TERMS OF SERVICE FOR DERIVV PRO

Last Updated: January 2025

1. AGREEMENT TO TERMS

These Terms of Service ("Terms") constitute a legally binding agreement between HatchMatter, LLC ("HatchMatter", "we", "us", or "our") and you ("User", "you", or "your") regarding your use of Derivv Pro, a software application and related services (collectively, the "Service"). By accessing or using the Service, or by subscribing to the Service, you agree to be bound by these Terms.

2. SUBSCRIPTION TERMS

2.1 Subscription Plans

The Service is offered on a subscription basis. We offer various subscription plans with different features and pricing. Subscription plans, features, and pricing are subject to change at any time, with notice provided to existing subscribers.

2.2 Free Trial

We may offer a free trial period for new subscribers. During the trial period:

• You will not be charged until the trial period ends
• You may cancel at any time during the trial period without being charged
• If you do not cancel before the trial ends, your subscription will automatically begin and you will be charged according to your selected plan

2.3 Billing and Payment

• Subscriptions are billed in advance on a recurring basis (monthly or annually, depending on your plan)
• Payment is processed through our third-party payment processor (Stripe)
• You agree to provide current, complete, and accurate purchase and account information
• You agree to promptly update your account and payment information, including email address and payment method, so we can complete your transactions and contact you as needed
• All fees are non-refundable except as required by law or as otherwise stated in these Terms

2.4 Automatic Renewal

Your subscription will automatically renew at the end of each billing period unless you cancel it before the renewal date. You authorize us to charge your payment method for the renewal term.

2.5 Cancellation

You may cancel your subscription at any time through your account settings or by contacting us. Cancellation will take effect at the end of your current billing period. You will continue to have access to the Service until the end of your paid period.

2.6 Refunds

Refunds are generally not provided for subscription fees. However, we may provide refunds in our sole discretion or as required by applicable law. If you believe you are entitled to a refund, please contact us at info@derivv.com.

2.7 Price Changes

We reserve the right to change subscription prices at any time. Price changes will not affect your current subscription period but will apply to subsequent renewal periods. We will provide notice of price changes before they take effect.

3. SOFTWARE LICENSE

3.1 Grant of License

Subject to your compliance with these Terms and payment of applicable fees, HatchMatter grants you a limited, non-exclusive, non-transferable, revocable license to:

• Download, install, and use the Derivv Pro software application on devices you own or control
• Use the Service for your personal or commercial purposes
• Access and use the features and functionality included in your subscription plan

3.2 License Restrictions

You may not:

• Copy, modify, distribute, sell, or lease any part of the Service
• Reverse engineer, decompile, or disassemble the software
• Remove, alter, or obscure any proprietary notices or labels
• Use the Service for any illegal purpose or in violation of any laws
• Share your account credentials with others
• Use the Service to compete with HatchMatter or Derivv Pro

3.3 Intellectual Property Rights

All rights, title, and interest in and to the Service, including all intellectual property rights, remain the exclusive property of HatchMatter and its licensors. The Service is protected by copyright, trademark, and other laws.

3.4 User Content

You retain ownership of any content you create or upload using the Service ("User Content"). By using the Service, you grant HatchMatter a worldwide, non-exclusive, royalty-free license to use, store, and process your User Content solely for the purpose of providing the Service to you.

4. ACCOUNT TERMS

4.1 Account Creation

You must provide accurate, current, and complete information when creating an account. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

4.2 Account Security

You are responsible for:

• Maintaining the security of your account and password
• All activities that occur under your account
• Notifying us immediately of any unauthorized use of your account

4.3 Account Termination

We reserve the right to suspend or terminate your account and access to the Service at any time, with or without notice, for any reason, including if you violate these Terms.

5. SERVICE AVAILABILITY

5.1 Service Modifications

We reserve the right to modify, suspend, or discontinue the Service, or any part thereof, at any time with or without notice. We will not be liable to you or any third party for any modification, suspension, or discontinuation of the Service.

5.2 Service Level

While we strive to provide reliable service, we do not guarantee that the Service will be available at all times or free from errors, interruptions, or security breaches.

6. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HATCHMATTER SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM YOUR USE OF THE SERVICE.

IN NO EVENT SHALL HATCHMATTER'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS EXCEED THE AMOUNT YOU PAID TO HATCHMATTER IN THE TWELVE (12) MONTHS PRIOR TO THE CLAIM.

7. DISCLAIMER OF WARRANTIES

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless HatchMatter and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with your use of the Service or violation of these Terms.

9. GOVERNING LAW AND DISPUTE RESOLUTION

9.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions.

9.2 Dispute Resolution

Any disputes arising out of or relating to these Terms or the Service shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, except that either party may seek injunctive relief in any court of competent jurisdiction.

10. GENERAL PROVISIONS

10.1 Entire Agreement

These Terms constitute the entire agreement between you and HatchMatter regarding the Service and supersede all prior agreements and understandings.

10.2 Modifications

We reserve the right to modify these Terms at any time. Material changes will be notified to you via email or through the Service. Your continued use of the Service after such modifications constitutes acceptance of the updated Terms.

10.3 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

10.4 Waiver

No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term.

10.5 Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction.

11. CONTACT INFORMATION

If you have any questions about these Terms, please contact us at:

HatchMatter, LLC
Email: info@derivv.com

By using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.