PLEASE READ THIS PARTNER PROGRAM AGREEMENT (THIS “AGREEMENT“) CAREFULLY. This Agreement governs your participation in the Partner Program (as defined below) and is an agreement between Hubilo Technologies, Inc. (“Hubilo“) and you or the entity you represent (“you” “You“, or “Partner“). This Agreement takes effect when you are accepted into the Partner Program via email confirmation from Hubilo (the “Effective Date“). Hubilo and Partner are sometimes referred to individually as a “Party” and collectively as the “Parties.”
You must read, agree with and accept all of the terms and conditions contained in this Agreement, including our Privacy Policy, Acceptable Use Policy, and if applicable, our API Terms of Use, before you may participate in the Partner Program. For the avoidance of doubt, our Privacy Policy, Acceptable Use Policy, and, if applicable, our API Terms of Use, form part of this Agreement and are incorporated herein by reference.BY CLICKING ON THE “SUBMIT” BUTTON WHEN YOU SUBMIT YOUR PARTNER APPLICATION, COMPLETING THE REGISTRATION PROCESS TO BECOME A HUBILO PARTNER, AND/OR PARTICIPATING IN THE PARTNER PROGRAM, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, AND (2) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE ENTITY YOU REPRESENT AND THAT IS PARTICIPATING IN THE HUBILO PARTNER PROGRAM, AND TO BIND THAT ENTITY TO THIS AGREEMENT. IF YOU DO NOT ACCEPT OR UNDERSTAND THIS AGREEMENT, YOU MAY NOT REGISTER FOR OR PARTICIPATE IN THE HUBILO PARTNER PROGRAM.
NOW, THEREFORE, in consideration of the mutual covenants in this Agreement, the Parties hereto agree as follows:
a. “Affiliate” of a Party means any corporation or other entity that such party directly or indirectly controls, is controlled by, or is under common control with. In this context, a Party “controls” a corporation or other entity if it or any combination of it and or its Affiliates own more than 50% (fifty percent) of the voting rights for (i) the board of directors, or (ii) other mechanism of control for such corporation or other entity.
b. "Documentation" means the user guide and other documentation, on any media, provided by Hubilo for use with the Services, if any.
c. “End User” means any entity or individual to whom the Partner is selling the Hubilo Platform subject to the terms of this Agreement.
d. “EULA” means the end user license agreement to be entered into by the End User and Hubilo, which is annexed hereto as an Appendix B.
e. “Lead” means any potential customers referred by the Partner to Hubilo.
f. “Subscription Fee” means the fees paid by the Partner under this Agreement for the subscription(s) to utilize Hubilo’s online virtual events platform. Under this Agreement, on the payment of the fees subscription shall grant the Partner the right to allow its authorized administrator(s) and/or the End User a limited, non – exclusive, non-transferable, revocable Subscription License (defined later) to access and use Hubilo’s online virtual events platform.
g. “Subscription License” means the non-exclusive, non- transferable and revocable right granted to the Partner by Hubilo to utilize Hubilo’s online virtual events platform on the payment of the Subscription Fee.
h. “Malicious Code” means viruses, worms, time bombs, Trojan horses and other malicious or harmful code, files, scripts, agents or programs.
i. “Partner Order Form" means the ordering document, which specifies the subscription plan of the Platform, pricing, duration made pursuant to this Agreement in Appendix A.
j. “Hubilo Platform” means the online virtual events platform of Hubilo.
Acceptance. You must complete and submit a Partner Program application to become a Partner. Hubilo will review your application and notify you whether you have been accepted to participate in the Partner Program via email.
