Hubgets - End-User License Agreement

End-User License Agreement

The Hubgets End-User License Agreement ("EULA" or "this 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") and covers Your use of the Hubgets software (hereinafter referred to as "Hubgets Software") and related software components, which may include associated media, printed materials, and "online" or electronic documentation (hereinafter referred to as "Related Material").

Hubgets Software is licensed together with VoipNow Software, a software product owned by Rack-Soft Inc., and with respect to which Rack-Soft Inc. owns any and all intellectual property rights, titles, and interest, including associated intellectual property rights under copyright, trade secret, patent, or trademark laws. In addition to this EULA, You will need to read and accept the terms of the End-User License Agreement for VoipNow Software before using Hubgets.

READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE DOWNLOADING THE HUBGETS SOFTWARE OR USING THE HUBGETS SOFTWARE. THE HUBGETS SOFTWARE IS COPYRIGHTED AND IT IS LICENSED TO YOU UNDER THIS EULA, NOT SOLD TO YOU. BY DOWNLOADING THE HUBGETS SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU ACCEPT AND AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THE AGREEMENT, THEN HUBGETS REFUSES TO LICENSE THE HUBGETS SOFTWARE TO YOU AND YOU MAY NOT DOWNLOAD, INSTALL OR OTHERWISE USE THE HUBGETS SOFTWARE IN ANY WAY. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU WILL UNINSTALL AND REFRAIN FROM ACCESSING OR USING THE HUBGETS SOFTWARE. THIS AGREEMENT REPRESENTS THE ENTIRE AGREEMENT BETWEEN YOU AND HUBGETS CONCERNING THE HUBGETS SOFTWARE AND RELATED MATERIALS, AND IT SUPERSEDES AND REPLACES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING YOU MAY HAVE HAD WITH HUBGETS RELATING TO THE HUBGETS SOFTWARE AND/OR RELATED MATERIALS.

1. License

1.1 Hubgets hereby grants You, and You accept a limited, non-exclusive license to use the Hubgets Software in a machine-readable, object code form only, and the Related Materials, only as authorized in this EULA. For purposes of this Agreement, the Hubgets Software includes any updates, enhancements, modifications, revisions, or additions to the Hubgets Software made by Hubgets Inc. and made available to You by Hubgets through Hubgets Website. Notwithstanding the foregoing, Hubgets shall be under no obligation to provide any updates, enhancements, modifications, revisions, or additions to the Hubgets Software. The Software can be used in accordance with this EULA until an announcement is made by Hubgets that the Hubgets Software will be withdrawn from the market, together with the last customer ship date and the estimated end of support date for such Hubgets Software, at https://www.hubgets.com/product/eol. For purposes of this Agreement, the Related Materials include without limitation, operating instructions, user manuals, and performance information, in whatever form Hubgets considers. The territory of this EULA shall be throughout the World so long as use of Hubgets Software as contemplated herein is legal in the jurisdiction where You reside or operate business.

1.2 You may use one copy of the Hubgets Software activated by a License Key or License Activation Code generated by Hubgets on a single server or autonomous system distributed across multiple servers (when the Hubgets Software provides such facilities) owned, leased, or otherwise controlled by You, at a single time. If You have multiple License Keys for the Hubgets Software, You may use as many copies of the Hubgets Software corresponding to the number of such License Keys. For purposes of this Agreement, "use" of the Hubgets Software means loading the Hubgets Software into the temporary or permanent memory of a computer. Installation of the Hubgets Software on a network server solely for distribution to other computers is not "use" of the Hubgets Software, and is permitted, as long as You have a License Key valid for each server (virtual or physical) to which the Hubgets Software is distributed. The Hubgets Software may not be used on or distributed to a greater number of computers than You have License Keys for. If You will use or distribute the Hubgets Software to multiple users, You must ensure that the number of users does not exceed the number of License Keys You have obtained, or You will be in breach of this Agreement.

