HUBILO TECHNOLOGIES INC - MASTER SUBSCRIPTION AGREEMENT
THIS MASTER SUBSCRIPTION AGREEMENT GOVERNS CUSTOMER’S ACCESS AND USE OF HUBILO’S SERVICES AND PLATFORM.BY ACCEPTING THIS AGREEMENT, BY (1) CLICKING A BOX INDICATING ACCEPTANCE, OR (2) EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES
HUBILO’S’s direct competitors are prohibited from accessing the Services, except with HUBILO’S’s prior written consent.It is effective between Customer and HUBILO as of the date of Customer accepting this Agreement.All terms defined in the singular will have the same meanings when used in the plural, where appropriate and unless otherwise specified:
On timely and full payment/s by Customer in terms of the Order Form, Hubilo agrees to provide the following Services, during the Term, in accordance with the terms and conditions of this Agreement.
Representations and Warranties by Hubilo
Customer's Responsibilities, Representations, and Warranties
Intellectual Property Rights and Ownership
Term, Termination, and Suspension of Service
License Fees, Billing, Taxes, and Charges:
Billing and Payment Arrangements:
Payment by Credit Card/ Wire Transfer/ Cheque/ACH:
Notwithstanding the foregoing, Hubilo is permitted to:
Neither Party shall disclose any information to the other Party in violation of any confidentiality obligations to, or proprietary rights of, any third party.
The Customer acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance of this Agreement are regarded as Confidential Information. Customer shall maintain confidentiality of all such Confidential Information, and without obtaining the written consent of Hubilo, it shall not disclose any relevant Confidential Information to any third parties, Disclosure of any Confidential Information by the contractor, staff members or agencies hired by the Customer shall be deemed disclosure of such Confidential Information by the Customer, and they shall be held liable for breach of this Agreement.
In case of breach, the affected party shall have the right to seek injunctive relief, which relief shall not exclude any other recourse provided by law.
Limitation of Liability
Limitation of Liability.
Modification of Agreement
Hubilo may update, amend, modify, or supplement the terms and conditions of this Agreement from time to time and will notify the Customer regarding the same. Customer’s continued use of Customer’s account and/ or the services after the notice period will be conclusively deemed as acceptance by Customer of any such modifications or amendments. Hubilo shall also be entitled to seek any additional remedy available to it under the law as it deems fit. The above indemnification oﬀered by Hubilo shall be the sole and exclusive remedy available to the Customer.
Dispute Resolution and Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of California, USA. In any action to enforce this Agreement, including, without limitation, any action by Hubilo for the recovery of fees due hereunder, Customer shall pay the reasonable attorneys' fees and costs in connection with such action.
Hubilo may utilize Third-Party Applications that oﬀer certain products or services that integrate and interoperate with the Website or Platform. Hubilo cannot guarantee the continued availability and seamless interoperability or performance of such Third-Party Applications and does not warrant or support the same. In case any actions, suits or claims are brought against the Customer resulting from the use or access to such Third-Party Applications that cause any modification or deletion of Customer Data or End User Data, loss of business or business opportunities, violations of applicable laws or third-party intellectual property rights or any damages incurred by the Customer or End User, Hubilo may choose to suspend or remove the products or services, in whole or in part, from the Platform or Website without entitling Customer to any refund, credit, damages or other compensation in case such Third-Party Applications cease to be interoperable or available for interoperation with the Platform.
EXPORT COMPLIANCE AND USE RESTRICTIONS
The Platform and derivatives thereof, may be subject to export controls and economic sanctions laws and regulations of the United States and other jurisdictions. Customer agrees to comply with all such laws and regulations as they relate to access to the Platform. Customer represents that they are not named on any U.S. government restricted-party list, will not permit the End-User to access or use the Platform in a U.S.-embargoed country or region (currently Cuba, Iran, North Korea, Syria or Crimea), and will not permit the Platform to be used for any criminal and prohibited end use (e.g., nuclear, chemical, or biological weapons proliferation, or missile-development purposes).
FEDERAL GOVERNMENT END USE PROVISIONS
If Customer is a U.S. federal government department or agency or contracting on behalf of such department or agency, each of the feature of the Platform is a “Commercial Item” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as those terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202. Consistent with 48 C.F.R. §12.212 or 48 C.F.R.§227.7202-1 through 227.7202-4, as applicable, the Platform and its applicable features are licensed to the Customer with only those rights as provided under the terms and conditions of this Agreement.
