1.1. These User Level Terms of Service (hereinafter referred to as "the API ToS" or the "Agreement") is a legal CONTRACT between YOU, YOUR EMPLOYEES, AGENTS, and CONTRACTORS, and ANY OTHER ENTITY ON WHOSE BEHALF YOU ACCEPT THIS AGREEMENT, based on your duly empowerment in this respect (hereinafter referred to as "YOU") and Hubgets, Inc. with its principal place of business at 4250 Lancaster Pike, Suite 120, Wilmington, DE 19805, USA, (hereinafter referred to as "Hubgets" or "we" or "us").
1.2. Please read these API ToS carefully. You must accept these API ToS, in order to use or access and use the Hubgets API (as defined below). Hubgets only provides the Hubgets API to You subject to these API ToS. By accepting these API ToS or by accessing or using the Hubgets API, You expressly agree to be bound by all the terms of these API ToS, including by any policy made available on the Hubgets Website (as defined below) at https://www.hubgets.com/company/terms.
1.3. If You are any form of legal entity, a company, a corporation, a subsidiary, a branch, a department or other separate unit of such, a joint-venture, a partnership, an NGO, or any other form of legal organization (hereinafter referred to as a "company"), company or corporation, any obligation incurred by "You" based on these API ToS shall also be incurred and shall be read as to extend also to Your employees, agents and contractors and to any other entity on whose behalf You accept these API ToS.
1.4. Hubgets reserves the right to supplement and/or amend, at any time, these API ToS, but will notify You 5 days in advance through Hubgets that these API ToS has changed. In case no formal refusal is received from You with respect to the supplementation/amendment by the time of implementing the amendment, or in case You continue to use the Hubgets API, such shall be considered accepted. If You disagree with the amendment/supplementation of the API ToS, You will cease using the Hubgets API.
1.5. Any update, modifications and new features added to the Hubgets API shall be subject to these API ToS.
1.6. The existing version of the API ToS published at https://www.hubgets.com/company/api-tos supersedes any other previous of the API ToS which may have been agreed by You, whether for Yourself or on behalf of Your company, or Your employees, agents and contractors or other entity on whose behalf You accept these API ToS, upon the time of Your registration or initial use of the Hubgets API.
1.7. By accepting these API ToS or by accessing or using the Hubgets API, You confirm that You are at least 18 years old (or that You reached the age of majority according to the applicable law in Your country) and that You have full capacity to enter into and comply with the terms and conditions in these API ToS. If Hubgets becomes aware that You are under 18 years old and have misrepresented this aspect when accessing the Hubgets API, Hubgets will be entitled to immediately terminate Your account and to prevent Your access to the Hubgets API.
1.8. All agreements, instructions, notices, requests, demands, claims, approvals, consents and other communications hereunder shall be made in writing, either by registered letter or by email, to the following contact Information:
1.9. For up-to-date contact information, please check https://www.hubgets.com/company/contact.
2.1. "Application" – any product, software application or website You create or service You offer using the Hubgets API (defined below).
2.2. "Related Materials" - any related software components, technology, programs, documentation, which may include associated media, printed materials, and "online" or electronic documentation related to the use of Hubgets API, including, without being limited to, operating instructions, user manuals, and performance information, provided in in whatever form Hubgets considers.
2.3. "Data" – means any data and content that You or other user will transmit, post, or otherwise make available or generate via the Hubgets API, which may include data imported from a software Application, service or source that is provided by You or by a third-party, which You or other user(s) use in connection with the Hubgets API, including, but without being limited to, sent and received communication (messages), content of phone conversations, upload files/documents, profile information and anything else You or other user enter or upload into the Hubgets Service by using the Hubgets API.
2.4 "Hubgets API" – the publicly available Hubgets Application Programming Interface ("API"), including the Related Materials.
2.5. "Hubgets Service" - (a) a team communication and collaboration software as a service and related systems and technologies, as well as the websites https://www.hubgets.com, https://www.hubgets.com/hug/, https://www.hubgets.com/blog/, https://www.hubgets.com/api/ (the "Hubgets Website"), and (b) all software, applications, data, reports, text, images, and other content made available by or on behalf of Hubgets through any of the foregoing.
