacts, other healthcare professionals or Hyv staff, you may not: (i) upload, transmit, or distribute to or through the Hyv Platform any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Hyv Platform unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Hyv Platform to scrape, harvest, collect, gather or assemble information, content or data including job listings or candidate profiles with automated means, or (iv) interfere with, disrupt, create a security risk on or undue burden on, servers or networks connected to the Hyv Platform, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Hyv Platform (or to other computer systems or networks connected to or used together with the Hyv Platform), whether through password mining, providing false account or profile information, IP blocker or login requirement circumvention, disregarding our robots.txt file or any other means; (vi) intercept any communication between users of the Platform or between users and recruiters, or (v) interfere with any other user’s use and enjoyment of the Hyv Platform, including by burdening the Hyv Platform servers due to high volume traffic or server calls. 

5.4     Export Restrictions. The Hyv Platform may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Hyv, or any products utilizing such data, in violation of the United States export laws or regulations.

5.5     Enforcement.  We reserve the right (but have no obligation) to review any Personal Content or User Content, or interaction with candidates, recruiters or employer, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise harm or create any risk for us or any other person. Such action may include removing or modifying your Personal Content or User Content, terminating your access or account in accordance with Section 6 below, and/or reporting you to law enforcement authorities.

6.     Termination  

Hyv reserves the right, in its sole discretion, and with or without notice to you, to immediately terminate your account and/or access to all or part of the Hyv Platform, to remove your profile or account, and/or any User Content or Personal Content posted by or about you, and/or to terminate your access to and communication to and through the Hyv Platform if: (i) Hyv determines that you are not eligible to use the Hyv Platform, you have mis-used or mis-appropriated the Hyv Platform, (ii) you have violated the Terms, (iii) you are not suitable for participation as a healthcare professional, or (iv) you have been inactive on the Platform for more than 12 months. Upon any termination of your access or account, Hyv shall be under no obligation to provide you with a copy of any information or Personal Content or User Content posted by or about you on the Hyv Platform. If we terminate your access, we have no obligation to notify you of the reason, if any, for your termination. Hyv will not have any liability whatsoever to you for any termination of your access or deletion of your Personal Content or User Content. Hyv’s right to terminate access shall be in addition to and not in substitution of any other rights and remedies available to Hyv under applicable law or these Terms.

Hyv reserves the right, at any time, to modify, suspend, or discontinue the Hyv Platform of certain of its features with or without notice to you. You agree that Hyv will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Hyv Platform or any part thereof. 

All provisions of these Terms which by their nature should survive termination shall survive the termination of your account or access to and use of the Hyv Platform, including, without limitation, provision regarding ownership, warranty disclaimers, indemnity, and limitations of liability.

7.   Electronic Communications and Communication Services

7.1    Electronic Contracting. By using the Hyv platform, you agree to allow Hyv to communicate with you electronically, and you consent to electronic delivery of legal notices, documents, or products (including, without limitation, communications with respect to available jobs or positions to which you have applied) from Hyv or recruiters via the Hyv Platform, including, text messaging, phone or email. You also agree to check your email on a reasonably regular basis to stay apprised of important notices and information about your access and our Services.

7.2    Communications Services. By using Hyv services, you expressly consent and agree to accept and receive communications from us, our affiliates and/or our third-party vendors, as well as from recruiters, including via text (SMS) messages, calls, push notifications and other reasonable means at any of your contact numbers, email addresses or physical addresses including marketing related communications. By consenting to being contacted by Hyv, its affiliates or third-party vendors, and by recruiters, you understand and agree that you may receive communications, including marketing communications generated by automatic telephone dialing systems and technology, and/or which will deliver pre-recorded messages, sent by or on behalf of Hyv and its customers. 

(a)    You confirm that you are the subscriber to the phone number you provide to Hyv or that you are the customary user of that number on a family or business plan and that you are authorized to opt-in and provide consent to Hyv for receiving communications to such number as required under applicable law.

(b)    You acknowledge that you are not required to consent to receive promotional messages or communications from us as a condition of using the Hyv Platform or services. If a contact number you have provided to us is no longer your number, you agree to notify us promptly that you can no longer be reached at that number. You agree that all consents provided in this Section will survive termination of your access.

