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TERMS.md

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TERMS AND CONDITIONS

IMPORTANT — THIS PRODUCT IS CURRENTLY IN PUBLIC BETA — PLEASE READ CAREFULLY:

These Terms and Conditions (the “Terms”) govern your (hereinafter as “User”, “You” or “Your”) access to and use of the services (“Services”) and software (“Hubii Software”) made available by HUBII AS (or any subsidiary owned fully or partially by hubii AS) (hereinafter as “Hubii”, “We”, “Us” or “Our”). THE HUBII SERVICES ARE MADE AVAILABLE TO YOU ONLY ON THE TERMS SET FORTH HEREIN. YOUR USE OF THE HUBII SERVICES IS YOUR AUTOMATIC ACCEPTANCE OF AND AGREEMENT TO ALL THE TERMS. Throughout these Terms, “You”, “Your” or “User” refer to either you or your employer, and to the extent you access and use Hubii Services on behalf of your employer, You represent that You have authority to bind and act on behalf of such employer.

  1. SERVICES

    1. Grant. Subject to Your ongoing compliance with these Terms, Hubii grants You a non-exclusive, limited, revocable, non-transferable right, to access and use the Hubii Services.

    2. Restrictions. The license granted in this Section 1.1 above is conditioned upon Your compliance with these Terms. You shall use the Services solely for Your own internal business purposes, in compliance with applicable law, and shall not: (i) permit any third party to use the Hubii Services, (ii) provide, license, sublicense, sell, resell, rent, lease, share, lend, or otherwise transfer or make available the Services to any third parties; (iii) remove, delete, alter, or obscure any copyright, trademark, patent, or other notice of intellectual property or documentation, including any copy thereof; (iv) transmit unlawful, infringing or harmful information, data or code to or from; or (v) otherwise use except as expressly permitted hereunder.

    3. Interruption, Suspension, or Reduction of Services. The Services and the Hubii Software are still under development. Hubii cannot guarantee that they are error free. In fact, Hubii reserves the right to interrupt, suspend or reduce the Services to an User or any other person, when such action is necessary at Hubii’s sole and absolute discretion. Hubii holds all rights to Hubii Software. Hubii reserves the right to block access to the Service, even temporarily, in its sole discretion. Hubii reserves the right to communicate with an User to understand usage pattern and re-enable access. Hubii may require proof of system counts being used for Hubii Software. Hubii will log access data, and collected data may be be shared with others.

    4. NOTWITHSTANDING ANY OTHER PROVISION, HUBII SHALL NOT BE LIABLE TO ANY CUSTOMER OR ANY OTHER PERSON FOR ANY LOSSES, DAMAGES, ERROR IN TRANSMISSION OR FOR ANY INTERRUPTION OR TERMINATION OF SERVICE, EITHER PARTIAL OR TOTAL, EITHER INTENTIONAL OR ACCIDENTAL (INCLUDING ANY ERROR, INTERRUPTION OR TERMINATION DUE TO THE DELIBERATE MISCONDUCT OR NEGLIGENCE OF ANY PERSON), WHETHER OR NOT PRIOR NOTICE OF ANY SUCH INTERRUPTION OR TERMINATION HAS BEEN GIVEN.

    5. Order of Precedent. The Hubii Privacy Policy shall be be incorporated by reference into these Terms. In the event of a conflict between a provision of these Terms and the provision of any other documents, the provisions of these Terms shall prevail.

  2. TERMINATION

    1. Termination. Hubii may suspend or terminate the Services at any time without notice.

    2. Effect of Termination. The following provisions will survive the expiration or termination of these Terms for any reason: Sections 3 (Confidentiality), 4 (Indemnification), 5 (Limitation of Liability), and 6 (General).

  3. CONFIDENTIALITY; OWNERSHIP RIGHTS

    1. Definition. “Confidential Information” means any information disclosed directly or indirectly by one party (“Disclosing Party”) to the other party (“Receiving Party”) pursuant to these Terms that is either designated as “confidential” or under the circumstances of disclosure or by the nature of the information itself is reasonably understood by the Receiving Party to be the confidential information of the Disclosing Party. Confidential Information does not include any information which (i) is or becomes generally known and available to the public through no act or omission of the Receiving Party; (ii) was already in the Receiving Party’s possession at the time of disclosure by the Disclosing Party, as shown by the Receiving Party’s contemporaneous records; (iii) is lawfully obtained by the Receiving Party from a third party who has the express right to make such disclosure; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information. For purposes of clarification, the Hubii Software and any proprietary Hubii information associated with the Services are Confidential Information of Hubii.

