1.1. This User Level Terms of Service (hereinafter referred to as "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").
1.3. These ToS are applicable to all users who subscribed to the Hubgets Service, whether these are (i) the owner – the user who has the right to manage the subscription to Hubgets Service, manages the users that are members of that team, manages subscription payments and terminates subscription; (ii) the administrators - these are users who have the right to manage other users of their team account and/or (iii) members who joined a team created by an owner and subscribed to the Hubgets Service.
1.4. 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"), any obligation incurred by "You" based on these 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 ToS.
1.5. When You subscribe to the Hubgets Service and create Your account, You will be required to provide at least the following information: Your first name, Your last name, company name, email address, telephone number, and You will choose a username and password for Your account. You will be the only one responsible for maintaining the confidentiality of Your login details and other account information as well as for all activities that will occur under Your account.
1.6. If You are a team member that has been invited to use Hubgets Service, You must be aware that your company may have its own policies and terms, including in relation to the use of the Hubgets Service and that You need to comply with such policies, in addition to these ToS. If You are a user having the ownership and administration rights, as between You and Your users, You are the only one responsible for obtaining any legally required consent of the members assigned to Your account with respect to these ToS and for ensuring that all such users of the Hubgets Service comply with these ToS, Your policies, as well as with any applicable federal, state and/or international privacy laws, including but not limited to, the Electronic Communications Privacy Act, 18 U.S.C. § 2510 et seq.
1.8. Hubgets reserves the right to supplement and/or amend, at any time, these ToS and will notify You 5 days in advance through Hubgets that the ToS have 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 Service, such supplement and/or amendment shall be considered accepted. If You disagree with the amendment/supplement of the ToS, You will cease using the Hubgets Service. If You are the owner of the account, You will terminate Your account, together with the users associated with Your account. You and Your associated users will stop using the Hubgets Service.
1.9. The existing version of the ToS published at https://www.hubgets.com/company/user-agreement supersedes any other previous of the 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 ToS, upon at the time of your registration or initial use of the Hubgets Service.
1.10. By accepting these ToS or by accessing or using the Hubgets Service, 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 ToS. If Hubgets becomes aware that You are under 18 years old and have misrepresented this aspect when accepting these ToS, Hubgets will be entitled to immediately terminate Your account. Hubgets does not provide services to children under 13, so if You are under 13 years of age, You are not permitted to access or use the Hubgets Services. If we become aware that You are using the Hubgets Service even though You are under 13, we will immediately terminate Your account.
1.12. 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:
4250 Lancaster Pike, Suite 120, Wilmington, DE 19805, USA
Abuse Department: email@example.com
Legal Department: firstname.lastname@example.org
1.13. For up-to-date contact information, please check https://www.hubgets.com/company/contact
2.1. The "Hubgets Service" means (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 (including the Hubgets Software, as defined below), applications, data, reports, text, images, and other content made available by or on behalf of Hubgets through any of the foregoing.
2.2. For purposes of these ToS, the Hubgets Service includes any updates, enhancements, modifications, revisions, or additions to the Hubgets Service made by Hubgets and facilitated to You. As we constantly aim to improve the Hugest Service and its features, we can modify, upgrade or update the Hugest Service or its features at any time, without giving notice to You, and such modifications, updates or upgrades and new/amended features of the Hubgets Service shall also be subject to these ToS. Our right to modify the Hubgets Service applies to all aspects of the Hubgets Service. We will provide maintenance and support of the Hubgets Service in accordance with our internal policy, but we will be under no obligation to provide updates, enhancements, modifications, revisions, or additions to the Hubgets Service.
3.1. By accepting the ToS or by accessing or using the Hubgets Service, You agree to use Hubgets Service solely for their intended purposes, in accordance with these ToS and any related policies, regulation and other rules that Hubgets will provide You or publish on the Hubgets Website in relation to the Hubgets Service (hereinafter "Hubgets Policies"), in a lawful manner and in compliance with the applicable laws and regulations, and not to misuse the Hubgets Service in any manner ("Permitted Use").