8.     Reliance on User Content, Personal Content, Job Listings and Third-Party Content

8.1     Personal Content and User Content.  Each Hyv Platform user is solely responsible for any and all of that user’s own Personal Content and/or User Content. Because we do not control or review Personal Content, you acknowledge and agree that we are not responsible for any Personal Content provided by users, and any reliance you place on such Personal Content is at your own risk. Because we do not control or review User Content, you acknowledge that we are not responsible for User Content provided by third parties such as employers, recruiters, partners, or advertisers, and any reliance you place on such User Content is at your own risk. We make no guarantees regarding the accuracy, currency, suitability, completeness, or quality of any Personal Content or User Content or any statement made by a healthcare professional to a potential employer, recruiter, partner, or advertiser, nor to that of any statement made by a recruiter, employer, partner, or advertiser, to any healthcare professional or other applicant or user. Your interactions with other Hyv Platform users, partners, employers, recruiters, or advertisers are solely between you and such individuals, companies, or company representatives. You agree that Hyv will not be responsible for any harm, loss, or damage incurred as the result of any such interactions. If there is a dispute between you and any Hyv Platform user, employer, recruiter, partner, or advertiser, we are under no obligation to become involved.

8.2 Job Listings and Recruiter Interactions.  Job listings appearing in response to a job search query or other user action generally appear in the order of relevance based on the job criteria selected by a user. However, job listing results may include job listings for which Hyv is compensated by employers, contractors, or agencies to increase their ranking. Hyv may choose to rank job listings based on a combination of relevance to the job criteria selected by the user and the type and amount of compensation paid to Hyv by employers, contractors, or agencies.

Hyv does not control, review or vet job listings posted by employers, contractors or agencies for accuracy, legality or currency. All job listings are the sole responsibility of the employer, contractor, agency, or other third party posting the open positions on behalf of an employer. Hyv does not assume and expressly disclaims any responsibility for the legality, accuracy, or reliability of any job listing. Hyv expressly disclaims any information given or statements made by or on behalf of employers, contractors, or agencies on or through the Hyv Platform, including any misstatements or misrepresentations about a job.

Your participation in a recruiting process with any employer, contractor, or agency via the Hyv Platform, and any dealings and interactions with such employer or agency, are between you and such employer, contractor or agency exclusively and do not involve Hyv. You are responsible for making your own investigation and obtaining all information that you deem necessary or appropriate before applying for a job, participating in recruiting activities, or accepting a job offer from an employer, contractor, or agency.

Your participation in a recruiting process with any Healthcare worker via the Hyv Platform, and any dealings and interactions with such Healthcare worker are between you and such Healthcare worker exclusively and do not involve Hyv. You are responsible for making your own investigation and obtaining all information that you deem necessary or appropriate before offering a job, participating in recruiting or credentialing activities, or submitting an application to federal offices.

Hyv however enables and encourages you to report any questionable activity or non-professional behavior. This can be initiated directly within the Hyv platform by sending an email on the Contact Us page.

8.3    Links to Third-Party Sites and Services.  Links from the Hyv Platform to external sites and services and associated third-party content (such as registered nursing license verification services) do not constitute an endorsement by Hyv of such sites, services or content, and are solely for users’ reference and convenience. Hyv does not control third-party sites, services or content, is not responsible for them, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to them. Such sites, services and content are governed by their respective owners’ terms of use and privacy policies, and not these Terms nor Hyv’s Privacy Policy. Hyv expressly disclaims any liability derived from the use and/or viewing of links that may appear on the Hyv Platform. 

9.     Copyright Policy

Hyv respects the intellectual property of others and requires that users of the Hyv Platform do the same. We have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials. If you believe that one of our users is, through content posted on the Hyv Platform, unlawfully infringing your copyright(s), and wish to have the allegedly infringing material removed, please provide to our designated Copyright Agent the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)):

1. 1. your physical or electronic signature;
   2. identification of the copyrighted work(s) that you claim to have been infringed;
   3. identification of the material on the Hyv Platform that you claim is infringing and that you request us to remove;
   4. sufficient information to permit us to locate such material on the Hyv Platform;
   5. your address, telephone number, and e-mail address;
   6. a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
   7. a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.

Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.