The Hubgets Service does not include any Data, software, application or other services used in connection with the Hubgets Service (including Applications) that are not provided by Hubgets.
2.6 "Hubgets Software" - any software that may be made available by or on behalf of Hubgets in connection with the Hubgets Service, including Hubgets mobile and desktop applications, as well as any related software components, which may include associated media, printed materials, and "online" or electronic documentation.
2.7. "Hubgets Marks" – all Hubgets’ trademarks, trade names, service marks, brands, logos, designs, slogans, service names, abbreviations, designs and symbols which have come to be associated with Hubgets and other designations Hubgets uses in connection with its Hubgets Software, Hubgets Services, Hubgets API and Hubgets Website (as such terms are defined within our Policies available at https://www.hubgets.com/company/terms.
3.1.1. The Company grants You and You accept a free of charge, personal, limited non-exclusive, non-transferable, non-assignable, non-sub-licensable license to install, use, access, display and run the Hubgets API and the Related Materials in a machine-readable, object code form only, on any computing device that You own or have the right to use and control ("API Device Client(s)") and to use the Hubgets APIs to develop, test, and support any software application, website, or product, and to integrate the Hubgets APIs with your Application, only as authorized in these API ToS (the "License").
3.1.2. For purposes of these API ToS, the Hubgets API includes any updates, enhancements, modifications, revisions, or additions to the Hubgets API made by Hubgets and made available to You. We reserve the right to modify the Hubgets API at our sole discretion, without notice. Our right to modify the Hubgets API applies to all aspects of the Hubgets API. Notwithstanding the foregoing, Hubgets shall be under no obligation to provide any maintenance and support services, updates, enhancements, modifications, revisions, or additions to the Hubgets API.
3.1.3. Hubgets reserves the right to modify or discontinue the possibility to use the Hubgets API, or any feature or functionality thereof at any time without notice to You.
3.2. Confidentiality. Use of the License. Restrictions and Obligations
3.2.1. You acknowledge and agree that the Hubgets API may contain proprietary and confidential information of Hubgets and its third-party suppliers, and agree to keep such information confidential. You will maintain all copyright and other proprietary notices and legends placed on the Hubgets API by Hubgets.
3.2.2. You may use the License only in accordance with these API ToS. You may not reproduce or distribute the Hubgets API for any purpose whatsoever.
3.2.3. You may not distribute or allow access to the Hubgets APIs to anyone other than, if applicable, the company on whose behalf You entered into these API ToS. Anyone who wants to access the Hubgets API must agree to be bound by these API ToS.
3.2.4. You may not sell, rent, lease, sub-license, redistribute, or syndicate access to the Hubgets API.
3.2.5. You will not sub-license, transfer, lease, rent, or lend, distribute, commercialize or otherwise transfer the License, Your rights to use the Hubgets API and/or the Related Materials, as granted to You by these API ToS, to any third-party. Any attempted assignment of Your rights under these API ToS to a party who has not previously accepted the terms of these API ToS will not be enforceable against Hubgets.
3.2.6. Without limiting the foregoing, You may not copy or upload the Hubgets API or any part thereof to any server or location for reproduction or distribution. You may not reverse engineer, decompile, disassemble, or otherwise translate, reconstruct, transform or extract the Hubgets API or any portion of the Hubgets API.
3.2.7. You may not modify or adapt the Hubgets API that You have obtained in any way. No copies of the Hubgets API and/or Related Material or any portions thereof can be made by You or any person under Your authority or control. Any attempt to act against the provisions stipulated above constitutes a violation of the rights of Hubgets and of these API ToS. If You breach this restriction, You may be subject to prosecution and shall be obliged to pay damages to Hubgets.
3.2.8. You will not use the Hubgets API to upload, transmit, or otherwise make available any malware, including without limitation, virus software, root kits, password crackers, adware, key-stroke capture programs, and other computer code, files or programs used in malicious activity and created to interrupt, destroy or limit the functionality of any computer software or hardware;
3.2.9. When using Hubgets API, You will comply with any applicable laws or regulations, You will observe all rights of any person, including but not limited to intellectual property rights, rights of privacy, or rights of personality. You are not entitled to use the Hubgets API in any manner inconsistent with these API ToS, Hubgets Policies, or any other agreements executed by You with Hubgets or its affiliates.