3.2. If You violate or exceed the Permitted Use, Hubgets reserves the right to immediately terminate Your account and will pursue any and all legal available remedies. In addition, Hubgets reserves the right to reject creation of or to terminate Your account, upon its sole discretion and based on notification sent to You, should it be considered by Hubgets that Your behavior and/or intended use of Hubgets Service is not compatible with the Permitted Use, the terms of these ToS or any Hubgets Policies.
3.3. Users having ownership and administrative rights shall be responsible for all actions and for use of Hubgets Service by the members they have invited to use the Hubgets Service. You shall promptly notify Hubgets by completing the form available at https://hackerone.com/hubgets if you learn of any breach by any such user of these ToS when using the Hubgets Service.
3.4. 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, ("Hubgets Software"), as well as any related software components, which may include associated media, printed materials, and "online" or electronic documentation (hereinafter referred to as "Related Materials") contains proprietary and confidential information that is protected by applicable intellectual property laws and international treaties. For purposes of these ToS, the Related Materials include without limitation operating instructions, user manuals, and performance information, in whatever form or format Hubgets considers.
3.5. You acknowledge that (i) the Hubgets Software made available by or on behalf of Hubgets in connection with the Hubgets Service and the Related Materials, as well as 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 intellectual property legislation and international treaties.
3.6. 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 Service, Hubgets Software and Related Materials, including associated intellectual property rights under copyright, trade secret, patent, or trademark laws and international treaties. These ToS do not grant You any ownership interest in or to the Hubgets Service, Hubgets Software or the Related Materials, but only a limited right of use that is revocable in accordance with the terms of these ToS.
3.7. Except for the limited rights and the limited, non-exclusive, non-transferable, and non-sub-licensable license to use the object code of Hubgets Software and the Related Materials for Your own use and as authorized in these ToS only in relation to the Hubgets Service, no other license is granted hereunder and no other use is permitted.
3.8. In order to guarantee the proper use of the Hubgets Service as granted by these ToS, to the extent permitted by applicable law, Hubgets has the right to gather any and all information regarding Your use of the Hubgets Service and any and all of Your Data (as defined below) that You enter in Hubgets during Your usage.
3.9. Hubgets reserves the right to remedy violations of these ToS immediately upon discovery, to terminate Your account and the accounts of the users associated with Your account 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 Hubgets Service, and compensation for damages according to the provisions of the federal laws and the State of Delaware legislation.
3.10. You agree that Hubgets may use Your name and may disclose that You are a customer of Hubgets in advertising, press, promotion, and similar public disclosures. You also hereby grant Hubgets a non-exclusive license during the term of these ToS to list Your name and display Your logo in the "partner", "customer" or similar section of the Hubgets Website. If You do not want to have Your name listed, You may send an email to email@example.com withdrawing Your consent to be referred to as a client. Hubgets may also publicly issue and distribute a "case study" relating to Hubgets services performed on Your behalf, provided that it first obtains Your written consent (such consent ought not be unreasonably withheld or delayed). You agree to act as a "reference account" with respect to Hubgets marketing and promotional initiatives.
3.11. At its sole discretion, Hubgets may decide to make available, the Hubgets Application Programming Interface and Related Materials, data, code, and other materials provided with the API (hereinafter the "API") through our developer site located at https://api.hubgets.com. Any use of this API shall be governed by these ToS and by the Hubgets API Terms of Service ("API ToS"). You hereby agree to be bound by those terms, and acknowledge that violation of these ToS and/or of the API ToS entitles Hubgets to terminate Your account.
4.1. When using the Hubgets Service, You will upload content and data that You will transmit, post, or otherwise make available via the Hubgets Service, which may include data imported from a software, 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 Service, including but without being limited to sent communication (messages), content of phone conversations, upload files/documents, comments made, profile information and anything else You or other user(s) enter or upload into the Hubgets Service ("Your Data").