10.     Disclaimers 

THE HYV PLATFORM IS PROVIDED ON AN ‘AS IS, AS AVAILABLE’ BASIS WITHOUT WARRANTY OF ANY KIND AND ANY AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT ARE SPECIFICALLY DISCLAIMED. YOU ACCESS TO AND USE OF THE HYV PLATFORM AT YOUR OWN RISK. NEITHER HYV NOR ITS DIRECTORS, OFFICERS, AFFILIATES, AGENTS, EMPLOYEES, ASSIGNS OR LICENSORS SHALL BE LIABLE FOR ANY LOSS RESULTING FROM USE OR UNAVAILABILITY OF INFORMATION OR CONTENT ON OR IN CONNECTION WITH THE HYV PLATFORM. THIS DISCLAIMER IS APPLICABLE TO ANY DAMAGE OR INJURY RESULTING FROM NEGLIGENCE OR OMISSION OF HYV, COMPUTER VIRUS OR OTHER SIMILAR ITEM, TELECOMMUNICATIONS ERRORS, OR UNAUTHORIZED ACCESS TO, OR USE OF USER INFORMATION THROUGH THEFT OR ANY OTHER MEANS. WE ARE NOT LIABLE FOR CRIMINAL, TORTUOUS, OR NEGLIGENT ACTIONS OR OMISSIONS OF THIRD PARTIES THAT AFFECT THE HYV PLATFORM. IN NO EVENT WILL HYV OR ANY OF ITS DIRECTORS, OFFICERS, AFFILIATES, AGENTS, EMPLOYEES, ASSIGNS OR LICENSORS BE HELD LIABLE FOR ANY TORTUOUS OR ILLEGAL CONDUCT OF OTHER USERS. IN NO EVENT WILL HYV OR ANY OF ITS DIRECTORS, OFFICERS, AFFILIATES, AGENTS, EMPLOYEES, ASSIGNS OR LICENSORS BE HELD LIABLE FOR ANY DAMAGE TO EQUIPMENT, HARDWARE OR OTHER PROPERTY OF USER OR PERSONAL INJURY THAT ARISES IN CONNECTION WITH USE OF THE HYV PLATFORM.

ANY MATERIAL ACCESSED, DOWNLOADED, OR OTHERWISE OBTAINED THROUGH THE USE OF THE HYV PLATFORM IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM HYV OR THROUGH OR FROM THE HYV PLATFORM SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE TERMS, HYV DOES NOT REPRESENT OR WARRANT THAT (I) THE HYV PLATFORM WILL MEET YOUR REQUIREMENTS, (II) THE HYV PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE HYV PLATFORM WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE HYV PLATFORM WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE POWERING THE HYV PLATFORM WILL BE CORRECTED. YOU AGREE THAT FROM TIME TO TIME WE MAY REMOVE ACCESS TO THE HYV PLATFORM FOR INDEFINITE PERIODS OF TIME, OR DISCONTINUE THE HYV PLATFORM AT ANY TIME, WITHOUT NOTICE TO YOU.

BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, HYV’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

HYV SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU IN CONNECTION WITH THE HYV PLATFORM, AND YOU ACKNOWLEDGE AND AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK. HYV HEREBY DISCLAIMS ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.

11.     Indemnification  

You agree to indemnify, defend and hold harmless Hyv , its officers, directors, shareholder, employees, agents, successors, and assigns from and against all losses, liabilities, expenses, damages, claims, demands and costs, including reasonable attorneys’ fees and court costs due to or arising from: (a) any violation of these Terms by you; (b) the inaccurate or untruthful User Content or other information provided by you to Hyv or that you submit, transmit or otherwise make available through the Hyv Platform; or (c) any intentional or willful violation of any rights of another or harm you may have caused to another. Hyv reserves the right to have sole control of the defense of any such damage or claim.

12.     Limitations on Liability and Time to File Claims

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL HYV OR ITS DIRECTORS, OFFICERS, AFFILIATES, AGENTS, EMPLOYEES, ASSIGNS OR LICENSORS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE SERVICES, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE HYV PLATFORM, EVEN IF HYV HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. 

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN (INCLUDING WITH RESPECT TO ANY ARBITRATION AWARD TO YOU), OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS OR THE HYV PLATFORM (INCLUDING ITS CONTENT AND ANY SERVICES OBTAINED THROUGH THE HYV PLATFORM), FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE GREATER OF: (A) THE FEES WE HAVE EARNED FROM POSITIONS YOU HAVE ACCEPTED THROUGH THE SITE DURING THE 12 MONTH PERIOD PRECEEDING YOUR CLAIM OR (B) FIFTY US DOLLARS (U.S. $50.00). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. 

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE HYV PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

13    Governing Law and Jurisdiction

These Terms, and all claims relating to or arising out of this contract, or the breach thereof, whether sounding in contract, tort, or otherwise, shall be governed by the laws of the State of Arizona, including Arizona’s statutes of limitations governing your claim, without giving effect to its principles of conflicts of law, provided that the Federal Arbitration Act shall govern the interpretation and enforcement of Section 14, the Class Action Waiver and Arbitration Agreement.