Entire Agreement. This Agreement constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes all previous agreements or representations, whether oral or written. Any ordering document (e.g., purchase order) that originates from Customer will not be binding on Hubilo, and any accompanying terms and conditions are null and void. In the event of any conflict among the terms of this Agreement or an Order Form, the following order of precedence will apply: (1) Order Form; (2) Agreement.
Non-Solicitation: During the Term and for a period of 1 (one) year thereafter, neither party shall, without the prior written consent of the other party, solicit, recruit, hire, encourage or induce any employees, directors, consultants, associates, contractors or subcontractors of the other party, to leave the employment of the other party. Any recruitment of such Personnel via open advertisement where such Personnel applies, is interviewed and selected will not be a breach of this provision.
Right to Use the Logo, and Publicity: Customer agrees to let Hubilo use their organization's name, trademark, tagline and logo for its promotional purposes including but not limited to the customer list, Website, App, Platform and promotional/ marketing materials including brochures/ hoardings/ press releases/ TV or online advertisements, with its other customers as a reference or as part of case studies and testimonials that Hubilo is providing the Platform to the Customer at such other places as Hubilo may deem fit. Hubilo may identify Customer as a customer of Hubilo. Hubilo may issue a press release announcing a) the relationship formed by the Agreement, b) the results obtained by Customer from using the Subscription, subject to the prior approval of Customer, not to be unreasonably withheld or delayed.
Independent Contractors: The relationship of the Parties under this Agreement is that of independent contractors. Neither Party will be deemed to be an employee, agent, partner, franchisor, franchisee nor legal representative of the other for any purpose and neither will have any right, power, or authority to create any obligation or responsibility on behalf of the other Party.
Force Majeure: The Parties shall not be liable for any default or non-performance of obligations under the Agreement (except for any obligations to make payments to the other Party) if such default or non-performance of obligations is caused by a Force Majeure Event. In the event of any intervening Force Majeure Event, the party so affected shall notify the other party, in writing, of such circumstances and the cause thereof, within 15 (fifteen) calendar days. Unless otherwise directed by the other party, the party pleading Force Majeure shall continue to render, perform or discharge other obligations as far as they can be reasonably fulfilled, and shall seek all alternative means for performance affected by the Force Majeure Event. In the event the delay continues for a period of more than 3 (three) months, the parties shall consult one-another in an endeavor to find a solution to the problem, failing which the Agreement (or the relevant part thereof) may be duly terminated in accordance with the procedure provided in this Agreement.
Anti-Corruption: Both Parties agree to not offer any illegal or improper bribe, kickback, payment, gift or thing of value from the other party or its agents in connection with this Agreement. If the Customer learns of any violation of the above restriction, Customer will use reasonable efforts to promptly notify Hubilo’s Legal Department at email@example.com.
Third-Party Liability: Hubilo shall not be liable for the actions of any third-party including, but not limited to, website hosting providers, server providers, etc. due to which Customer and/or End User’s access and use to the Platform/ Dashboard may be affected.
Severability: In the event that any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal, or unenforceable, the validity and enforceability of the remaining provision, or portions of them, will not be affected.
Waiver: No waiver by Hubilo of any breach by Customer of any of the provisions of this Agreement shall be deemed a waiver of any preceding or succeeding breach of this Agreement. No such waiver shall be effective unless it is in writing signed by the parties hereto, and then only to the extent expressly set forth in such writing.
Assignment: Hubilo may assign or transfer this Agreement or any rights or obligations hereunder, in whole or in part, at their sole discretion. In the event of Customer’s acquisition of, or merger with, a third-party Customer may continue to use the Hubilo Platform and the obligations and rights of Customer under this Agreement will apply to, and may be exercised only in connection with, the operations of Customer as they existed on the date prior to the acquisition or merger. Customer may not otherwise assign this Agreement or otherwise transfer any rights hereunder whether by operation of law, change of control, or in any other manner, without the prior written consent of Hubilo. Any assignment or transfer in violation of this Section will be null and void.
Notices. Except as otherwise specified in this Agreement, all notices or other communication required or permitted to be given or made under this Agreement shall be in writing, in English, and shall be delivered personally, or sent by registered post, or by facsimile, or by email or by first class courier, addressed to the intended recipient at its address set forth in the order form or to such other address as either Party may from time to time, duly notify in writing to the other Party. Notices shall be deemed to be effectively delivered upon (a) handing over of the notice to the intended recipient in case of personal delivery or delivery through registered post or courier; or (b) the first business day in case of e-mail.