4.3. In providing the Hubgets Service, we use infrastructure located in different countries, which may be owned by third-parties and/or services provided by third-parties. Hubgets hosts Your Data with hosting service providers in numerous countries in the European Union, the United States of America, and Singapore. We agree to use reasonable efforts when deploying services related to data integrity, backup, security, and retention. These services include, but are not limited to hard drive storage, raid hard drive arrays, network attached storage, storage area networks, and other systems involving users data. While we take reasonable efforts to guard Your Data, no security system is impenetrable and due to the inherent nature of the Internet as an open global communications vehicle, Hubgets cannot guarantee that information, during transmission through the Internet or while stored on our systems or otherwise in our care, will be absolutely safe from intrusion by unauthorized parties. By using the Hubgets Service, You grant Hubgets the permission to use such third-party infrastructure and to use third-party service providers in the operation and administration of the Hubgets Service in the way we do, and the rights granted to Hubgets are extended to these third-parties to the degree necessary in order for the Hubgets Service to be provided to You.
4.4. Your payment information, such as Your credit or debit card number and other card information is handled by a specialized, third-party payment processor and never reaches the Hubgets infrastructure.
4.5. When using the Hubgets Service, You are entitled to propose improvements regarding such Hubgets Service or any Related Materials. Hubgets welcomes such a proposal and will analyze it, and upon Hubgets sole and exclusive discretion, may implement it (but is not obliged to). Upon Your submission of any suggested change or improvement related to the Hubgets Service, it shall become the sole and exclusive property of Hubgets. By such submission, You waive any right in any such suggestion and recommendation You may have, and You irrevocably consent to Hubgets’ unrestricted use thereof. No compensation will be paid with respect to the use by Hubgets of Your improvements proposal, as provided herein.
4.6. You are solely responsible for the information You post, for Your conduct when using Hubgets Service (including by and between all users associated with Your account), the content of Your Data, and any and all communications with others while using the Hubgets Services. Hubgets has the right to review the information You post as publicly visible content and information and data You share outside of your non-public channel, to ascertain compliance with Hubgets policies and guidelines and to remove any such information, data or files at its sole discretion, without being obliged to notify You or to request Your consent. You shall continue to be solely responsible for the legality, correctness and ownership/use rights over the information, data and content You post via Hubgets Service and Hubgets shall bear no liability or responsibility for any such information that You upload or access when using the Hubgets Service.
5.1. Hubgets will provide You the Hubgets Service either as a free subscription plan (Hubgets Free) or based on Your placed order for a paid subscription plan. Each such subscription plan has its specific parameters and functionalities as regards the maximum allowed number of users, the maximum allowed file storage, the maximum period Your Data is stored in Hubgets, the offered support etc., as descried on the Hubgets Website. Hubgets Free plan may be accessed by any customer. If You are the Account Owner of your Hubgets team account and want to upgrade from the default Hubgets Free plan and opt for any of the paid subscription plans available for Hubgets Service, You must request the subscription change from Your Hubgets account. When requesting the subscription plan change, You will be required to opt for a certain type of subscription of the Hubgets Service. The charging fees listed on the Hubgets Website as of the date of Your order for the type of subscription that You have opted for will be applicable. If we decide to increase our prices for Your subscription, 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 Service after the price change goes into effect, this will be deemed as Your acceptance to the changed fees for Your subscription.
5.2. 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 month/year, depending on the term of Your subscription. Each of Your invoice becomes due on the date of its issuance and will be charged to the credit/debit card You have provided for Your account.
5.3. Upgrades/Downgrades. You may upgrade/downgrade to a different Hubgets Service subscription 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. In case of monthly subscriptions, the pro-rata additional fees will be added to next month’s invoice. In case of yearly subscriptions, 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. Downgrades ordered after the Subscription Date will be calculated pro-rata with the remaining time until the next Subscription Date and will be credited to Your account. In case of a downgrade of Your subscription for the Hubgets Service, You are not entitled to receive a refund for any payment made in advance, and any difference shall be settled against Your invoice issued on the next Subscription Date.