In the event that the Arbitration Agreement does not apply to you or your particular claim or dispute per Section 14.8, or if as a result of a decision by the arbitrator or a court order the Arbitration Agreement is found not to apply to you or to your particular claim or dispute, then you agree that any claim or dispute that has arisen or may arise between you and Hyv must be resolved exclusively by a state or federal court located in the State of Arizona. You and Hyv agree to submit to the personal jurisdiction of the courts located within the State of Arizona for the purpose of litigating all such claims or disputes.

14. Arbitration Agreement - Prohibition of Class and Representative Actions and of Non-Individualized Relief

This Section 14 is referred to in these Terms as the “Arbitration Agreement”. PLEASE READ THIS SECTION CAREFULLY – THIS ARBITRATION AGREEMENT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. THIS ARBITRATION AGREEMENT REQUIRES YOU TO SUBMIT MOST DISPUTES WITH HYV TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS. YOU WILL NOT HAVE THE RIGHT TO HAVE YOUR CLAIMS HEARD BY A JURY.  YOU MAY OPT OUT OF THIS ARBITRATION AGREEMENT IN SOME CIRCUMSTANCES AS DETAILED IN SECTION 14.8 BELOW. 

ANY ARBITRATION AWARD PURSUANT TO THIS ARBITRATION AGREEMENT IS FINAL AND BINDING AND SUBJECT ONLY TO LIMITED REVIEW BY A COURT INCLUDING LIMITED RIGHTS TO APPEAL THE ARBITRATION AWARD.

14.1 Prohibition of Class and Representative Actions and of Non-Individualized Relief

YOU AND HYV AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ARBITRATION, ACTION OR PROCEEDING. UNLESS BOTH YOU AND HYV EXPRESSLY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AGAINST HYV AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED DOES NOT ENTITLE ANY OTHER PERSON TO SIMILAR RELIEF. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable, then the Arbitration Agreement in these Terms shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

Nothing in this Section 14.1 prevents you and Hyv from mutually agreeing to participate in a class-wide settlement of claims or for claims to be arbitrated on a batched basis.

14.2 Agreement to Arbitrate

By using the Hyv Platform, you agree that all claims or disputes relating to or arising out of the Hyv Platform or these Terms or the breach thereof, whether sounding in contract, tort, or otherwise that have arisen or may arise between you and Hyv shall be resolved exclusively through final and binding arbitration in accordance with the terms of this Arbitration Agreement, except for exceptions set forth in Section 14.8. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve the aforementioned claims and disputes, including all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms and any claim that all or any part of these Terms are void or voidable, or whether a claim is subject to arbitration.

Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. 

The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. If for whatever reason the rules and procedures of the Federal Arbitration Act cannot apply, the laws of the State of Arizona governing arbitration agreements shall apply. 

This Arbitration Agreement is intended to be interpreted broadly, and it applies to claims that arose, were asserted, or involve facts occurring before the existence of this Arbitration Agreement or any prior agreement as well as claims that may arise after the termination of this Arbitration Agreement, subject to and in accordance with Sections 14.8 (Right to Opt Out for Healthcare Professional Account Holders) and 14.10 (Future Changes to this Arbitration Agreement) below. If you agree to these Terms, you accept this Arbitration Agreement and any earlier arbitration agreement you had with Hyv is superseded by this Arbitration Agreement and will apply to any dispute regardless of when it arose.   

14.3 Pre-Arbitration Dispute Resolution

In order to resolve claims and disputes in a prompt, low‐cost and mutually beneficial outcome, You and Hyv agree that before either party commences arbitration against the other (or initiates any other judicial action as permitted by this Arbitration Agreement), you and Hyv will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any claim or dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the Informal Dispute Resolution Conference, but you must also appear and participate personally in the conference. The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party intends to commence individual arbitration; multiple individuals initiating claims cannot participate in the same Informal Dispute Resolution Conference. The party initiating a dispute must give written notice to the other party of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), and the Informal Dispute Resolution Conference shall occur within 45 days after the other party receives such Notice, provided the Notice qualifies with the requisites set forth below, and unless an extension is mutually agreed upon by the parties. Notice to Hyv that you intend to initiate an Informal Dispute Resolution Conference must be sent by registered mail to 7200 E Doubletree Ranch Rd #300 Scottsdale AZ 85258. The Notice must include: (1) your name, telephone number, mailing address, e‐mail address; (2) the name, telephone number, mailing address and e‐mail address of your legal counsel, if any; (3) a detailed description of your claim together with substantiation of the facts on which you base your claim, with sufficient detail for Hyv to assess its merits; and (4) the specific relief sought.