1.3 You may not reverse engineer, decompile, disassemble, or otherwise translate the Hubgets Software or any License Keys You have obtained. You may not modify, create derivative works or adapt the Hubgets Software or any License Keys that You have obtained in any way. You may make one copy of the Hubgets Software, the Related Materials, and any License Key that You have obtained, solely for backup or archival purposes. Any such copies of the Hubgets Software, Related Materials, or License Keys shall include any copyright or other proprietary notices that were included on such materials when You first received them. Except as authorized in this Section, no copies of the Hubgets Software, Related Materials, or License Keys, or any portions thereof, may 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 this EULA. If You breach this restriction, You may be subject to prosecution and shall be obliged to pay damages to Hubgets.

1.4 You will not sub-license, lease, rent, or lend, distribute, commercialize or otherwise transfer Your rights of usage of the Hubgets Software, Related Materials, or License Keys, as granted by this Agreement, to any third-party. You may not assign Your rights in the Hubgets Software, Related Materials, and License Keys, unless Hubgets grants its prior written consent in this respect and provided that the party to whom You wish to assign such rights accepts the terms of this Agreement prior to the assignment. Any attempted assignment of Your rights under this Agreement to a party who did not receive the prior written consent from Hubgets and has not priory accepted the terms of this Agreement will not be enforceable against Hubgets.

1.5 For anti-fraud and anti-theft purposes, Hubgets licenses contain an expiration date. Under normal circumstances, the license updates automatically prior to the expiration date, provided that Hubgets Software can connect to Hubgets Licensing Server. A license update is not granted by the Licensing Server when exceptions are detected, such as, but not limited to concurrent use of license on multiple Hubgets installations or when invoices are overdue on Your account. Hubgets shall not be liable for any damages or costs incurred in connection with the expired licenses.

2. Evaluation License

2.1 The Hubgets Software is not a free of charge software. The Evaluation License (which may be provided to you by Hubgets) grants You the non-exclusive and non-transferable right to install and use the copy of the Hubgets Software on one server only, for evaluation purposes, without charge for a time period determined by Hubgets which ranges from ten (10) to thirty (30) days (hereinafter referred to as "Evaluation Period"). By using the Evaluation License You agree to be bound to the obligations provided by Section 1 above.

2.2 Unregistered and unauthorized use of the Hubgets Software after the expiration of the Evaluation Period represents a violation of Hubgets copyright, as well as a violation of the law of the State of Delaware on copyright laws and of the international treaties.

2.3 During the Evaluation Period, You are hereby licensed, without charge, to use the Evaluation Version of the Hubgets Software for evaluation purposes only. Any other type of use, including but not limited to administrative, commercial or productive support for Your and/or third-party business activities, is expressly excluded and forbidden.

2.4 There is no charge for using the Evaluation License in accordance with this Section 2. You are specifically prohibited from charging, requesting donations or otherwise asking or receiving economic benefits for any such copies, however made, and from distributing the Hubgets Software and/or other Related Materials with other products (commercial or otherwise) without Hubgets’ or Your Hubgets Software provider’s prior written permission.

3. Intellectual Property and Confidentiality

3.1 This Hubgets Software copy is licensed, not sold. You acknowledge that (i) the Hubgets Software and the Related Materials and all copies, improvements, enhancements, modifications and derivative works thereof, and all intellectual property rights therein are and shall remain the sole and exclusive property of Hubgets, and that (ii) the Hubgets Software and Related Materials are protected under the applicable copyright legislation and international treaties. You further acknowledge and agree that, as between You and Hubgets, Hubgets owns and shall continue to own all right, title, and interest in and to the Hubgets Software and Related Materials, including associated intellectual property rights under copyright, trade secret, patent, or trademark laws. This Agreement does not grant You any ownership interest in or to the Hubgets Software or the Related Materials, but only a limited right of use that is revocable in accordance with the terms of this Agreement. Except for the limited rights and License expressly granted hereunder, no other license is granted and no other use is permitted. In order to guarantee the proper use of the Hubgets Software as granted by this Agreement, Hubgets has the right to gather any and all information regarding the use of the Hubgets Software, including but not limited to the IP address of the computer server where the Hubgets Software is installed, the Infrastructure ID of the computer server where the Hubgets Software is installed, and a usage report (hereinafter referred to as the "Sales Report") containing information such as number of active Hubgets users, organizations, customers, extensions, concurrent calls, and other data that Hubgets needs to calculate the License Fees invoice for the Hubgets Software. The Sales Report will be automatically generated and sent to Hubgets in electronic form multiple times per month. You shall not interfere, block, delay or alter the transmission of the Sales Report to Hubgets. Any interference with, blocking, delay or altering of the Sales Report transmission to Hubgets constitutes a violation of this Agreement. Hubgets reserves the right to remedy violations immediately upon discovery, terminate the License and/or ask the competent authorities recognition of its rights and ascertainment of their infringement and claim compensation for the use of the Hubgets Software as well as compensation for damages according to the provisions of the State of Delaware legislation.