3.2.10. You will not use the Hubgets API or any other technology in a manner that accesses or uses any information beyond what Hubgets allows under these API ToS or the Related Materials, that changes the Hubgets Service, that it is intended to break any security measures, that disrupts or degrades the performance of the Hubgets Service or of the Hubgets API.
3.2.11. You are not entitled to use the Hubgets API or Your Application or any other product or means to create confusion with the respect to the Hubgets API, Hubgets Service or to suggest that the any message comes from Hubgets.
3.2.12. When using Hubgets API, You will not attempt to exceed or circumvent limitations on access, calls and use of Hubgets API, or otherwise use the Hubgets API in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of these API ToS the Related Materials or the Hubgets Policies.
3.2.13. You will not use the Hubgets API to place any advertisements and You will not use Data or any content from Hubgets API in any advertisements or for purposes of targeting advertisements, nor for posting or promoting adult content, gambling, sale of tobacco or alcohol, or otherwise in violation of any applicable law or regulation, whether in Your Application or elsewhere;
3.2.14. You will not knowingly allow or assist any government entities, law enforcement, or other organizations to conduct surveillance or obtain data using Your access to the Hubgets API in order to avoid serving legal process directly on Hubgets. Any such use by You for law enforcement purposes is a breach of these API ToS. Any law enforcement personnel seeking information about Hubgets users will be referred to our Legal Department, at: firstname.lastname@example.org.
3.2.15. You will not display, distribute or otherwise make available Data through Hubgets API or any Application to any person or entity that you reasonably believe will use Data to violate the Universal Declaration of Human Rights or any other applicable law. You will not conduct and Your Application will not provide analyses or research that isolates a small group of individuals or any single individual for any unlawful or discriminatory purposes.
3.2.16. The restrictions contained herein apply equally to any updates to the Hubgets API that You may obtain.
4.1. Ownership. Copyright: The Hubgets API is licensed, not sold. By entering into these API ToS and by accessing and using the Hubgets API, You acknowledge that:
4.1.1. (i) the Hubgets API and the Related Materials, as well as the Hubgets Marks and all copies, improvements, enhancements, modifications and derivative works thereof, including, without being limited to computer code, audio, graphics, multimedia, images, sounds, and text incorporated into the Hubgets API and all intellectual property rights therein are and shall remain the sole and exclusive property of Hubgets or will continue to fall under the lawfully acquired license rights of Hubgets, respectively, and that (ii) the Hubgets API and Related Materials are protected under the applicable copyright legislation and international treaties.
4.1.2. as between You and Hubgets, Hubgets owns and shall continue to own all right, title, and interest in and to the Hubgets API, Related Materials and Hubgets Marks, including all associated intellectual property rights under copyright, trade secret, patent, or trademark laws. These API ToS does not grant You any ownership interest in or to the Hubgets API, the Related Materials or the Hubgets Marks, but only a limited right of use that is revocable in accordance with the terms of these API ToS. Except for the limited rights and License expressly granted hereunder, no other license is granted and no other use is permitted.
4.2. Unauthorized Used: Any unauthorized use or appropriation of the intellectual property embodied in or incorporated into the Hubgets API and Related Materials is expressly prohibited by law and may result in severe civil and criminal penalties. Hubgets reserves the right to remedy violations immediately upon discovery, to prevent Your access to the Hubgets API and/or to ask the competent authorities recognition of its rights and ascertainment of the infringement as well as to claim compensation for the use of the Hubgets API and compensation for damages according to the provisions of the federal laws and the State of Delaware legislation.
4.3. Hubgets Marks: You may not remove or alter any Hubgets Trademarks, or co-brand Your own products, Applications or material with the Hubgets Marks, without our prior explicit written consent.
4.4. You acknowledge our rights in Hubgets Marks and agree that any use of the Hubgets Marks by You shall inure to our sole benefit. You agree not to incorporate any Hubgets Marks into Your trademarks, service marks, company names, Internet addresses, domain names, or any other similar designations, for use on or in connection with computer or Internet-related products, services or technologies or otherwise.