In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s claim. A good faith participation and engagement in the Informal Dispute Resolution Conference shall be and is a condition precedent and pre-requisite that must be fulfilled before commencing arbitration (or initiating any other judicial action as permitted by this Arbitration Agreement). The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.

14.4 Arbitration Procedures

(a) AAA Rules

You and Hyv agree that a claim or dispute that has not been resolved via the Informal Dispute Resolution Conference shall be finally resolved through binding arbitration (subject to the exceptions set forth in Section 14.8 below). 

Arbitration will be conducted by a neutral arbitrator in accordance with the rules of AAA that are in effect at the time the arbitration is initiated (collectively referred to as the “AAA Rules”), as modified by this Arbitration Agreement, and excluding the AAA Class Action Procedures. For information on AAA, please visit its website available at https://www.adr.org/Rules Information about AAA’s Rules and fees for consumer disputes can be found at the AAA consumer arbitration page available at https://adr.org/sites/default/files/Consumer%20Rules.pdf. If there is any inconsistency between the AAA Rules and this Arbitration Agreement, the terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms, including without limitation, the limitation of liability provisions in Section 12 of these Terms. 

The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Arizona and will be selected by the parties from AAA’s roster of arbitrators with experience in consumer and/or internet industry disputes. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Demand for Arbitration (as defined below), then AAA will appoint the arbitrator in accordance with the applicable AAA’s rules.

(b) Demand for Arbitration

If the Informal Dispute Resolution Conference has occurred and all requisites set forth in Section 14.3 above have been met, and the Informal Dispute Resolution Conference has not resolved the dispute satisfactorily to both parties within ninety (90) days after receipt of the Notice, you may commence an arbitration against Hyv by filing a demand for arbitration that includes: (1) the name, telephone number, mailing address, and e‐mail address of the party seeking arbitration; (2) a statement of the legal claims being asserted and the factual basis of those claims with sufficient detail as required in Paragraph (c) below; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution Conference; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration (“Demand for Arbitration”). You can find a sample Demand for Arbitration at https://www.adr.org/Most-Viewed-Forms. Three copies of the Demand for Arbitration, plus the appropriate filing fee must be filed with AAA, https://apps.adr.org/SimpleFile/faces/SimpleFile.jsf;jsessionid=2iuG8QrkPGf4cu5mhDftRX5xznIv9CLUeuTqqDNl0oBqDtl6SOUZ!1169170041, and one copy must be sent to Hyv at 7200 E Doubletree Ranch Rd #300 Scottsdale AZ 85258. For more information, see the AAA arbitration rules and forms, https://www.adr.org/active-rules. You may represent yourself in the arbitration or be represented by an attorney or another representative. Once we receive the copy of your filed Demand for Arbitration, we may assert any counterclaims we may have against you.

(c) Demand for Arbitration Must Contain Sufficient Information

Any Demand for Arbitration or counterclaim asserted by either party must contain sufficient information to provide fair notice to the other party of the asserting party’s identity, the claims being asserted, and the factual allegations on which they are based, and must include proof that the claimant is party to this Arbitration Agreement and to these Terms. The arbitrator may require amendment of any Demand for Arbitration or counterclaim that does not satisfy these requirements. The arbitrator has the right to impose sanctions for any claims the arbitrator determines to be frivolous or improper (under the standard set forth in Federal Rule of Civil Procedure 11), including for any claim filed on behalf of a claimant who is not a party to this Arbitration Agreement or these Terms.

(d) Arbitration Location or Via Written Materials

If the amount in controversy between you and Hyv exceeds $10,000, either party may request an arbitration hearing, and that hearing shall presumptively be held via video or telephone conference unless (i) the arbitrator determines there is good cause to hold an in-person hearing or (ii) the parties agree otherwise.  In the event there is an in-person hearing, the location of the hearing will be in Maricopa County or any other location as mutually agreed by the parties. If the amount in controversy between you and Hyv is less than $10,000, then the arbitration will be conducted solely by submission of written materials that you and we submit to the arbitrator, unless the arbitrator determines that a hearing is necessary or the parties agree otherwise. In such cases, the parties agree to remote participation in the hearing by video or telephone conference. 