3.2 Hubgets expressly prohibits utilization count overrides without prior written approval. Hubgets reserves the right to remedy violations immediately upon discovery, terminate the License and/or ask the competent authorities recognition of its rights and ascertainment of their infringement and claim compensation for the use of the Hubgets Software as well as compensation for damages according to the provisions of the State of Delaware legislation.

3.3 "Hubgets Marks" shall mean Hubgets Inc.'s 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

"Hubgets Inc." shall mean the company having its registered principal place of business at 171 Main Street Road Town, Tortola VG 1110, British Virgin Islands, which is the legal and beneficiary owner of the Hubgets Marks.

You may not remove or alter any Hubgets Marks, or co-brand Your own products or material with Hubgets Marks, without Hubgets Inc’s prior written consent, expressed in a separate agreement. You acknowledge Hubgets Inc’s rights in the Hubgets Marks and agree that any use of the Hubgets Marks by You shall inure to Hubgets Inc’s sole benefit. You agree not to incorporate any of the 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.

3.4 You shall permit only authorized users, who possess rightfully obtained License Key, to use the Hubgets Software or to view the Related Materials. Except as expressly authorized by this Agreement, You shall not make available the Hubgets Software, Related Materials, or any License Key to any third-party. You will use Your best efforts to cooperate with and assist Hubgets in identifying and preventing any unauthorized use, copying, or disclosure of the Hubgets Software, Related Materials, or any portion thereof.

3.5 Hubgets has the right to gather information regarding the use of the Hubgets Software including but not limited to users' IP addresses, screen resolution, browsers, location and other information that permit Hubgets to improve the Hubgets Software.

4. Support Services and Updates

4.1 When purchasing a License of the Hubgets Software, Hubgets will provide You with support and updates as set forth in the support package included in the purchase and available on the purchase invoice.

4.2 Use of any such support services is governed by the Hubgets policies and programs described in the Related Materials and/or other online documentation provided by Hubgets. Any supplemental Hubgets Software code or related materials that Hubgets provides You with as part of the support services are to be considered part of the Hubgets Software and are subject to the terms and conditions of this EULA. With respect to any technical information You provide to Hubgets as part of the Support Services, Hubgets may use such information for its business purposes without restriction, to the maximum extent permitted by law, including for product support and development. Hubgets will not use such technical information in a form that identifies You personally.

4.3 Hubgets may, at its own discretion, terminate the License, should Hubgets decide to retire the Hubgets Software and/or Services (hereinafter referred to as "End of Life"). Hubgets shall publicly post the notice of End of Life, including the last date of general commercial availability of the affected Hubgets Software and the timeline for discontinuing Services on Hubgets Website. Hubgets shall have no obligation to provide Services for Hubgets Software that is in End of Life. In addition, Hubgets may, at its sole discretion to terminate the Hubgets License should the VoipNow Software License granted to You be terminated for any reason.

5. Licensing Fees

5.1 The Hubgets Software will become available to You for use upon Your receipt of one or several License Keys. You must accept this EULA and pay the Licensing Fees. The Licensing Fees paid by You are charged in consideration of the license granted under this Agreement and they give You the right to obtain one or several License Keys.

