Hubilo Technologies, Inc.
Master Subscription Agreement

MASTER SUBSCRIPTION AGREEMENT
HUBILO TECHNOLOGIES INC.
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THIS MASTER SUBSCRIPTION AGREEMENT GOVERNS CUSTOMER’S ACCESS AND USE OF HUBILO TECHNOLOGIES, INC.’S (“Hubilo”) SERVICES AND PLATFORM. BY ACCEPTING THIS AGREEMENT, BY (1) CLICKING A BOX INDICATING ACCEPTANCE, OR (2) EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. “CUSTOMER” SHALL REFER TO SUCH ENTITY THAT ACCEPTS THIS AGREEMENT, AND ITS AFFILIATES.

HUBILO’s direct competitors are prohibited from accessing the Platform/Services, except with HUBILO’s prior written consent. It is effective between Customer and HUBILO as of the date of Customer accepting this Agreement. All terms defined in the singular will have the same meanings when used in the plural, where appropriate and unless otherwise specified. Capitalized terms not defined in Clause 1 shall have the meaning as set out in the rest of the Agreement:

1. DEFINITIONS

   1. “Account” means the self-service account created by the Customer on Hubilo’s Platform for using the Services.
   2. "Activation Date" means the date on which Customer is provided access to the Subscription.
   3. "Affiliate" means any entity that directly or indirectly controls is controlled by or is under common control of Hubilo or the Customer as the case may be. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. Each party is responsible for the acts and omissions of its Affiliates hereunder.
   4. "Authorized Administrator" means the authorised employees or consultants of the Customer who; (a) are given password-protected login access to the Subscription; (b) have the authority on​​ behalf of Customer to host Events and or administer the End Users within the Subscription, and (c) who may contact Hubilo Support directly in accordance with Clause 2 (iii) herein.
   5. "Agreement" means this Master Subscription Agreement.
   6. "Confidential Information" includes any technical and non-technical information but not limited to the Platform and its features, trade secrets, patents, copyrights, Customer Data, End User Data, ideas, designs, images, videos, inventions, proprietary information, know-how, formulas, databases, any development plans, forecasts, strategies, business plans, analyses, network information, data, predictions, projections, intellectual property, contracts, proposals, documents, electronic designs, drawings, specifications, schematics, writings, materials, operations, procedures, know-how, financial information, in anyway related to the current, future and proposed business.
   7. "Customer Data" means all data submitted, displayed and/ or uploaded by the End User and/or Authorized Administrator(s) and/or the Customer while registering for, accessing, hosting an Event, and/ or otherwise using the Platform.
   8. "Customer Property" means mobile phone, computer systems, and other​​ such equipment owned, used and/ or managed by the Customer on which the Platform can be accessed.
   9. "Dashboard" means the interface which enables the Customer to access, provision, customize, manage and/ or review its usage of the Platform and its features.
   10. "End Users" or "Attendees" means the end user of the Customer who shall be attending the Events of the Customer on the Platform.
   11. "Event" means any virtual, in-person and /or hybrid event, which shall also include test events, internal and/or external events run by the Customer.
   12. "Features" mean the features of the Platform specified in the Order Form that Customer chooses under the Subscriptions.
   13. "Force Majeure Events" means and includes (a) acts of God; (b) a natural disaster (fires, explosions, earthquakes, hurricane, flooding, storms, explosions, infestations), epidemic, or pandemic; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns or other industrial disturbances; and (i) shortage of adequate power or transportation facilities.
   14. ​​“Hubilo Platform” or “Platform” means and includes Hubilo’s online proprietary platform (including but not limited to the Dashboard, as applicable) and its features and its related software and algorithm through which the Customers can host and organize virtual conferences and Events.
   15. "License Fee" or "Fee" means the fees payable by the Customer under the Agreement as more particularly​​ detailed in the Order Form.
   16. "Malicious Code" includes code,  worms, bugs, trojans, files, scripts, agents or programs by whatever name which are intended, or otherwise likely to disrupt, damage, prejudice or gain unauthorized access to a computer system or otherwise adversely affect their recipient or computer systems or infrastructure that they are accessed or installed on, including, without limitation, viruses, worms, time bombs, ransomware, spyware, adware, and/or trojan horses.
   17. "Order Form" means an ordering document specifying the License Fee, Term, and the Services to be provided hereunder.
   18. "Personal Identifiable Information" or “PII” means any information of the End Users that can be used to distinguish or trace an individual’s identity, such as name, e-mail id, phone number, date and place of birth, mother’s maiden name, or biometric records, login details, etc.; and any other information that is linked or linkable to an individual, such as Internet Protocol (IP) or Media Access Control (MAC) address, financial and employment information, etc.
   19. "Plan" means a​​ pre-defined subscription package consisting of certain Feature/s offered by Hubilo to its Customers.
   20. "Services" means and include the Subscription access, Security and Support provided by Hubilo.
   21. "Subscription" means the subscription(s) to the Platform as identified on the Order Form. Subscription is a limited, non-exclusive, non- transferable, revocable license given by Hubilo to the Customer to enable the Customer, and for the Customer to allow its Authorized Administrator/s and or the End User/s to access and  use the Platform and its feature/s in accordance with this Agreement, Other Agreements, including the related Support that may be provided by Hubilo from time to time for the Subscription.
   22. "Term" means the initial term as given in the Order Form, commencing on the start date and ending on the end date mentioned therein, as well as subsequent renewed term/s.