(e) Arbitration Decision & Award

The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be written, and binding on the parties and may be entered as a judgment in any court of competent jurisdiction. The arbitrator will decide the substance of all claims in accordance with the laws of the State of Arizona, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different users or visitors of the Hyv Platform.

(f) Time to Initiate Proceedings 

Any Demand for Arbitration against Hyv must be commenced by providing a Notice to Hyv within one (1) year from the date you first knew or reasonably should have known of the act, omission or default giving rise to your claim. If applicable law prohibits a one (1) year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.

14.5 Costs of Arbitration

Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. Each party will be responsible for all other fees it incurs in connection with the arbitration, including without limitation, all attorney fees. In the event the arbitrator determines the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse Hyv for all fees associated with the arbitration paid by Hyv.

14.6 Confidentiality

All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrator, will be strictly confidential for the benefit of all parties.

14.7 Limited Rights to Appeal

Once the arbitrator has rendered their award, it is binding on the Parties, and it is not possible to appeal an arbitration award to a court on the usual appellate grounds under federal or state laws. Under AAA Rules, there are only very narrow grounds on which parties may appeal an arbitration award.

14.8 Exceptions to Arbitration Agreement 

(a) Small Claims Court and Time-Barred Claims

Notwithstanding this Arbitration Agreement, you and Hyv agree that either party may elect to have disputes resolved in a small claims court regardless of what forum the filing party initially chose provided such disputes are within the scope of that court’s jurisdiction. This exception does not apply to any appeals from small claims courts or any efforts to enforce an arbitration award, which are subject to this Arbitration Agreement.

Either party may also seek a declaratory judgment or other equitable relief in a court of competent jurisdiction regarding whether a party’s claims are time-barred or may in fact be brought in small claims court. Seeking such relief shall not waive a party’s right to arbitration under this Arbitration Agreement, and any filed arbitrations related to any action filed pursuant to this paragraph shall automatically be stayed (and any applicable statute of limitations tolled) pending the outcome of such action.

(b) Provisional Relief

Either party may apply to a court of competent jurisdiction, as set forth herein, for a provisional remedy in connection with an arbitrable controversy, but only upon the ground that the award to which the applicant may be entitled may be rendered ineffectual without provisional relief.

(c) Right to Opt-Out for Healthcare Professional Account Holders

If you have created a healthcare professional user account with Hyv, you have the right to opt-out and not be bound by the Arbitration Agreement, including the Prohibition of Class and Representative Actions and of Non-Individualized Relief Section 14.1.  To exercise your right to opt-out, you may send a written notice of your decision to opt-out to hello@thehyv.com. Your written notice must have the subject line “ARBITRATION OPT-OUT.” The notice must be sent within thirty (30) days of (i) the effective date for you of the most recent update of these Terms or (ii) the date that you created your healthcare professional user account, whichever is later. 

If you opt-out of the Arbitration Agreement, Hyv also will not be bound by it. If you opt out of the Arbitration Agreement, you or we may exercise your or our right to a trial by jury or judge, as permitted by applicable law, but any prior existing agreement to arbitrate disputes under a prior version of this Agreement will not apply to claims not yet filed. 

If you do not timely opt out of the Arbitration Agreement, your acceptance of these Terms shall constitute mutual acceptance of the terms of the Arbitration Agreement by you and Hyv.

14.9 California Resident Complaints

If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

14.10 Future Changes to this Arbitration Agreement

Notwithstanding any provision in these Terms to the contrary, you and Hyv agree that if Hyv makes any change to this Arbitration Agreement (other than a change to any notice address or website link provided herein) in the future, such change shall not be effective until at least 30 days from the date of posting, and shall not apply to any claim that was filed in a legal proceeding against Hyv prior to the effective date of the change. Moreover, if we seek to terminate this Arbitration Agreement from these Terms, such termination shall not be effective until 30 days after the publication of the version of these Terms removing the Arbitration Agreement on the Site and shall not be effective as to any claim that was filed in a legal proceeding against Hyv prior to the effective date of removal.

15.   Entire Terms

These Terms constitute the entire agreement between you and us regarding the use of the Hyv Platform. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Hyv is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Hyv’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Hyv may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees. 

16.     Contact Information

You may contact us at any time regarding these Terms or our Platform and services via mail, telephone or email at the following contact information:

Address: 7200 E Doubletree Ranch Rd #300 Scottsdale AZ 85258

Telephone: +1-833-836-0513
Email: hello@thehyv.com