5.2 There shall be no refund or adjustment for amounts paid by You for Hubgets Software License Key(s) delivered to You.

5.3 Unless otherwise defined herein, the following terms shall have the meaning set out below:

  1. Licensing Object shall mean the product dependent entity used as reference in Your billing process. For Hubgets Software, the Licensing Object is an active User account that has not been disabled or deleted by You during an active month as outlined in the Sales Report. The User is eligible to be included in the Sales Report for the invoiced Licensing Fees.
  2. Hubgets Team shall mean the first level of functionality available in Hubgets Software that includes the following features: one-to-one chat (direct instant messaging), topics (one-to-many/group chat), and browser based voice and video calls.

5.4 Hubgets will provide You the Hubgets Software based on Your placed order. When placing an order, You will be required to opt for a certain type of license of the Hubgets Software. The charging fees listed on the Hubgets Website as of the date of Your order for the type of License that You have opted for will be applicable. If Hubgets decides to increase prices for Your type license, Hubgets will notify You on the change on the Hubgets Website and by email using the email address You have provided for to Your account, at least 30 days before the change is to take effect. If You continue to use the Hubgets Software after the price change goes into effect, this will represent evidence that You agreed with the changed fees for Your License. When placing an order, You will also be required to provide details or Your credit card or other payment instrument for billing purposes.

5.5. Your first invoice will be issued on the day You place Your order (the "Subscription Date"). Each following invoice will be issued on the Subscription Date of the following year. Each of Your invoice becomes due on the date of its issuance and will be credited to the credit/debit card You have provided for Your account.

5.6 Upgrades/Downgrades. You may upgrade/downgrade to a different Hubgets Software License plan and/or You may change (upgrade or downgrade) the number of the users You have subscribed for initially, at any time. Upgrades ordered after the normal Subscription Date will be charged pro-rated with the remaining time until the next Subscription Date. The pro-rata additional fees will be invoiced on the date You place Your order for the upgrade of Your subscription plan and/or of the number of the users You have subscribed for initially. No downgrades are available.

6. Term and Termination

6.1 This EULA is effective upon Your acceptance of the Agreement, or upon Your downloading, accessing, and using of the Hubgets Software, and by accepting this Agreement by clicking the "I accept" button. This EULA shall continue in effect until terminated. You may terminate this EULA at any time by cumulatively: (i) providing written notice of Your decision to terminate the Agreement to Hubgets and (ii) returning to Hubgets or to Your Hubgets Software provider the Hubgets Software, Related Materials, all copies thereof, and all License Keys that You have obtained or destroying all such materials and providing written verification of such destruction to Hubgets. Regarding the noticing procedure in paragraph (i) above, Hubgets requires a written cancellation notice with minimum forty-eight (48) hours prior to the cancellation. Notice of written cancellation is required to be sent to Your Hubgets Software provider.

6.2 Your rights under this Agreement shall terminate immediately should You breach any of the provisions of the Hubgets Policies in general and of this EULA in particular or take any action in derogation of Hubgets’ rights to the Hubgets Software or Related Materials. Upon termination of this EULA, You shall immediately discontinue all use of the Hubgets Software and, unless otherwise instructed by Hubgets or by Your Hubgets Software provider, within thirty (30) days after such termination, You shall return to Hubgets or to Your Hubgets Software provider all Related Materials, including any and all copies thereof made by You, and You will remove all Hubgets Software from computers and certify to Hubgets to Your Hubgets Software provider in a written document signed by Your authorized representative that all such Hubgets Software has been destroyed.

6.3 There shall be no refund or adjustment for the amounts paid by You for the Hubgets Software purchased in the event this EULA is terminated as provided under Section 6. The provisions of this EULA, which by their nature extend beyond the termination date of this Agreement, will survive and remain in effect and enforceable until all obligations are fully satisfied.