Partner Account. Upon acceptance, you agree to create an account through the Partner Portal (“Account“). In registering a Partner Account, you agree to (a) provide true, accurate, current and complete information as prompted by the registration form (the “Registration Data“); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. Any Registration Data submitted related to Partner’s email contact information must be specific to such Partner, and cannot be a generic email address (e.g. info@gmail.com). You are responsible for all activities that occur under your Partner Account. You may not share your Partner Account or password with anyone, and you agree to (y) notify Company immediately of any unauthorized use of your password or any other breach of security; and (z) exit from your Partner Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or Hubilo has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, Hubilo has the right to suspend or terminate your Partner Account and refuse any and all current or future participation in the Partner Program. You agree not to create a Partner Account using a false identity or information, or on behalf of someone other than yourself.
a. Partner must create a Partner Account by providing all information indicated as required. Hubilo may reject an application for a Partner Account for any reason, in its sole discretion. Partner acknowledges that Hubilo will use the email address provided by Partner as the primary method for communication. Partner is responsible for keeping its Partner Account password secure. Hubilo cannot and will not be liable for any loss or damage arising from Partner’s failure to maintain the security of the Partner Account and password.
b. If you sign up for a Partner Account on behalf of your employer, your employer will be deemed to be the Partner for the purpose of this Agreement, and you represent and warrant that you have the authority to bind your employer to this Agreement. Each Partner is responsible for: (a) ensuring that its employees, agents and subcontractors comply with this Agreement and (b) any breach of this Agreement by Partner’s employees, agents or subcontractors.
c. Partner acknowledges and agrees that Partner will be responsible for the performance of all of its obligations under the Agreement, regardless of whether it sub-licenses or subcontracts any such obligations to any third party, including but not limited to any affiliates or subsidiaries of Partner.
d. Partner acknowledges and agrees that Hubilo may amend this Agreement at any time by posting the relevant amended and restated Partner Program Agreement on Hubilo’s website, available at hubilo.com/partner-program-agreement and such amendments to the Agreement are effective as of the date of posting. Partner’s continued participation in the Hubilo Partner Program after the amended Partner Program Agreement is posted to Hubilo’s website constitutes Partner’s agreement to, and acceptance of, the amended Agreement. If Partner does not agree to any changes to the Agreement, Partner must terminate the Agreement by discontinuing its participation in the Hubilo Partner Program.
e. Conditioned on the provisions in this Clause 2 and the other terms and conditions of this Agreement, Hubilo grants the Partner a non-exclusive, non-transferable, limited, revocable right to resell the Subscription License to End Users or any other third party to utilize Hubilo Platform.
f. The Partner shall be solely responsible for all the acts and omissions of the End User, as if the breach was committed by the Partner.
g. Partner agrees not to sign any terms and conditions with the End User (1) which are contrary to or in conflict with the terms of this Agreement (2) which holds Hubilo to be directly responsible to the End User (3) and/or which places any obligations on Hubilo.
h. Partner shall perform its obligations in an expeditious and professional manner, in accordance with the standard of care, skill, and diligence as expected of an experienced Partner.
i. Partner shall comply with all applicable local, state, provincial, federal laws with respect to the promotion and re-sale of the Services and in fulfilling its obligations hereunder.
j. Partner shall be responsible for all costs associated with its performance of this Agreement. All insurance, duty and taxes applicable to Partner 's performance under the Agreement shall be directly paid by Partner.
k. If Partner provides Leads to Hubilo during the Term of the Agreement. The Partner will make introductions of the potential Leads to Hubilo for purposes of promoting the company and its Platform to such Leads.
l. Hubilo will meet or conference and negotiate independently with such Leads after an introduction with respect to a potential relationship and the terms applicable to such potential relationship. The Partner will not object to any decisions made by Hubilo regarding the terms or conditions of a particular relationship entered into after the introduction. Further, Hubilo will have sole discretion to enter into or not enter into an arrangement with a potential client.
Partner will bear all costs and expenses related to marketing or promotion marketing (Partner Marketing Activities) of Hubilo, and, as applicable, Partner’s other products or services associated with Partner’s participation in the Partner Program (collectively, “Partner Marketing Activities”) in any area, location, territory, or jurisdiction, unless otherwise determined by Hubilo in its sole discretion.
