Hive Membership Agreement

1. Membership
   1. Membership requires (i) completion of the Hive registration application; (ii) acceptance of your application by the Block 3 Strategy Group; and (iii) advance payment of the membership fee.
   2. Applications will be reviewed on a rolling basis until membership reaches 50 members.
   3. Members must be at least 18 years of age.
   4. All membership decisions are at the sole discretion of the Block 3 Strategy Group.
   5. Hive membership begins upon acceptance of application by Block 3 (“Start Date”) and ends December 31, 2024 (“End Date”) (collectively “Membership Term”).
   6. You may withdraw as a Member of the Hive at any time. To cancel, provide notice to hello@block3strategy.io.
   7. Payments are nonrefundable, except as follows:
      1. If you cancel within 30-days of the commencement of the Start Date, you will receive a full refund of the membership dues paid.
      2. If you submitted payment as part of the application process but are not selected for membership, you will receive a full refund.
2. Hive Trading
   1. General. The Block 3 Strategy Group will allocate $25,000 to a portfolio for trading blockchain based digital assets (e.g., cryptocurrencies; NFTs).
      1. Members are given the opportunity to propose trades in this portfolio without any personal financial risk.
      2. The Block 3 Strategy Group will execute up to three (3) trade proposals per week, based on Member voting.
      3. If a trade is profitable, the Member who proposed the trade and all Members who voted for the trade will receive a percentage of the profit as a reward.
      4. If a trade is NOT profitable, no Member is responsible for any losses as these are borne entirely by the Block 3 Strategy Group.
      5. The Block 3 Strategy Group reserves the right to modify the Hive Trading program based on Member feedback and operational efficiency, but will not alter the reward percentages for profitable trades.
   2. Member Proposals. Each member may propose one trade idea per week.
      1. Proposed investments shall not exceed $500 per proposal.
      2. All proposals shall specify the digital asset to be acquired. The asset must be on an exchange accessible in the United States and have sufficient liquidity as determined by the Block 3 Strategy Group.
      3. All proposals shall specify a sell directive. Members may choose
         1. A specific target date (e.g., 7, 14, 30 or 45-days after acquisition); or
         2. A sale triggered once a selected percentage increase in value over the acquisition price has been reached (e.g., 25%, 50%, 75%, 100%, etc.). 
         3. No proposal may extend beyond 45 days after the acquisition date or the last day of the Membership Year, whichever is later.
      4. The window for submitting proposals shall last 24-hours, opening every Wednesday at 10am EST and ending every Thursday at 10am EST (“Proposal Window”).
   3. Member Voting.
      1. Each Member may vote on up to three (3) proposals each week, but may NOT vote for their own proposal. 
      2. The window for voting on submitted proposals shall last 24-hours, opening every Thursday at 11 am EST and closing every Friday at 11am EST (24-hours) (“Voting Window”).
   4. Execution of Proposals
      1. The Block 3 Strategy Group will execute the 3 trades with the most votes each week (provided the proposal meets the trading criteria in Section 1.2) at the close of the voting window, but not later than Saturday at 11am EST.
      2. Proposals must have a minimum of 5 votes to be executed. The Block 3 Strategy Group shall vote in the event of a tie.
      3. If fewer than 3 proposals garner the support of at least five Members, the Block 3 Strategy Group may, but is not required to, select among any of that week’s proposals.
   5. Exit from Positions
      1. If a proposal includes a percentage increase as the sell trigger, the Block 3 Strategy group shall close the trade at the market price if the trigger has not been achieved after 45 days or the end of the Membership Year, whichever is later.
      2. No position may extend beyond 45-days after the acquisition date or the last day of the Membership Year, whichever comes first.
      3. The Block 3 Strategy Group will automatically exit a position once that asset has lost 50% of its value.
   6. Member Rewards.
      1. If a trade is profitable, the member who proposed the trade and any member who voted for that trade will be rewarded with a portion of the profits.
         1. 18% of the profits on successful trades will be allocated to a reward pool.
         2. 15% of the profit shall be awarded to the member who proffered the successful proposal
         3. 3% of the profit shall be divided evenly among all members who voted for the proposal
3. Prohibited Member Activities. You may not violate any applicable laws, regulations, or third-party rights, or engage in any fraudulent, abusive, or unethical behavior, in connection with Hive Services.
4. Privacy. Your privacy is important to us, and we are committed to protecting your personal information. Please review the Hive Privacy Policy to understand how we collect, use, and disclose information about you when you use the Services.
5. Intellectual Property. The Services, including any content, features, and functionality, are owned by the Block 3 Strategy Group and are protected by intellectual property and other laws. You acknowledge and agree that the Block 3 Strategy Group retains all rights, title, and interest in the Services and any associated intellectual property rights.
6. Third-Party Services and Links. The Services may contain links to third-party websites, services, or resources that are not owned or controlled by the Block 3 Strategy Group. We do not assume any responsibility for any third-party content, products, or services. Your interactions with such third parties are solely between you and the third party, and you are subject to their terms and policies.