2. Services​​ Provided:​​
   
   On timely and full payment/s by Customer in terms of the Order Form, Hubilo agrees to provide the Customer the following Services:

   1. Subscription: Hubilo will make the Subscription available to​​ Customer over the internet for Customer’s use only, as more particularly outlined hereunder.
      
      a. Hubilo shall provide Customer access to the Dashboard on the Platform pursuant to the Customer executing this Agreement and paying the License Fee.
      
      b. Hubilo hereby grants to the Customer a worldwide, limited, non-exclusive, revocable, and non-transferable license to access and use the Feature/s as mentioned in the Order Form.
   2. Security: Hubilo will operate an information security program utilizing industry standard measures and technologies to protect Customer Data from unauthorized disclosure or access. In addition to the Customer’s responsibilities outlined elsewhere in the Agreement, Customer shall implement industry standard security measures to prevent unauthorized or fraudulent use of Hubilo Platform by Customer, Customer’s employees, consultants, agents, Authorized Administrator or any other third parties authorized by Customer to access the Subscription on Customer’s  behalf.
   3. Support: Hubilo will provide remote email support to the aggregate number of Authorized Administrators. The support email address will be identified on the applicable Order Form. Such support consists solely of assistance with usage questions or troubleshooting bugs related to the Subscription granted by Hubilo (“Support”). Support services are provided on a 24-hour basis from Monday through Friday, (except U.S. federal holidays). Hubilo shall also provide support to the Customer during onboarding for easy navigation of the Features/s. Hubilo may also support Customer during a dry run.
   4. Order​​ Form Process: Orders for additional Attendees or Authorized Administrators or Subscriptions or Services will be confirmed upon both parties executing an Order Form. Unless specified to the contrary in an Order Form the annual fees for any added Attendees or Authorized Administrator/s will be prorated from the Activation Date of the added Authorized Administrator/s and synchronized to the invoicing already in effect for the existing Subscriptions.

3. Representations​​ and Warranties by Hubilo
   

   1. Hubilo warrants and represents that it has the full power, authority, and legal power to enter into, execute and deliver this Agreement and to perform the obligations contemplated herein and is duly incorporated or organized and validly existing under the laws of the jurisdiction of its incorporation or organization.
   2. Hubilo shall provide access to the Platform and its Features to the Customer in accordance with the specifications mentioned in this Agreement.
   3. Hubilo shall offer standard technical Support during the Term, which Support the Customer may avail through the Dashboard.
   4. Limited Subscription Warranty: Hubilo warrants that the Subscription will perform in all material respects with the specifications described in the then-current Hubilo SLA included in the Subscription during the Term. This warranty does not apply if the Subscription is not administered or used by the Customer in accordance with this Agreement and any other material provided by Hubilo to Customer, or any applicable instructions and training provided by Hubilo. If the Subscription fails to operate as warranted in this Clause 3 and Customer notifies Hubilo in writing of the nature of the non-conformance (“Notice”), Hubilo will use commercially reasonable efforts to promptly repair the non-conforming Subscription without charge. If, after a reasonable opportunity to cure, Hubilo does not remedy the non-conformance, Customer may no later than 60 (sixty) days after giving the Notice, terminate the Subscription portion of the Order Form and receive a refund of the prepaid Subscription fees on a pro rata basis for the period following the date of Notice. The foregoing provides the Customer’s sole remedy for breach of the exclusive warranty in this Clause 3.
   5. Services Warranty: Hubilo warrants that all Services performed hereunder will be performed in a workmanlike and professional manner.
   6. THE WEBSITE, SERVICES, SUBSCRIPTION, PLATFORM, AND ITS FEATURE/S ARE PROVIDED BY HUBILO ON AN “AS- IS” BASIS.  HUBILO EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. HUBILO DOES NOT WARRANT THAT THE PLATFORM OR ITS FEATURES WILL MEET CUSTOMERS REQUIREMENTS OR THAT THE OPERATION OF THE PLATFORM AND ITS RELATED SERVICES WILL BE UNINTERRUPTED, SECURE OR ERROR FREE OR BUG FREE, FREE OF VIRUSES, MALWARE, UNAUTHORISED DATA OR PROGRAMMING CODE OR THAT ERRORS IF ANY CAN BE FOUND OR CORRECTED.