In no event will Partner engage in any Partner Marketing Activities except as expressly set forth in this Agreement. In the event that Partner has a list of emails where the individuals on the list have expressly elected to receive emails from Partner (“Opt-in List”), Partner may make a written request to Hubilo to send emails regarding the offering of Hubilo to the individuals on the Opt-in List (and Hubilo may, in its sole discretion, allow Partner to send such emails). In conducting all Partner Marketing Activities, Partner will comply with all applicable laws, rules, regulations and directives, including but not limited to those relating to email marketing and “spamming”. Unless Partner has secured the applicable Recipient’s consent first, Partner will not email any Recipient whose email address they have received via Hubilo.
Without limiting the generality of the above, Partner will (i) not send any email regarding Hubilo or to any individual or entity that has not requested such information; (ii) always include Partner’s contact information and “unsubscribe” information in any email regarding Hubilo, the Service or the Hubilo platform; and (iii) not imply that such emails are being sent on behalf of Hubilo.
Partner will not (i) engage in any marketing methods with respect to Hubilo, including but not limited to online and offline methods such as fax, broadcast, telemarketing, SMS/text message, email communications, social media or video platforms; (ii) use malware, spyware or any other aggressive advertising or marketing methods in any of its dealings relating to Hubilo; (iii) make any false, misleading or disparaging representations or statements with respect to Hubilo; (iv) solicit customers to leave the Hubilo platform; (v) copy, resemble or mirror the look and feel of Hubilo’s websites, Hubilo Trademarks or Services or otherwise misrepresent Partner’s affiliation with Hubilo; or (vi) engage in any other practices which may adversely affect the credibility or reputation of Hubilo, including but not limited to using any Website in any manner, or having any content on any Website, that (a) uses aggressive or low-quality marketing, including marketing services that are unrelated to Hubilo or the Partner’s services, (b) promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, or any illegal or objectionable activities, or (c) violates any intellectual property or other proprietary rights of any third party; or (d) violates the acceptable use policy.
The Partner shall ensure that all End Users subscribing to the platform sign the END USER LICENSING AGREEMENT (“EULA”). The Partner shall not grant any access to the End User without the EULA being entered into.
Partner shall not and shall not allow the End User to:
a. modify, translate, reverse engineer, decompile, disassemble, alter the internal structure, source code, or create derivative works based on the Hubilo Platform;
b. circumvent any user limits or other timing, use or functionality or other restrictions built into the Hubilo Platform;
c. remove any proprietary notices, labels, or marks from the Hubilo Platform;
d. frame or mirror any content forming part of the Hubilo Platform;
e. build a competitive product or service, during the Term and 3 (three) years after termination;
f. copy any ideas, features, functions or graphics etc. of the Hubilo Platform;
g. transmit any Malicious Code to the Platform or tamper with the Hubilo Platform;
h. Partner shall not make any representations or warranties on behalf of Hubilo or in any way bind or attempt to bind Hubilo contractually or otherwise with any End User(s) and or third parties.
a. While the Partner may agree to provide any add-on services to the End Users, Hubilo shall only provide the End-Users with the standard support maintenance services to resolve any errors or technical issues faced while using the Hubilo Platform.
b. Hubilo will provide Partner access to marketing and promotional literature, sales support, Product and sales training, and technical support.
c. Hubilo will use reasonable efforts to keep Partner informed of significant new information regarding the Products, such as any changes, additions or new releases.
a. Hubilo shall own all right, title and interest (including without limitation all patent rights, copyrights, trademark rights, Hubilo materials, trade secret rights and other intellectual property rights), in the Platform and the Documentation.. At the time of fulfillment of the mutually agreed obligations/termination of the Agreement, the Partner shall transfer all intellectual property acquired from the performance of this contract to Hubilo without withholding any rights thereto, if any.
b. Both Parties shall, in strict confidence hold the Proprietary or Confidential Information of the other Party. For the purpose of this Agreement "Proprietary or Confidential Information'' shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information.