7. Disclaimer of Warranties. The Services are provided on an “as is” and “as available” basis, without warranties of any kind, whether express, implied, or statutory. We disclaim all warranties, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, accuracy, or non-infringement.
8. Limitation of Liability. To the maximum extent permitted by applicable law, the Block 3 Strategy Group, its affiliates, officers, directors, employees, and agents shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages arising out of or in connection with your use of the Services.
9. Indemnification. You agree to indemnify and hold the Block 3 Strategy Group and its affiliates, officers, directors, employees, agents, partners, and licensors harmless from any claims, losses, damages, liabilities, or expenses, including reasonable attorneys’ fees, arising out of or in connection with your use of the Services or any violation of the terms of this Membership Agreement.
10. Modifications to the Terms. We reserve the right, at our sole discretion, to modify or replace these terms of this Membership Agreement at any time. We will notify you of any material changes. Your continued use of the Services after the effective date of any changes constitutes your acceptance of the modified Membership Agreement.
11. Termination. We may, at our discretion, suspend or terminate your membership without prior notice if you violate the Membership Agreement. Upon termination, your right to participate in any Hive related activities ceases immediately.
12. Governing Law and Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of the state of Delaware without regard to conflict of laws provisions. Any disputes arising out of or relating to this Membership Agreement or the Services shall be resolved exclusively in the courts located in Washington, DC.
13. Dispute Resolution; Binding Arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award and nothing in this Arbitration Agreement shall be interpreted as limiting any non-waivable statutory rights. In this Dispute Resolution Section only, “we” and “us” are used to refer to you and the Block 3 Strategy Group together.
    1. You agree that, by agreeing to this Membership Agreement, the Federal Arbitration Act (“FAA”) governs the interpretation and enforcement of this provision, and that we are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Agreement and the termination of your Hive membership.
    2. We each agree to first contact the other party with any disputes and provide a written description of the problem, all relevant documents and related information, and the proposed resolution. You agree to contact Block 3 with disputes by contacting us at the address provided in these Terms. Block 3 will contact you based on the contact information you have provided. You must keep your contact accurate and up to date.
    3. We each agree to resolve all disputes (as defined and subject to any specific exceptions below) only by arbitration. Just as a court would, the arbitrator must honor the terms and limitations in this Membership Agreement and can award the same damages and relief. The arbitrator’s decision and award is final and binding, with some exceptions under the Federal Arbitration Act (“FAA”), and judgment on the award may be entered in any court with jurisdiction. We each also agree as follows:
    4. “Disputes” are any claims or controversies against each other related in any way to the Services or these Terms or any of Block 3’s policies or actions – this includes claims you bring against our officers, directors, employees, partners, successors, agents, affiliates, subsidiaries and their related companies, and claims Block 3 may bring against you.
    5. If either of us wants to arbitrate a dispute, we agree to send written notice to the other party providing a description of the dispute, previous efforts to resolve the dispute, all supporting documents/information, and the proposed resolution. We will send notice to you based on the contact information you have provided and notice to Block 3 must be sent to: hello@block3strategy.io. We agree to make attempts to resolve the dispute. If we cannot resolve the dispute within forty-five (45) days of receipt of the notice to arbitrate, then we may submit the dispute to formal arbitration.
    6. The FAA applies to these Terms and this arbitration provision. We each agree that the FAA’s provisions, not state law, govern all questions of whether a dispute is subject to arbitration.
    7. The arbitration will be administered by the American Arbitration Association (“AAA”) under its arbitration rules. If any AAA rule conflicts with these Terms, these Terms will apply. You can obtain procedures, rules, and fee information from the AAA at 1-800-778-7879 or www.adr.org.
    8. The arbitration will be conducted by a single neutral arbitrator and will take place in Washington, DC. The federal or state law that applies to these Terms will also apply during the arbitration.
    9. We each agree not to pursue arbitration on a classwide basis. We each agree that any arbitration will be solely between you and us (not brought on behalf of or together with another individual’s claim). If for any reason any court or arbitrator holds that this restriction is unconscionable or unenforceable, then our agreement to arbitrate doesn’t apply and the dispute must be brought in court.
    10. The prevailing party in the arbitration will be entitled to recover its costs and expenses, including reasonable attorneys’ fees and experts’ fees, which are incurred in connection with the arbitration.
    11. Either of us may bring qualifying claims in small claims court.
14. NO CLASS ACTIONS. TO THE EXTENT ALLOWED BY LAW, YOU WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CLASSWIDE BASIS; THAT IS, TO EITHER JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY, OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.
15. Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
16. Entire Agreement. These Terms constitute the entire agreement between you and the Block 3 Strategy Group regarding the Services and supersede all prior or contemporaneous agreements, understandings, or representations.
17. Contact Us. If you have any questions or concerns about the terms of this Membership Agreement or the Services, please contact us at hello@block3strategy.io.

By accepting membership in the Hive Investment Society, you acknowledge that you have read, understood, and agreed to be bound by these Terms of Service.