5.4. For any services offered to You by 4PSA on an hourly basis ("Hourly Services") such as support services for Hubgets Service, You shall specify the period of time for which the Hourly Services are requested. The minimum period of time for which Hourly Services may be requested is one (1) hour. After the first hour, Your service will be billed in thirty (30) minute-increments.
5.5. You are responsible for paying all applicable foreign, federal, state, and local sales, use, transfer, value added, excise duty and any other taxes that are levied or imposed by reason of the transaction contemplated under these ToS and use of the Hubgets Service provided to You by Hubgets, other than those taxes based on Hubgets' net income. 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 Service.
5.6. We offer You a Hubgets Free plan, as described on the Hubgets Website. Therefore, if You decide to purchase the Hubgets Service, all services rendered to You are non-refundable. This includes, but is not limited to: monthly service fees, annual service fees, upgrade fees, additional service fees, technical support fees, administrative fees, etc. You agree not to chargeback any credit card/ debit card payments for rendered services. A chargeback of payment for rendered services will result in an additional charge of two hundred dollars $200 and will be subject to collection by an authorized collection agency. You will be responsible for any fees and costs (including, but not limited to, reasonable attorneys' fees, court costs, and collection agency fees) incurred by Hubgets in enforcing collection.
5.7. If You do not challenge a Hubgets invoice via email within five (5) days after You receive the invoice by email, this will be deemed accepted. Any of Your billing claims should be sent to the following address: firstname.lastname@example.org. After the five (5) days period, You cannot dispute the invoice anymore.
5.8. All payments are due on the date the invoice is issued or on the due date stated on the invoice issued on the Subscription Date ("Invoice Due Date"). Failure to remit payment for services on the Invoice Due Date is a violation of the ToS. Failure to remit payment in full within seven (7) days following the Invoice Due Date (including the Invoice Due Date), shall result in the suspension of the Hubgets Service and of Your account. Failure to remit payment in full within thirty (30) days following the Invoice Due Date (including the Invoice Due Date), shall result in the automatic termination of Your account, deletion of Your Data and the termination of the Hubgets Services provided to You by Hubgets. A late fee of 0.5% per day of the invoice amount will be incurred for failure to remit payment for services on or before the Invoice Due Date. This late fee will be asserted starting with the first day after the Invoice Due Date and shall be calculated until the invoice is paid in full.
6.1. By entering into these ToS, You represent and warrant to Hubgets that:
6.2. In using the Hubgets Service, You undertake not to:
6.2.1. breach any applicable local, state, national or international law, including, but not limited to any data, privacy, or export control laws, or regulations, and Your use of Hubgets Service will not involve any of the following (which are listed as an example): death threats, terrorist threats, threats of harm to another individual, multi-level marketing schemes, "ponzi schemes", invasion of privacy, credit card fraud, racketeering, and other common illegal activities;
6.2.2. transmit, upload, or otherwise publish or make available any of Your Data that is in any way illegal, aggressive, harmful, threatening, abusive, harassing, tortious, defamatory, offensive, vulgar, obscene, libelous, invasive of another's privacy, hateful, or promotes race, ethnicity, sex, gender, religion, nationality, physical disability, sexual orientation or age discrimination;
6.2.3. transmit, upload or post, or otherwise publish or make available as part of Your Data any material, document or file that You do not have the right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment or other contractual relationship, or under nondisclosure agreements);
6.2.4. infringe any patent, trademark, trade secret, copyright or other proprietary rights of any third party-by using the Hubgets Service;
6.2.5. use the Hubgets Service 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;
6.2.6. use, or encourage, promote, facilitate or instruct others to use, the Hubgets Service for any illegal, harmful or offensive use, or for transmitting, storing, displaying, distributing or otherwise making available content that is illegal, harmful, or offensive;
6.2.7. use the Hubgets Service to send or receive mass unsolicited email (SPAM), including direct sending and receiving of such messages, support of such messages via web page, splash page or other related websites, or the advertisement of such services, or to upload, post, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, or any other form of solicitation;
6.2.8. use the Hubgets Service for fraudulent or terrorism activities, including activities for advocating human violence and hate crimes based upon religion, ethnicity, or country of origin, or to provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States or an European government as a foreign terrorist organization pursuant to applicable law;
6.2.9. use the Hubgets Service for storage, distribution, fabrication, or use of malware, including without limitation virus software, root kits, password crackers, adware, key-stroke capture programs and other programs normally used in malicious activity;
6.2.10. use the Hubgets Service to perform any activity associated with phishing or systems designed to collect personal information (name, account numbers, usernames, passwords etc.) under false pretense. Splash pages, phishing forms, email distribution, proxy email or any relation to phishing activities will result in immediate removal of Your Data and closing of Your account.