c. The Proprietary & Confidential Information of Hubilo shared along with the Hubilo’s Platform shall remain its sole and exclusive property. In the event of any disclosure by the Partner other than as specifically provided for in this Agreement, Hubilo shall be entitled to receive equitable relief. Under this Agreement Proprietary or Confidential Information shall not include any information which: (i)is or becomes generally known or publicly available through no fault of the receiving Party; (ii) is known by or in the possession of the receiving Party prior to its disclosure; (iii) is lawfully obtained from a third party who has the right to make such disclosure; (iv) is at any time developed independently by receiving Party or its subsidiaries; or, (v) is disclosed pursuant to a lawful requirement of a governmental agency or to a court order in connection with a judicial proceeding, but then only to the extent so required or ordered; in such case receiving Party will use reasonable efforts to timely advise the disclosing Party prior to disclosure so that disclosing Party will have an opportunity to seek a protective order or other appropriate relief.
d. In the event a governmental entity or a court of law requires the Partner to disclose the Proprietary or Confidential Information of Hubilo; the Partner shall notify Hubilo of such required disclosure in advance to enable Hubilo to have an opportunity to object to such governmental entity or court of law regarding the required disclosure or seek appropriate protection from a judicial authority. The Partner shall use reasonable efforts to obtain confidential treatment of such required disclosure, if available.
e. If the Partner provides Hubilo with reports of defects in the Platform or proposes any changes (collectively “Feedback”), Hubilo shall have the right to use and exploit such Feedback including, without limitation, the incorporation of such Feedback into Hubilo’s Platform without any obligation or providing any compensation to the Partner.
f. Hubilo Trade Marks. Subject to the terms and conditions set forth in this Agreement and solely for the purposes hereof, Hubilo grants to Partner a non-exclusive, revocable, non-transferable license, without right of sublicense, to use the Hubilo trademarks, service marks, and logos set forth in the Partner Portal (the “Hubilo Marks”) to perform its obligations under this Agreement. The use of all Hubilo Marks, including placement and sizing, shall be subject to Hubilo’s then-current trademark use guidelines, and can be found in the Partner Portal. Partner shall, upon request by Hubilo, promptly provide Hubilo with samples of all materials that use the Hubilo Marks for Hubilo’s quality control purposes. If, in Hubilo’s discretion, the Partner’s use of the Hubilo Marks does not meet Hubilo’s then-current trademark usage policy, Hubilo may, at its option, require Partner to revise such materials and re-submit them prior to any further display. Except for the right to use the Hubilo Marks set forth above, nothing contained in this Agreement shall be construed to grant to Partner any right, title or interest in or to the Hubilo Marks, and all right, title, and interest in and to the Hubilo Marks shall be retained by Hubilo. Partner acknowledges that Hubilo asserts its exclusive ownership of the Hubilo Marks and the renown of the Hubilo Marks worldwide. Partner shall not take any action inconsistent with such ownership and further agrees to take all actions that Hubilo reasonably requests to establish and preserve its exclusive rights in and to the Hubilo Marks. Partner shall not adopt, use, or attempt to register any trademarks, service marks, or trade names that are confusingly similar to the Hubilo Marks or in such a way as to create combination marks with the Hubilo Marks.
g. Hubilo Materials. During the term of this Agreement, Hubilo may make available to Partner certain Hubilo Materials. Subject to the terms and conditions set forth in this Agreement and solely for the purposes hereof, Hubilo grants to Partner a non-exclusive, revocable, non-transferable license, without right of sublicense, to distribute the Hubilo Materials exactly as provided to Partner by Hubilo to perform Partner’s obligations under this Agreement.
Neither Party shall by way of statement, act or omission, discredit or reflect adversely upon the reputation of or the quality of the other Party or the products or services provided by the other Party.