4.5. You must not use the Hubgets Marks in a way that suggests Your service is endorsed by, sponsored by, or in any way associated with Hubgets, and You must strictly observe the Hubgets Brand Identity Guidelines available at https://www.hubgets.com/product/brand-identity.
4.6. Gathering Information: In order to guarantee the proper use of the Hubgets API, as granted by these API ToS, Hubgets has the right to gather any and all information regarding Your use of the Hubgets API and any and all of Your Data that You enter in Hubgets API during Your usage.
5.1. Data caching. Where Data is cached, You need to refresh the cache at least every 24 hours.
5.2. Security deficiencies: If you become aware of or think you have encountered any security deficiencies, breaches in, or intrusions to Hubgets API, You will immediately notify Hubgets in writing via email to Hubgets Security Department at security@Hubgets.com. Such events may include, without being limited to, any unauthorized access, use, disclosure or destruction of Hubgets API, Hubgets Service or Data. You will provide Hubgets with assistance, as requested, to eliminate any security deficiency or breach, and will immediately disconnect any intrusions or intruder. In the event of any security deficiency or intrusion involving Hubgets API, Hubgets Service or Data, You will not make any public statement regarding such deficiencies or intrusions without Hubgets’ prior explicit written permission.
5.3. User requested deletion. If You are user of the Hubgets Service (but without being the owner or an administrator), You may ask the owner of Your team account to terminate Your account in Hubgets API. In such a case, Your access to the Hubgets team associated with that account will be disabled. However, Your profile and its content will not be deleted, as this is considered part of Your team’s Data. You cannot completely delete a profile once it is created.
5.4. Delete at termination. You can delete at any time voicemails, faxes, and voice and video call recordings available in call history for Your Hubgets account and You must delete all such Data You have collected from an user of the Hubgets Service upon request by that user. If You are the owner of Your teams’ account, You must delete such Data when an user of the Hubgets Service terminates his or her account with You and stops using the Hubgets API. This provision does not require a user of Hubgets API or Hubgets Service to delete Data stored in Hubgets API, if the Hubgets user is prohibited from accessing the Hubgets API.
5.5. If Your Hubgets Service team’s account is deleted, Hubgets will delete all copies of Your Data in our possession or control, unless legally prohibited.
5.6. The provisions of Sections 5.3, 5.4 and 5.5 do not apply to Data that Hubgets users also provide directly to You without any link to Hubgets API and that is separately entered or uploaded to You by the user of Your Application.
5.7. No storage. When using the Hubgets API or in relation to such use, You may not copy or store any Data or capture or store any information expressed by the Data (such as hashed or transferred data), except to the extent permitted by these API ToS.
5.8. Violations of these API ToS: You become aware of any violation of this API ToS, You need to immediately notify Hubgets and provide Hubgets with assistance, as requested, to stop or remedy the violation. You will report any violation of these ToS that You become aware of to Hubgets Abuse Department at abuse@Hubgets.com.
6.1. By entering into these API ToS, You represent and warrant to Hubgets that:
a) You have full power and authority to enter into and perform these API ToS, and that You have taken all necessary actions to authorize Your entry into and performance of these API ToS;
b) Your obligations assumed by You under these API ToS are legal, valid, binding and enforceable;
c) Your entry into and performance by You of these API ToS do not and will not conflict with any laws or regulation applicable to You, Your constitutional documents (if the case), or any agreement or instrument binding upon You or any of Your assets;
d) You have obtained all authorizations required to enable You to lawfully enter into, exercise Your rights and comply with Your obligations in these API ToS or to perform Your obligations hereunder and all such authorization are in full force and effect;
e) You own all Your Data or have obtained all permissions, releases, rights or licenses required to engage in Your activities in connection with the Hubgets API and the Hubgets Service, without obtaining any further releases or consents;
f) Your Data, Your Application and Your other activities in connection with the Hubgets API do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Your Data contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; and
g) You have the right to use, reproduce, transmit, copy, publicly display, publicly perform, and distribute Your Application;
h) the use of Your Application by Hubgets and by our users do not and will not violate, infringe, or misappropriate the rights of any third-party, including, without limitation, intellectual property rights, right of privacy or publicity, or other personal or proprietary right, or any applicable law or regulation, including the laws of any country in which Your Application is made available and any applicable export laws.