4. Customer's Responsibilities, Representations, and Warranties
   

   1. Customer warrants to Hubilo the following:
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      a. To provide Hubilo with all data, information, documents and any such materials which may be required from time to time for various purposes including compliance with the applicable laws including but not limited to the privacy/ data protection laws of​​ applicable jurisdiction/s, court orders and to fulfil its obligations under this Agreement.
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      b. To ensure accuracy, legibility, and completeness of all data/ information supplied to Hubilo for creation of the Account and during usage of Services.
      
      c. To control and be responsible for the use of any/ all data/ information related to the Account.
      
      d. To be responsible for and to assume the risk of any issues or problems resulting from its access and use of the Platform, including the content, accuracy, completeness, competence, or consistency of all programs, files, documentation, or other information, resources, personnel used by Customer and for all activities that Customer conducts on the Platform and/ or allows Authorized Administrator/s and/ or End User/s to conduct.
      
      e. To control, and be responsible for the personal data and Personal Identifiable Information of Authorized Administrator/s and End User/s.
      
      f. Customer Control: Customer will be solely responsible for administering and monitoring the use of login IDs and passwords provided by Authorized Administrators within the Subscription or on behalf of Customer by Hubilo. Upon the termination of employment of any Authorized Administrator, Customer will terminate that individual’s login ID and password. Hubilo is not responsible for any damages resulting from the Customer’s failure to manage the confidentiality of its login ID and passwords and Customer is responsible for any actions/damages/claims arising out of use or misuse of Customer’s login IDs.
      
      g. The Customer shall be solely responsible for providing and maintaining a suitable and secure connection to access Hubilo Platform.
      
      ​​h. Customer must not permit a competitor of Hubilo to access the Hubilo Platform, except with Hubilo’s prior written consent.
      
      i.  Fair Use Policy: Hubilo encourages its customers to use the Platform in a fair and responsible manner to ensure an optimal experience for its End Users. Fair usage entails utilizing the Platform/Dashboard for an average of 720 (seven hundred and twenty) minutes of the Attendee(s) time per day (the “Fair Usage Limit”), for an Event organized by the Customer. The Fair Usage Limit shall be applicable only for live streaming of Events and not for reruns of hosted Events. In the event the Customer exceeds the Fair Usage Limit, Hubilo shall charge an additional overage cost as mentioned in Clause 7 (v) of this Agreement. It is hereby clarified that the Fair Use Policy as set out in this Clause 4 (i) (i) shall not apply to Events that are classified as webinars hosted on the Webinar+ product.
   2. The Customer shall neither by act nor omission, attempt to:
      
      a. copy, modify, adapt, reverse engineer, decompile, disassemble, derive source code, translate or otherwise create derivative works based on the Hubilo Platform or any part, feature, function, or user interface thereof.
      
      b. rent, lease, lend, sub license, sell, assign, distribute, make available or otherwise transfer its limited license granted by Hubilo, partly or fully.
      
      c. remove or modify any trademarks, trade names, service marks, service names, logos or brands, or copyright or other proprietary notices on the Platform, or documentation, or add any other markings or notices to the Platform.
      
      d. cause any damage and/or loss of any kind to the Platform or any of its feature/s.
      
      e. bypass or breach any security used by Hubilo, send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs in, to or from the Hubilo Platform.
      
      f. interfere with or disrupt the integrity or performance of the Hubilo Platform/Services, or the data contained therein, as applicable.
      
      g. use the Hubilo Platform/Services in a manner inconsistent with the manner specified in the documentation.
      
      h. attempt to gain unauthorized access to the Hubilo Platform/Services or related systems or networks.
      
      i. access Hubilo Platform/Services for the purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; or
      
      j. disassemble, reverse engineer, or decompile a Feature and/ or the Platform or access the Platform/Services for the purpose of:
      
      A. building a competitive product or service.
      B. building a product or service using similar ideas, features, functions, or graphics of the Platform/Service, and
      C. copying any ideas, features (including but not limited to the Features), functions, or graphics of the Platform/Service.
   3. Customer representations:​​ Customer represents and warrants to Hubilo that:
      
      a. It has the full power, authority and legal power to enter into, execute and deliver this Agreement and to perform the obligations contemplated herein and is duly incorporated or organized and validly existing under the laws of the jurisdiction of its incorporation or organization.
      
      b. It shall be compliant with, as well as ensure that all Authorized Administrator/s and End Users are in compliance with the terms of this Agreement and all applicable laws.
      