7. Rules of Conduct

7.1 As a condition to Your continued use of the Hubgets Software, You agree that You will not use the Hubgets Software for any purpose that is unlawful or prohibited by this Agreement. In the access or use of the Hubgets Software, You shall comply with this Agreement. You shall act always in accordance with the law, custom and in good faith. You may not make any change or alteration to the Hubgets Software and may not impair in any way the integrity or operation of the Hubgets Software. Without limiting the generality of any other provision of this Agreement, if You default negligently or willfully in any of the obligations set forth in this Agreement, Hubgets may immediately and without notice or warning terminate Your access to the Hubgets Software and/or any other services related to the Hubgets Software, and You shall be liable for all the losses and damages that this may cause to Hubgets, our affiliates, partners or licensors.

7.2 By way of example, and not limitation, You agree not to:

  1. Post, transmit, or otherwise make available through or in connection with the Hubgets Software:
    • Any information or materials that are or may be, or the posting, transmission or use of which is or may be: (i) threatening, harassing, degrading, hateful or intimidating; (ii) defamatory or libelous; (iii) fraudulent or tortious; (iv) obscene, indecent, pornographic or otherwise objectionable; or (v) infringing copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right of any third party.
    • Any material that would give rise to criminal or civil liability; that encourages conduct that constitutes a criminal offense; or that encourages or provides instructional information about illegal activities or activities such as "hacking," "cracking," or "phreaking."
    • Any virus, worm, Trojan horse, Easter egg, time bomb, spyware, or other computer code, file, or program that is harmful or invasive or that may or is intended to damage, hijack, disable, interfere with, or disrupt the operation of, or monitor the use of, any hardware, software or equipment.
    • Any unsolicited or unauthorized advertisements, promotional material, "junk mail," "spam," "chain letter," "pyramid scheme" or investment opportunity, or any other form of solicitation that is not expressly approved in writing by Hubgets in advance.
    • Any personally identifiable information of another individual, without the prior consent of such individual.
    • Any material, non-public information about a company, without the proper authorization to do so.
  2. Use the Hubgets Software for any fraudulent or unlawful purpose.
  3. Use the Hubgets Software to defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of others, including without limitation others’ privacy rights or rights of publicity, or to harvest or collect information about users of the Hubgets Software.
  4. Impersonate any person or entity, including without limitation any representative of Hubgets; falsely state or otherwise misrepresent Your affiliation with any person or entity in connection with the Hubgets Software; or express or imply that Hubgets endorses any statement You make.
  5. Interfere with or disrupt the operation of the Hubgets Software and/or the servers or networks used to make the Hubgets Software and/or related services; or violate any requirements, procedures, policies or regulations of such networks.
  6. Restrict or inhibit any other person from using the Hubgets Software and/or related service.
  7. Reproduce, duplicate, copy, sell, resell, link to or otherwise exploit for any commercial purposes, any portion of, use of, or access to, the Hubgets Software.
  8. Modify, adapt, translate, reverse engineer, decompile or disassemble any portion of the Hubgets Software.
  9. Remove any copyright, trademark or other proprietary rights notice from the Hubgets Software or materials originating from the Hubgets Software.
  10. Frame or mirror any part of the Hubgets Software.
  11. Create a database by downloading and storing content from the Hubgets Software except as otherwise expressly allowed.
  12. Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, "scrape," "data mine" or in any way gather Hubgets Software content or reproduce or circumvent the navigational structure or presentation of Hubgets Software without Hubgets' express prior written consent.
  13. Knowingly solicit or collect personal information from a child who is 13 years of age or younger.

8. Indemnification

8.1 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, JUDGEMENT, GRANTS, COSTS, AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES (COLLECTIVELY, HEREINAFTER REFERRED TO AS "CLAIMS"), ARISING OUT OF ANY USE OF THE HUBGETS SOFTWARE BY YOU, ANY PARTY RELATED TO YOU, OR ANY PARTY ACTING UPON YOUR AUTHORIZATION IN A MANNER THAT IS NOT EXPRESSLY AUTHORIZED BY THIS EULA. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.