6.2.11. sublicense, resell, rent, lease, transfer or assign, except as permitted by these ToS, the Hubgets Service or its use, or offer the Hubgets Service on a time share basis to any third party;
6.2.12. disrupt the normal flow of dialogue, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges when using the Hubgets Service;
6.2.13. intentionally use the Hubgets Service in a manner intended to interfere with or to disrupt the proper use of the Hubgets Service by other users or servers or networks connected to the Hubgets Service, or breach any regulations, rules or policies of networks connected to the Hubgets Service;
6.2.14. modify, adapt, or hack the Hubgets Service or using Hubgets Service in a non-authorized manner;
6.2.15. use the Hubgets Service to put the minors in danger in any way or to use or harm such minors in any way, to manipulate identifiers in order to disguise the origin of any of Your Data, to harass any other person and/or to collect or store personal data about other users in connection with any of the prohibited conduct and activities set forth above.
6.3. Any breach of the terms of these ToS and particularly, any breach of the provisions of this Section entitles Hubgets to act in accordance with Section 3.2 above. You remain solely responsible for the way You choose to use Hubgets Service and for Your Data and You must evaluate, and bear all risks associated with such use and the Hubgets Service and Your Data.
6.4. Hubgets reserves the right, yet does not assume the obligation to investigate any violation of these ToS or misuse of Hubgets Service. Hubgets may investigate violations of these ToS or misuse of the Hubgets Service and may remove, disable access to, or modify Your Data or any content or resource that violates these ToS, or any other related Policy. You will be notified on this action by email sent to the email address associated with Your account.
6.5. Hubgets may report any activity that Hubgets suspects that violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third-parties. Hubgets reporting may include disclosing Your Data or appropriate customer information. Hubgets may cooperate with appropriate law enforcement agencies, regulators, or other appropriate third-parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of these ToS.
6.6. If You become aware of any violation of these ToS, You need to immediately notify Hubgets and provide Hubgets with assistance, as requested, to stop or remedy the violation. To report any violation of these ToS, please contact the Hubgets Abuse Department at abuse@Hubgets.com.
TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW, 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 SERVICE BY YOU, ANY USER ASSIGNED TO YOUR ACCOUNT, ANY PARTY RELATED TO YOU, OR ANY PARTY ACTING UPON YOUR AUTHORIZATION IN A MANNER THAT IS NOT EXPRESSLY AUTHORIZED BY THESE 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 SERVICE. 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 TOS.
8.1. These ToS becomes effective upon Your acceptance of these ToS, or upon Your accessing or using of the Hubgets Service. These ToS shall continue in full force and effect unless and until Your account or these ToS are terminated as described herein.
8.2. Monthly subscriptions automatically renew every month for an additional month unless this Agreement and the use of the Hubgets Service are terminated in accordance with the terms stated herein and yearly subscriptions automatically renew for additional one-year periods unless terminated in accordance with these ToS.
8.3. If You are the owner of the account of Hubgets Service, You may terminate at any time Your team's account, together with the accounts of all users of Your team and these ToS, by providing written notice to Hubgets at email@example.com and by ceasing to use the Hubgets Service. If You are a user of the Hubgets Service (but without having ownership rights), You may ask the owner of Your team account to terminate Your account.