Notwithstanding anything to the contrary in this Agreement, and without liability of any kind, Hubilo alone shall have the unrestricted and continuing right, in its sole discretion, at any time and from time to time:
a. to market and sell the Services and any other products or services to any third parties, including but not limited to current, future and potential customers.
b. to appoint multiple Partner partners.
c. to modify any or all of the subscription and other charges with respect to the Services;
d. to maintain, modify and or discontinue any or of the exiting features of the Platform.
a. The entire contents of the Platform/ Services/ App/ Website, etc., including but not restricted to designs, text, graphics, images, video, information, logos, button icons, software, audio files and other content, except the Customer/ User Content, is collectively, the “Hubilo Content”;
b. All Hubilo Content is our property and/ or property of our licensors/ contractors etc., as the case may be. The compilation (including the collection, arrangement and/or assembly) of all Hubilo Content is our exclusive property. We retain all intellectual property rights including all rights in and to the Hubilo Content, inventions, utility models, patents, copyright and related rights, trademarks, logos, trade and business names, rights in designs, rights in computer software, database rights, moral rights, know-how and trade secrets, in every case whether registered or unregistered and all similar or equivalent rights or forms of protection (whether now or in the future) in any part of the world. Unauthorized access, copying, use, destruction and or distribution of Hubilo Content is strictly prohibited;
c. You may not sell, modify, reverse engineer, reproduce, display, publicly perform, distribute, or otherwise use the Hubilo Content in any way for any purpose whatsoever including for any public or commercial purpose, in connection with services that are not the Services of Hubilo; or in any other manner that is likely to cause confusion amongst other Customers and or Users;
d. Any code (source code, object code), design, UX, UI that Hubilo creates to generate or display any Hubilo Content or the pages making up the Platform is also our intellectual property. You may not copy, adapt, reverse engineer, create derivative works, translate or infringe our rights in any way. You may not use any of Hubilo Content on any other platform/ website or otherwise (including, without limitation, by uploading or republishing Hubilo Content on any internet, intranet or extranet site or incorporate Hubilo Content in any other database or compilation for any purpose);
e. You shall not copy or adapt the HTML code that we create to generate any Hubilo Content or the pages making up our Platform. Nothing in these Terms shall be construed as conferring any license to our intellectual property rights, whether by estoppel, implication or otherwise;
f. Your access and use of the Platform/ Services or our Content does not grant You a right to assign or transfer Your obligations under the Terms to any third-party;
g. You may not advertise the use of the Platform or Hubilo Content without obtaining our prior written consent.
The Parties are independent contractors. This Agreement does not create a legal partnership, joint venture, agency, employee/ employer relationship, or franchisee/ franchisor relationship between the Parties. Partner will not act in a manner that expresses or implies a relationship other than that of an independent contractor. Neither Party shall have any right, power or authority to create any obligation or responsibility on behalf of the other.
Partner consents to the listing of its business name, address, phone number, web site addresses and other necessary details in such Hubilo advertising and promotional materials as Hubilo may determine in its sole discretion, including social media websites.
Upon obtaining prior approval from Hubilo. Partner may market, promote, and license the Platform to End Users on a co-branding basis, Partner shall execute the Hubilo standard co-branding agreement.
Partner agrees to work closely with Hubilo and use its best efforts to meet the sales/ promotion goals mutually agreed between the Parties.
a. The Partner Order Form in Appendix ‘A’ contains the price at which the Subscription License shall be provided to the Partner.
b. Partner agrees not to sell the Subscription License of the Platform to its End User at a price lesser than the agreed pricing model.
c. The Partner agrees to pay to Hubilo the entire License Fee upfront within 30 days of the date of invoice.
a. For every Lead that Hubilo can convert into a successful customer, Hubilo shall pay the Partner a fee as agreed in Appendix ‘C’.
b. Upon successful conversion of the Lead into a customer, the Partner shall raise an invoice to Hubilo in the manner agreed in Schedule A. The invoice shall be paid by Hubilo 30 days after receiving the first tranche of the subscription license Fee from the customer.
c. The Fee paid shall be considered complete consideration for all Leads that converted into customers. The Partner shall be responsible for all taxes applicable in connection with its receipt of the Fees. Hubilo shall not be responsible for any expenses of the Partner in the course of the performance of its obligations hereunder unless such expenses have been previously approved in writing by Hubilo.
Each party shall pay all taxes applicable to it for fulfilling its obligations as per the terms of this Agreement.
a. Warranties.