9. Limited Warranty

9.1 THE HUBGETS SOFTWARE AND RELATED MATERIALS ARE LICENSED "AS IS" AND HUBGETS 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 OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT AUTHORIZED BY LAW. WITHOUT LIMITATION OF THE FOREGOING, HUBGETS EXPRESSLY DOES NOT WARRANT THAT THE HUBGETS SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT OPERATION OF THE HUBGETS SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. YOU ASSUME RESPONSIBILITY FOR SELECTING THE HUBGETS SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE RESULTS OBTAINED FROM YOUR USE OF THE HUBGETS SOFTWARE.

9.2 Good data-processing procedure dictates that any software should be thoroughly tested for non-critical data before relying on it. EXCEPT FOR THIS LIMITED WARRANTY EXPRESSED IN THIS SECTION, YOU HEREBY AGREE TO BEAR THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF THE HUBGETS SOFTWARE.

9.3 Hubgets hereby represents and warrants that to the best of its knowledge, Hubgets has all right, title, and marketing rights necessary to provide the Hubgets Software to You. Hubgets will use reasonable commercial efforts to provide solutions for any reported malfunctions, provided that the media containing the Hubgets Software or Documentation and/or the Hubgets Software or the Licensing Objects have not been subjected to any abnormal or improper use, transport, storage or handling, or if the Hubgets Software or Documentation have been altered or modified.

9.4 NO HUBGETS PARTNER, DISTRIBUTOR, OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS WARRANTY.

9.5 No warranty is granted for the Evaluation Period.

10. Limitation of Liability

10.1 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 SOFTWARE, OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION), OR SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF THIS EULA OR THE USE OF OR INABILITY TO USE THE HUBGETS SOFTWARE OR THE FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF HUBGETS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, HUBGETS’ ENTIRE LIABILITY ARISING OUT OF OR IN RELATION TO THIS AGREEMENT AND THE HUBGETS SOFTWARE PROVIDED HEREUNDER SHALL BE LIMITED TO THE AMOUNT OF LICENSE FEES PAID BY YOU FOR THE LICENCES GRANTED UNDER THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK.

10.2 YOU AGREE TO HOLD HUBGETS HARMLESS FROM AND YOU AGREE NOT TO SUE HUBGETS FOR ANY CLAIMS BASED ON USING THE HUBGETS SOFTWARE, WHETHER IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE) OR OTHERWISE.

11. General Terms

11.1 This Agreement represents the entire agreement between You and Hubgets concerning the Hubgets Software, and this Agreement supersedes and replaces any prior proposal, representation, or understanding You may have had with Hubgets relating to the Hubgets Software.

11.2 Hubgets reserves the right to supplement and/or amend, at any time, the terms and conditions of this EULA and will notify You 5 days in advance through Hubgets that the EULA 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 Software, such shall be considered accepted. If You disagree with the amendment/supplementation of the EULA, You may, as your sole and exclusive remedy, terminate the EULA as provided under Section 6. "Term and Termination" and You will cease using the Hubgets Software. If You do not accept the amended version of the EULA, then Your License will be immediately terminated pursuant to Section 6.

If there is a conflict between this EULA and the most current version of the EULA, posted at https://www.hubgets.com/company/eula, the latter will prevail.

11.3 If any term or provision of this EULA 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 purpose, and the other provisions of this EULA will remain in full force and effect.

11.4 The laws of the State of Delaware govern any action related to this Agreement. 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 the Agreement. 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.

11.5 Neither this EULA, nor any terms and conditions contained herein, shall be construed as creating a partnership, joint venture or agency relationship, or as granting a franchise.

11.6 The Section headings of this Agreement shall not affect the meaning or interpretation of this EULA, have no legal or contractual effect, and are included only to facilitate its reading.

11.7 Sections 1.3, 1.4, 3, 7, 8, 9, 10, and 11 of this Agreement and all Articles thereof, shall survive the termination of this EULA, regardless of the cause for termination, and shall remain valid and binding indefinitely.

11.8 You shall, in addition to the Licensing Fees required under this EULA, 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 this Agreement, excluding income taxes on the net profits of Hubgets or of Your Hubgets Software provider. You shall reimburse Hubgets and/or Your Hubgets Software provider for the amount of any such taxes or duties paid or incurred directly by Hubgets and/or Your Hubgets Software provider as a result of the this transaction.