    2. Ownership Rights. Hubii retains all rights, title and interest, including all intellectual property rights, in and to the Hubii Software and the Services. User hereby grants to Hubii and its affiliates a worldwide, irrevocable, perpetual, royalty-free license (a) to exploit without restriction all feedback regarding Services; (b) to use log and other information related to User’s use of the Services to improve Hubii’ products and services; and (c) to use all data made available to Hubii by or on behalf of User to perform its obligations hereunder. Except as expressly agreed, Hubii has no obligation hereunder to obtain any third party data or pay any usage fee therefor. User will obtain all permissions or approvals from each applicable data source as may be necessary or required to provide such data to Hubii in connection with the delivery of the Services and comply with all applicable laws in its performance under these Terms.

  4. INDEMNIFICATION

    User shall indemnify and hold harmless Hubii and each of its successors, assigns, officers, directors, stockholders, employees, advisors, agents, representatives, and affiliates (collectively, “Indemnitees”), from and against all damages, costs, liabilities, loss and expenses, including reasonable attorneys’ fees incurred by Indemnitees in connection with any third party claim, action, demand, suit or proceeding (arising out of or related to the willful misconduct or negligent performance by User (or by its contractors, or agents) of this Agreement.

  5. WARRANTIES; DISCLAIMER; LIMITATION OF LIABILITY

    1. Disclaimer. THE SERVICES ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. HUBII EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE SUBSCRIBED SERVICES WILL BE ERROR/VIRUS-FREE, SECURE, OR UNINTERRUPTED. NO STATEMENT, ORAL OR WRITTEN, GIVEN BY HUBII, ANY OF ITS EMPLOYEES, OR ANY OTHER PERSON WILL CREATE A WARRANTY, NOR MAY ANY CUSTOMER RELY ON ANY SUCH STATEMENT FOR ANY PURPOSE.

    2. Limitation of Liability.

      1. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WHATEVER THE LEGAL BASIS FOR THE CLAIM, NEITHER HUBII, NOR ANY OF ITS AFFILIATES, AGENTS OR CONTRACTORS, WILL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES ARISING IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE.

      2. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT WILL ANY OF THE OFFICERS, TRUSTEES, DIRECTORS, PARTNERS, BENEFICIARIES, JOINT VENTURERS, AUTHORIZED ORGANIZATIONS, STOCKHOLDERS OR OTHER PRINCIPALS OR REPRESENTATIVES OF HUBII, DISCLOSED OR UNDISCLOSED, EVER BE PERSONALLY LIABLE TO THE OTHER PARTY (INCLUDING FOR DIRECT OR CONSEQUENTIAL DAMAGES), AND YOU HEREBY WAIVE THE RIGHT TO RECOVER DAMAGES FROM SUCH PERSONS.

  6. GENERAL PROVISIONS

    1. Assignment. Neither party may assign these Terms nor any of its rights or obligations under these Terms without the prior written consent of the other party, except that Hubii may assign these Terms without the written consent of User as part of a corporate reorganization, upon a change of control, consolidation, merger, reincorporation, sale of all or substantially all of its assets related to this Terms or a similar transaction or series of transactions. Subject to the foregoing, these Terms will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

    2. Governing Law. These Terms shall be governed by and construed under the laws of the State of California without reference to conflict of laws principles. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. All disputes arising out of or related to these Terms will be subject to the exclusive jurisdiction of Singapore, and the parties hereby agree and consent to the exclusive jurisdiction and venue of these courts.

    3. Miscellaneous. These Terms are the sole agreement of the parties concerning the subject matter hereof, and they supersede all prior terms and understandings with respect to said subject matter. No terms of any other agreement, understanding or communication will modify these Terms, regardless of any failure of Hubii to object to such terms. Any ambiguity in these Terms shall be interpreted equitably without regard to which party drafted hereof. These Terms may be amended by Hubii at any time in its sole discretion. The headings in these Terms are inserted for convenience and are not intended to affect the interpretation of these Terms. Any provision found to be unlawful, unenforceable or void shall be severed from the remainder of these Terms, and the Terms will continue in full force and effect without said provision. User agrees to comply with all applicable export control laws and regulations related to its use of the Services. In the event of a dispute, the prevailing party shall be entitled to attorneys’ fees and costs.