Each Party warrants to the other Party that:
i. such Party is a business duly incorporated, validly existing, and in good standing under the laws of its jurisdiction of incorporation;
ii. such Party has all requisite corporate power, financial capacity, and authority to execute, deliver, and perform its obligations under this Agreement;
iii. the Partner and on behalf of End Users and any other third parties warrants that it shall utilize Hubilo’s Platform only for lawful purposes.
b. Disclaimer of Warranties.
The Platform and the documentation are provided “As Is” and Hubilo disclaims all representations and warranties whether express, implied, statutory or otherwise regarding the platform and or the documentation including but not limited to conditions of merchantability, non-infringement, title and fitness for a particular purpose. Additionally, Partner acknowledges that Hubilo does not represent or warrant or provide any conditions that the platform will be error-free or work without interruptions.
Partner shall indemnify, defend and or settle at its expense, any claims, actions or proceedings against Hubilo and its Affiliates and its and their officers, directors, employees, agents and contractors (the “Hubilo Indemnified Parties”) in connection with this Agreement against all third-party claims arising due to Partner s breach of its obligations and representations and warranties mentioned under this Agreement.
a. Term
The term of this Agreement shall be one (1) year from the Effective Date unless terminated earlier in accordance with the provisions of this Section 22. This Agreement shall renew automatically for additional one (1) year terms unless one Party provides the other written notice no later than thirty (30) days prior to the expiration of the then-current term of the Agreement of its intention to allow the Agreement to expire at the end of such term.
b. Termination
This Agreement may be terminated as follows:
i. Either Party can terminate this Agreement if the other party causes a material breach of any provisions of the Agreement and fails to cure such breach within 30 (thirty) days’ of receiving a written notice describing such breach.
ii. Upon termination:
1. Partner shall pay to Hubilo all outstanding payments on or before the date of termination.
2. Both parties shall return or destroy all Confidential Information belonging to the other Party.
a. Except for misappropriation of Hubilo’s intellectual property and/or breach of confidentiality obligations including data privacy obligations, the aggregate liability of Hubilo and its affiliates under this agreement shall be limited to the fee paid by the Partner under the Partner order form under which the liability arose in the twelve (12) months immediately preceding the event causing the liability.
b. In no event shall either Party have any liability to the other party for any lost profits or for any incidental, punitive, indirect, special or consequential damages, however caused and under any theory of liability (including negligence) and whether or not such party has been advised of the possibility of such damage.
a. Force Majeure. Except for each Party’s obligations to pay money, neither Party shall be deemed to be in breach of this Agreement for any failure or delay in performance caused by reasons beyond its reasonable control, including but not limited to acts of God, earthquakes, epidemic, quarantine restrictions, governmental demands or requirements, pandemic, wars, terrorism, communication failures, strikes or shortages of materials.
b. Assignment. Any assignment completed in accordance with this Agreement will bind and inure to the benefit of the Parties, their respective successors and permitted assigns.
c. Waiver and Amendment. No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party to be charged. No failure or delay by either Party in exercising any right, power, or remedy under this Agreement, except as specifically provided herein, shall operate as a waiver of any such right, power or remedy.
d. Governing Law. All disputes or differences arising between the Parties shall be attempted to be resolved by good faith through negotiations between senior executives of the Parties, who have authority to settle the same. This Agreement shall be governed by the laws California, USA with the Courts at San Francisco.
e. Compliance with Laws. Each party shall comply with all applicable laws and regulations including without limitation all relevant anti-corruption and anti- bribery laws, including the United States Foreign Corrupt Practices Act.
f. Notices. All notices, demands or consents required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above via email or fax or postal service or personal delivery with cc to legal@hubilo.com.
g. Severability. If any provision of this Agreement is to be invalid and unenforceable, then the remaining portions of the Agreement shall be held valid and enforceable.
h. Counterparts. This Agreement may be executed in counterparts, both of which, when taken together, shall constitute a signed agreement binding upon the Parties.
Partner Order Form
This Appendix ‘A’ is entered into on ___________ between Hubilo and ___________. This Appendix ‘A’ is governed by the terms of the Agreement Dated ____________ (“Agreement”).