8.4. Your account (including the accounts associated with Your account) and Your rights under these ToS may be terminated by Hubgets immediately should Your breach any of the provisions of the ToS, or take any action which violates Hubgets' rights related to the Hubgets Service and Related Materials.
8.5. We reserve the right to terminate Your account (or the access privileges of any user associated with Your account) and to terminate these ToS at any time upon our sole discretion, if we have good reasons to believe that You have breached in any way any of the terms of these ToS. You will be notified on such termination. Upon any termination of these ToS, we will have no obligation to maintain or provide Your Data and fees paid for the remainder of Your subscription period will be forfeited. If your team's account is terminated, we will delete and/or destroy all copies of Your Data in our possession or control, in a reasonably expedient way, unless legally prohibited.
8.6. In addition, in case You have opted for the Hubgets Free plan, we reserve the right to reclaim and to terminate Your account and Your team account, if not even one of Your team members accesses his/her account for at least 180 consecutive days.
8.8. Upon termination of these ToS, You shall immediately discontinue all use of the Hubgets Service.
8.9. All accrued rights to payment in favor of Hubgets and the provisions of Sections 3.5, 3.6,3.7 (Intellectual Property), 9 (Limited Warranty), 10 (Limitation of Liability) and 11 (Governing Law. Dispute Resolution) of these ToS, and all Articles thereof, shall survive the termination of Your account and the termination of these ToS, regardless of the cause for termination, and shall remain valid and binding indefinitely and enforceable against You, until all obligations are fully satisfied.
9.1. THE HUBGETS SERVICE 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 SERVICE WILL MEET YOUR REQUIREMENTS OR THAT OPERATION OR USE OF THE HUBGETS SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE OR VIRUS-FREE. YOU ASSUME RESPONSIBILITY FOR SELECTING THE HUBGETS SERVICE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE RESULTS OBTAINED FROM YOUR USE OF THE HUBGETS SERVICE.
9.2. EXCEPT FOR THIS LIMITED WARRANTY EXPRESSED IN THIS SECTION, YOU HEREBY AGREE TO BEAR THE ENTIRE RISK AS TO YOUR USE OF THE HUBGETS SERVICE.
9.3. You understand and agree that the Hubgets Service 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. Further, You understand that Your Data may be transmitted or handled in an unencrypted manner if You choose, at Your discretion and Your own risk, to use unencrypted gateways to connect to the Hubgets Service. In addition, while Hubgets takes steps to ensure that information provided to its third-party contractors in accordance with Section 4.3 is encrypted, Hubgets does not control and it cannot guarantee for the security measures used and implemented by such third-parties. 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.
9.4. NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM HUBGETS OR THROUGH THE HUBGETS SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TOS AND NO PARTNER, DISTRIBUTOR, OR EMPLOYEE OF HUBGETS IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS WARRANTY.
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 SERVICE OR 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 THESE TOS OR THE USE OF, OR INABILITY TO USE THE HUBGETS SERVICE OR THE FAILURE TO PROVIDE SUPPORT SERVICES FOR THE HUBGETS SERVICE, NOR FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, FIVE HUNDRED ($500) U.S. DOLLARS, OR FOR ANY MATTER BEYOND OUR REASONABLE CONTROL, EVEN IF HUBGETS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2. 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:
10.2.1. THE DESCRIPTION, QUALITY, NON-INFRINGEMENT, MERCHANTABILITY, COMPLETENESS, OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE OF THE HUBGETS SERVICE, OR TITLE TO THE HUBGETS SERVICE AND RELATED MATERIALS;
10.2.2. THE CONDITION OF THE HUBGETS SERVICE AS FREE FROM ANY VIRUS OR OTHER CODE THAT IS CONTAMINATING, MALICIOUS OR DESTRUCTIVE BY NATURE;
10.2.3. THE CONDITION OF THE HUBGETS SERVICE AS ERROR FREE OR CAPABLE OF OPERATING WITHOUT PACKET LOSS OR INTERRUPTION;
10.2.4. THE RELIABILITY OR QUALITY OF ANY CONNECTION TO OR ANY TRANSMISSION OVER THE INTERNET OR OTHER DATA COMMUNICATION PATH;
10.2.5. THE QUALITY OF CALLS PLACED, CARRIED OR SUPPORTED BY THE HUBGETS SERVICE;
ALL SUCH REPRESENTATIONS, WARRANTIES AND CONDITIONS HEREBY BEING EXPRESSLY EXCLUDED AND DISCLAIMED.