7.1. These API ToS becomes effective upon Your acceptance of these API ToS, or upon Your accessing or using of the Hubgets API. These API ToS shall continue in full force and effect unless and until these API ToS shall be terminated as described herein.
7.2. Your rights under these API ToS may be terminated by Hubgets immediately should You breach any of the provisions of these API ToS or take any action in violation of any rights of Hubgets in relation to the Hubgets API, Related Materials or Hubgets Marks.
7.3. You may terminate these API ToS at any time, by discontinuing use of Hubgets API.
7.4. Hubgets may change, suspend or discontinue the Hubgets API and suspend or terminate Your use of the Hubgets API and/or of the Hubgets Marks at any time and for any reason, without notice. Without limiting the foregoing, we may limit Your Application's access to the Hubgets API if we, in our sole discretion, have good grounds to believe that it may negatively affect the Hubgets API, the Hubgets Website, the Hubgets Marks, the Hubgets Service, our ability to provide such Hubgets Service.
7.5. Upon termination of these API ToS, (i) all Your rights and the License granted under these API ToS will immediately terminate ; (ii) You shall immediately discontinue all use of the Hubgets API, of the Related Materials and of the Hubgets Marks; (iii) You will promptly destroy the Related Materials in Your possession and any other Hubgets-related information in Your possession or control, that was received under these API ToS; and (iv) You must permanently delete all Data and other information that You acquired further to Your use of the Hubgets API and will certify such deletion should Hubgets requires You to.
7.6. The following sections of these API ToS shall survive the termination of these API ToS: Sections 3.2 ("Confidentiality. Use of the License. Restrictions and Obligations"), 4 ("Intellectual Property"), 5.3 ("User requested deletion"), 5.4 ("Delete at Termination"), 7 ("Term and Termination"), 7.7 ("Indemnity"), 8 ("Limited Warranty"), 9 ("Limitation of Liability") and 10 ("Governing Law. Dispute Resolution"), irrespective of the cause for termination, and shall remain valid and binding indefinitely and enforceable against You until all obligations are fully satisfied.
You will, at your own expense, indemnify and hold Hubgets, its subsidiaries and affiliates, all officers, directors, and employees thereof, harmless from and against any and all claims, actions, liabilities, losses, damages, JUDGMENT, grants, costs, and expenses, including reasonable attorneys' fees (collectively, hereinafter referred to as "Claims"), arising out of any use of the Hubgets API by You, any party related to You, or any party acting upon Your authorization in a manner that is not expressly authorized by these API ToS or arising in relation to any of Your Data, or Your (and any user associated with Your account) use or misuse of the Hubgets API or use of the Hubgets Marks. Hubgets shall provide notice to You of any such Claim, suit or demand. Hubgets reserves the right to conduct the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, You agree to cooperate with any reasonable requests assisting us with the defense of such matters. The provisions of this section shall survive the termination of these API ToS.
8.1. THE HUBGETS API AND ALL RELATED MATERIALS AND INFORMATION ARE PROVIDED ON "AS IS" BASIS AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND AND HUBGETS EXPRESSLY DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT AUTHORIZED BY LAW. WITHOUT LIMITATION OF THE FOREGOING, HUBGETS EXPRESSLY DOES NOT WARRANT THAT THE HUBGETS API WILL MEET YOUR REQUIREMENTS OR THAT OPERATION OR USE OF THE HUBGETS API WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE HUBGETS API. YOU ASSUME RESPONSIBILITY FOR USING THE HUBGETS API TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE RESULTS OBTAINED FROM YOUR USE OF THE HUBGETS API.
8.2. EXCEPT FOR THIS LIMITED WARRANTY EXPRESSED IN THIS SECTION, YOU HEREBY AGREE TO BEAR THE ENTIRE RISK AS TO YOUR USE OF THE HUBGETS API.