1. Fee
1.1. Each subscription license shall be provided to the Partner at its original list price. No discount shall be provided by Hubilo to the Partner . The Partner can determine the price at which it chooses to sell the Subscription License to its End Customer.
1.2. Hubilo shall raise an invoice against each Partner Order Form signed under the Partner Agreement.
2. Details of Platform and Documentation shared
3. Co-Branding by Partner is permitted: Yes/ No (Pl., choose one.)
4. Any Additional Terms and conditions:
END USER LICENSING AGREEMENT
The herein contained End User License Agreement ("EULA") shall be considered a legally binding agreement between Hubilo Technologies Inc. (herein after referred to as “Hubilo” or “Our” or “We” or “Us”) and End Customer (herein after referred to as "You" or "Your") for the use of the (“Hubilo Platform”).
By way of accessing or use of the Hubilo Platform, you are agreeing to be legally bound by terms of this EULA. If you do not agree to be bound by the terms of this EULA, you then have no rights to the Hubilo Platform and should therefore not install, copy, download, access nor use the product.
LICENSE
Hubilo shall grant to You a non-exclusive, revocable, non-transferable, limited license to use the Hubilo Platform strictly in accordance with the terms of this EULA. You agree not to, and You will not permit others to
a. copy, modify, adapt, reverse engineer, decompile, disassemble, derive source code, translate or otherwise create derivative works based on the Hubilo Platform or any part, feature, function, or user interface thereof.
b. rent, lease, lend, sub license, sell, assign, distribute, make available or otherwise transfer its limited license granted by Hubilo, partly or fully.
c. remove or modify any trademarks, trade names, service marks, service names, logos or brands, or copyright or other proprietary notices on the Hubilo Platform, or any documentation provided for use of the Hubilo Platform or add any other markings or notices to the Hubilo Platform.
d. cause any damage and or loss of any kind to the Hubilo Platform or any of its feature/s.
e. bypass or breach any security used by Hubilo, send or store material containing software viruses, worms, trojan horses or other harmful computer code, files, scripts, agents or programs in, to or from the Hubilo Platform.
f. interfere with or disrupt the integrity or performance of the Hubilo Platform, or the data contained therein.
g. use the Hubilo Platform in a manner inconsistent with the manner specified in the documentation; or
h. attempt to gain unauthorized access to the Hubilo Platform or related systems or networks.
i. access Hubilo Platform for the purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
j. disassemble, reverse engineer, or decompile a feature and/ or the Platform or access it for the purpose of:
- building a competitive product or service.
- building a product or service using similar ideas, features, functions, or graphics of the service, and
- copying any ideas, features, functions, or graphics of the service.
INTELLECTUAL PROPERTY
i. Ownership:
a. Hubilo shall retain any and all rights, title and interest in all its intellectual property including but not limited to the website, Hubilo Platform, software etc. The limited license granted by Hubilo under this Agreement shall in no way convey, assign or license any of its intellectual property rights over to You. Subject only to limited access and use of the features as expressly stated herein, all rights, title and interest in and to the Hubilo Platform, website, and all hardware, software and other components of or used to provide the limited license to the Hubilo Platform, including all related intellectual property rights which shall include any and all respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights, will remain with Hubilo.
b. Any third party providing its services or software on the platform shall retain the ownership of their intellectual property.
c. Rights over Content. You will have and retain all ownership rights, title and interest over its intellectual property, and over any data being hosted, uploaded or displayed on the Hubilo Platform of Website.
d. License to Hubilo. You grant to Hubilo and applicable contractors a worldwide, limited-term license to host, copy, use, transmit, and display etc. any data on your behalf in order to ensure proper operation, delivery, access to and use of the features and associated systems in accordance with this Agreement. You grant Hubilo permission to allow the third-Party application and its provider to access data shared by you as appropriate for the interoperation of that application with Hubilo.