10.3. YOU AGREE TO HOLD HUBGETS HARMLESS FROM AND YOU AGREE NOT TO SUE HUBGETS FOR ANY CLAIMS BASED ON USING THE HUBGETS SERVICE, WHETHER IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE HUBGETS SERVICE.
10.4. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THESE TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TOS.
11.1. The laws of the State of Delaware govern any action related to these 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 the ToS.
11.2. You and Hubgets shall firstly try to solve amicably any Claim You might have against Hubgets or its affiliates in relation to the Hubgets Service or these ToS or that Hubgets might have against You or Your affiliates. The formal process can be started 30 days after one of us notifies the other of a Claim in writing. You will send Your notice of Claim by email to firstname.lastname@example.org AND to the contact details stated in Sections 1.12 and 1.13 of these 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.
11.3. The thirty (30) days term mentioned in Section 11.2 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 of the Hubgets Service, including disputes involving a violation of the Communications Act of 1934, 47 U.S.C. § 605, or the Digital Millennium Copyright Act, 17 U.S.C. § 1201, or the Electronic Communications Privacy Act, 18 U.S.C. §§ 2510-2521, or any other statement or law governing theft of service. Such may be decided only by a court of competent jurisdiction.
11.4. 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.
11.5. 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 Service and/or any Claim under the 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 11.3, 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.
12.1. Entire Agreement: These ToS represent the entire agreement between You and Hubgets concerning the Hubgets Service, and these ToS supersede and replace any prior proposal, representation, or understanding, discussions, undertakings or agreements You may have had with Hubgets relating to the Hubgets Service or the terms stated in these ToS.
Neither these 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.
12.2. Amendment of the ToS: Hubgets reserves the right, in its sole discretion, to amend these ToS from time to time, in accordance with Section 1.8. If there is a conflict between the version of the ToS in force at the date you subscribed for the Hubgets Service and the most current version of the ToS, posted at https://www.hubgets.com/company/user-agreement, the latter will prevail.
12.3. Notices: Except as otherwise set forth herein, all notices under these 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.
12.4. Severability: If any term or provision of these 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 ToS will remain in full force and effect.
12.5. Sections and Headings: The Section headings of these ToS shall not affect the meaning or interpretation of these ToS, have no legal or contractual effect, and are included only to facilitate its reading.
12.6. Language: In case we provide You with a translation of the English language version of these ToS or any document referred to in these ToS, You agree that any translation thereof is provided for Your convenience only and that the English language versions of any such document will prevail.
12.7. Non-Waiver: Hubgets' failure to insist upon or enforce strict performance of or strict compliance with any provision of these 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 ToS.
12.8. 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 Website or Hubgets Service, or Related Materials or other material used or displayed through the Hubgets Website or Hubgets Service.
12.9. Assignment of Rights: Hubgets may assign its rights and duties under these ToS to any party at any time without notice to You. You may not assign or delegate any rights or obligations under these ToS, including as a result of change of control. Any purported assignment and delegation shall be ineffective towards Hubgets.
12.10. No Right of Survivorship and Non-Transferability: If You are an individual, You agree that Your account is non-transferable and Your rights to the content within Your account terminate upon your death. However, Your account and its content will not be deleted and will continue to remain accessible, as this is considered part of Your team’s data..
YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TOS AND UNDERSTAND THEM AND AGREE TO BE BOUND BY THEIR TERMS AND CONDITIONS.