8.3. You understand and agree that The Hubgets API may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, or because of other causes beyond our reasonable control. We will use all reasonable efforts to provide advance notice of any material scheduled service disruption. In addition, while Hubgets takes steps to ensure that information provided to its third party vendors and hosting partners is transmitted using reasonable security measures, it does not guarantee that these transmissions will be encrypted. Accordingly, You acknowledge that You bear sole responsibility for adequate security, protection and backup of Your Data. Hubgets will have no liability towards You for any unauthorized access or use of any of Your Data, or any corruption, deletion, destruction or loss of any of Your Data.
8.4. NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM HUBGETS OR THROUGH THE HUBGETS API SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE API TOS AND NO PARTNER, DISTRIBUTOR, OR EMPLOYEE OF HUBGETS IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS WARRANTY.
9.1. THIS LIMITATION OF LIABILITY IS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT SHALL HUBGETS BE LIABLE FOR ANY COSTS OF SUBSTITUTE SERVICE OR SOFTWARE, OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION), OR SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF THESE API TOS OR THE USE OF OR INABILITY TO USE THE HUBGETS API OR THE FAILURE TO PROVIDE SUPPORT SERVICES FOR THE HUBGETS API, EVEN IF HUBGETS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2. HUBGETS’ SOLE LIABILITY AND YOUR SOLE REMEDY FOR A BREACH OF ANY WARRANTY OF HUBGETS SHALL BE THE HUBGETS’ GOOD FAITH EFFORT TO RECTIFY SUCH NONCONFORMITY. HUBGETS AND ITS AFFILIATES, SUBSIDIARIES, PARENT COMPANIES, AGENTS, PARTNERS, AND EMPLOYEES MAKE NO REPRESENTATION, WARRANTY OR CONDITION TO YOU OR ANY OTHER PERSON OR ENTITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY, AS TO ANY OF THE FOLLOWING:
9.2.1. THE DESCRIPTION, QUALITY, NON-INFRINGEMENT, MERCHANTABILITY, COMPLETENESS, OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE OF THE HUBGETS API, OR TITLE TO THE HUBGETS API AND RELATED MATERIALS;
9.2.2. THE CONDITION OF THE HUBGETS API AS FREE FROM ANY VIRUS OR OTHER CODE THAT IS CONTAMINATING, MALICIOUS OR DESTRUCTIVE BY NATURE;
9.2.3. THE CONDITION OF THE HUBGETS API AS ERROR FREE OR CAPABLE OF OPERATING WITHOUT PACKET LOSS OR INTERRUPTION;
9.2.4. THE RELIABILITY OR QUALITY OF ANY CONNECTION TO OR ANY TRANSMISSION OVER THE INTERNET OR OTHER DATA COMMUNICATION PATH;
9.2.5. THE QUALITY OF CALLS PLACED, CARRIED OR SUPPORTED BY THE HUBGETS API;
ALL SUCH REPRESENTATIONS, WARRANTIES AND CONDITIONS HEREBY BEING EXPRESSLY EXCLUDED AND DISCLAIMED.
9.3. YOU AGREE TO HOLD HUBGETS HARMLESS FROM AND YOU AGREE NOT TO SUE HUBGETS FOR ANY CLAIMS BASED ON USING THE HUBGETS API, WHETHER IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE HUBGETS API.
9.4. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THESE API TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE API TOS.
10.1. The laws of the State of Delaware govern any action related to these API ToS. Choice of law rules of any jurisdiction and the United Nations Convention on Contracts for the International Sale of Goods will not apply to any provision or dispute under these API ToS.
10.2. You and Hubgets shall firstly try to solve amicably any Claim You might have against Hubgets or its affiliates in relation to the Hubgets API or these API ToS or that Hubgets might have against You or Your affiliates. The formal process can be started at least 30 days after one of us notifies the other of a Claim in writing. You will send Your notice of Claim by email to email@example.com AND to the contact details stated in Section 1.8 and 1.9 of these API ToS. This notice of Claim must include the name, address and other contact information for the party that raises the claim and also a written statement that includes the facts that led to the rise of this claim or dispute or controversy and describes the requested relief.