INDEMNITY
Hubilo shall not be obligated to indemnify or defend You with respect to any third-party claim arising out of or relating to the Hubilo Platform. You agree to indemnify and hold Hubilo and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (if any) harmless from any claim or demand, including reasonable attorneys' fees, due to or arising out of your (a) use of the Hubilo Platform; (b) violation of this EULA or any law or regulation; or (c) violation of any right of a third party.
LIMITATION OF LIABILITY AND REMEDIES
Notwithstanding any damages that You might incur, the entire liability of Hubilo under any provision of this EULA and your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You for using the Hubilo Platform.
To the maximum extent permitted by applicable law, in no event shall Hubilo be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Hubilo Platform, third-party software and/or third-party hardware used with the Hubilo Platform, or otherwise in connection with any provision of this EULA), even if Hubilo has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.
WARRANTIES
THE WEBSITE, SERVICES, SUBSCRIPTION, PLATFORM AND ITS FEATURE/S ARE PROVIDED BY HUBILO ON AN “AS- IS” BASIS. HUBILO EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. HUBILO DOES NOT WARRANT THAT THE PLATFORM OR ITS FEATURES WILL MEET CUSTOMERS REQUIREMENTS OR THAT THE OPERATION OF THE PLATFORM AND ITS RELATED SERVICES WILL BE UNINTERRUPTED, SECURE OR ERROR FREE OR BUG FREE, FREE OF VIRUSES, MALWARE, UNAUTHORIZED DATA OR PROGRAMMING CODE OR THAT ERRORS IF ANY CAN BE FOUND OR CORRECTED.
DATA PRIVACY
Each party shall comply with their obligations under the applicable data privacy laws relating to the collection, use, processing, protecting or disclosure of PII. The terms and conditions mentioned in the Data Privacy Agreement at https://hubilo.com/wp-content/uploads/2021/10/Hubilo-DPA-HTI.docx shall be part of the EULA.
SEVERABILITY
If any provision of this EULA is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the maximum extent possible under applicable law and the remaining provisions will continue in full force and effect.
WAIVER
If there is any waiver of any breach or failure to enforce any of the provisions contained herein, it shall not be deemed as a future waiver of said terms or a waiver of any other provision of this EULA. Any waiver, supplementation, modification or amendment to any provision of this EULA, shall only be effective when done so in writing.
CHANGES TO THIS AGREEMENT
Hubilo reserves the right, at its sole discretion, to modify or replace this EULA at any time. The understanding of what constitutes a material change will be determined at the sole discretion of the Company. By continuing to access or use the Hubilo Platform after any revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, You are no longer authorized to use the Hubilo Platform.
TERM AND TERMINATION
This EULA shall remain in effect until terminated by You or Us. Hubilo may, in its sole discretion, at any time and for any or no reason, suspend or terminate this EULA with or without prior notice.
This EULA will terminate immediately, without prior notice from Us, in the event that you fail to comply with any provision of this EULA. You may also terminate this EULA by deleting the Hubilo Platform and all copies thereof from your Device or from your computer.
Upon termination of this EULA, You shall cease all use of the Hubilo Platform and delete all copies of the Hubilo Platform from your Device.
Termination of this Agreement will not limit any of Hubilo's rights or remedies at law or in equity in case of breach by You (during the term of this EULA) of any of your obligations under the present EULA.
DISPUTE RESOLUTION AND GOVERNING LAW
All disputes or differences arising between the Parties shall at the first instance be attempted to be resolved by good faith negotiation prior to commencing legal proceedings. Where the Parties are unable to resolve a dispute by negotiation within 60 days of commencement of the proceedings, such disputes shall be finally settled by the courts of California, USA. This Agreement shall be governed by and construed in accordance with the laws of the State of California, USA.
I have read in full and understood the above mentioned contents, agreed and accepted the EULA.
Customer Signature:
Customer Name:
Date:
Partner Referral Fee
Lead Referral Fee -
1. The Partner shall be paid 10% of the total deal value signed with the customer.
2. The Partner shall be paid the Fee only after Hubilo receives the first payment of the license fee from the Customer for the subscription license signed.