10.3. The thirty (30) days term mentioned in Section 10.2 above and the obligation to solve the Claim amicably shall not apply in case of disputes, claims, or controversies concerning patents, copyrights, moral rights, trademarks, and trade secrets and claims of piracy or unauthorized use by You of the Hubgets API or any other statement or law governing theft of service, and these may be decided only by a court of competent jurisdiction.
10.4. If the amicable solving of the Claim is not possible, to the maximum extent permitted by law, You hereby consent to the jurisdiction and venue of the courts located within the State of Delaware, United States of America and waive any objections to the jurisdiction or venue of such courts.
10.5. Regardless of any statute or law to the contrary or the applicable dispute resolution process, any Claim or cause of action arising out of or related to use of the Hubgets API or under the API ToS must be filed by You against Hubgets within one (1) year after such Claim or cause of action arose or shall be forever barred. For Claims pursuant to the exceptions identified in Section 10.3, Claims must be filed with the appropriate court within three (3) years after such Claim or cause of action arose or shall be forever barred.
10.6. Notwithstanding the above, You agree that Hubgets shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
11.1. Entire Agreement: These API ToS represent the entire agreement between You and Hubgets concerning the Hubgets API, and these API ToS supersede and replace any prior proposal, representation, or understanding, discussions, undertakings or agreements You may have had with Hubgets relating to the Hubgets API or the terms stated in these API ToS. Neither these API ToS, nor any terms and conditions contained herein, shall be construed as creating a partnership, joint venture or agency relationship, or as granting a franchise between You and Hubgets.
11.2. Other Applicable Agreements: You and Your Application must also comply with the following, which are hereby incorporated by reference:
In the event of any conflict between the content in these API ToS and any of the documents mentioned above, the terms of these API ToS shall prevail.
11.3. Amendment of the API ToS: Hubgets reserves the right, in its sole discretion, to amend these API ToS from time to time. If there is a conflict between the version of the API ToS in force at the date You access or start using the Hubgets API and the most current version of the API ToS, posted at https://api.hubgets.com the latter will prevail.
11.4. Notices: Except as otherwise set forth herein, all notices under these API ToS will be in writing, at the contact details of Hubgets or at the contact details You have associated with Your account, and will be deemed to have been duly given when received, if personally delivered, or when receipt is electronically confirmed, or upon receipt- if sent by certified or registered mail, return receipt requested.
11.5. Severability: If any term or provision of these API ToS is declared void or unenforceable in a particular situation, by any judicial or administrative authority, the parties agree that such provision will be replaced with a new provision that accomplishes the original business or intended purpose, and the other provisions of these API ToS will remain in full force and effect.
11.6. Sections and Headings: The Section headings of these API ToS shall not affect the meaning or interpretation of these API ToS, have no legal or contractual effect, and are included only to facilitate its reading.
11.7. Language: In case we provide You with a translation of the English language version of these API ToS or any document referred to in these API ToS, You agree that the translation is provided for Your convenience only and that the English language versions of any such document, will prevail.
11.8. Applicable Taxes: You shall pay all applicable sales, use, transfer, or other taxes and all duties, whether national, state, or local, however designated, that are levied or imposed by reason of the transaction contemplated under these API ToS and use of the Hubgets API. You shall reimburse Hubgets for the amount of any such taxes or duties paid or incurred directly by Hubgets as a result of Your use of the Hubgets API.
11.9. Non-Waiver. Hubgets failure to insist upon or enforce strict performance of or strict compliance with any provision of these API ToS shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties, nor trade practice shall act to modify any provision of these API ToS.
11.10. Injunctive Relief: In no event will You seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Hubgets API, the Hubgets Website, the Hubgets Service, or Related Materials or other material used or displayed through the Hubgets API or the Hubgets Website.
11.11. Assignment of Rights. Hubgets may assign its rights and duties under these API ToS to any party at any time without notice to You. You may not assign or delegate any rights or obligations under these API ToS, including as a result of change of control. Any purported assignment and delegation shall be ineffective towards Hubgets.
YOU ACKNOWLEDGE THAT YOU HAVE READ THESE API TOS AND UNDERSTAND THEM AND AGREE TO BE BOUND BY THEIR TERMS AND CONDITIONS.