      c. The Customer Data shall be in complaince with all applicable laws including all applicable data privacy laws.
      
      d. The Customer will upload their own ‘privacy policy’ and ‘terms of use’ which shall be applicable to the End Users.
      
      e. The Customer shall provide the End Users with sufficient notice of the nature of data/ information, which is collected from them, directly and/ or indirectly, and obtain adequate consents and permissions for the collection, storage and use etc. of the data/ information that may be collected on the Platform or maintained on any cloud/ server hosted or provided by Hubilo.
      
      f. The Customer shall not collect, use, store, disclose, share, transfer, monetize and/ or process etc. any Personal Identifiable Information and/ or personal data of the End User, except in accordance with the specific authorization given by the End-User and as required under the Data Processing Addendum. Customer shall, from time to time, obtain the consent of the End Users if any additional information is to be collected or processed.
      
      g. Except for processing the Personal Identifiable Information of the End User/s on behalf of the Customer, as agreed between the parties in the Data Processing Addendum, Hubilo shall not be liable for the collection, storage, processing etc. of any Personal Identifiable Information and/ personal data by the Customer, whether through the Platform or otherwise; and
      
      h. Customer is solely responsible for the Customer Data including, but not limited to: (a) any claims relating to Customer Data; (b) any claims that Customer Data infringes, misappropriates, or otherwise violates the rights of any third party and/or the End User and (c) any claims by the End User with respect to their privacy/ data protection rights; and the Customer shall fully indemnify, defend and hold harmless Hubilo to the extent of any loss, penalty, damages etc. incurred by Hubilo pursuant to and/ or as a result of such claim/s or violation/s.
      
      i. Customer shall not themselves (through their Authorized Administrators or otherwise) and nor allow the End Users to access or use the Platform or any of its Features or the Services to evaluate its functionality or performance for competitive or benchmarking purposes, including for developing or improving any similar application, platform, website, product or service, or any similar feature or functionality as that of the Hubilo Platform/Services.
      
      j. Customer will be solely responsible for any act or omission of its employees, consultants, Affiliates, Authorized Administrators, subsidiaries, End User/s and their compliance with Customer’s obligations under this Agreement.

5. Intellectual Property Rights and Ownership
   

   1. Ownership:
      
      a. Hubilo shall retain any and all rights, title and interest in all its intellectual property including but not limited to the website, Platform, software etc. The limited license granted by Hubilo under this Agreement shall in no way convey, assign or license any of its intellectual property rights over to the Customer or any End Users. Subject only to limited access and use of the Features as expressly stated herein, all rights, title and interest in and to the Platform, website, and all hardware, software and other components of or used to provide the limited license to the Platform, including all related intellectual property rights which shall include any and all respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights, will remain with Hubilo.
      
      b. Any third party providing its services or software on the Platform shall retain the ownership of their intellectual property.
      
      c. Rights over Content. The Customer will have and retain all ownership rights, title and interest over its intellectual property, and over the Customer Data and End User Data being hosted, uploaded or displayed on the Platform or Hubilo’s website.
      
      d. License by Customer to Hubilo. Customer grants Hubilo and applicable contractors a worldwide, royalty-free, limited-term license to host, copy, use, transmit, and display etc. any Customer Data and End User Data on behalf of the Customer in order to ensure proper operation, delivery, access to and use of the Features and associated systems in accordance with this Agreement. Customer grants Hubilo permission to allow the third-party application and its provider to access Customer Data and End User Data and information about Customers’ and End Users’ usage of the Platform or third-party application as appropriate for the interoperation of that application with the Platform.

6. Term, Termination, and Suspension of Service
   

   1. Term: This Agreement is effective as per the Term given in the Order Form.
   2. Termination by Customer:​​
      
      a. Customer may terminate this Agreement before end of the Term with a 15 (fifteen) -days written notice (“Notice Period”) to Hubilo, only in the event Hubilo causes a Material Breach of the provisions of this Agreement and if Hubilo is unable to cure the said breach within 30 (thirty) days (“Cure Period”) pursuant to the receipt of written notice of the said Material Breach, caused by Hubilo. Further, in the event the Customer chooses to terminate the Agreement on account of a Material Breach (after expiry of both the Cure Period and the Notice Period), it shall as a sole remedy, receive a refund of the Fees on a pro rata basis for the outstanding period wherein the Services were not utilized by the Customer.
      
      Material Breach for the purposes of this Clause 6(ii)(a) shall include breach of intellectual property of the Customer by Hubilo; or breach of data privacy obligations by Hubilo; or complete unavailability of the Platform continuously for 30 (thirty days) unless such unavailability is due to a factor not in control of Hubilo.
   3. Termination by Hubilo:​​ Hubilo may terminate this Agreement and/ or any Order Form, partly or fully, before the end of the​​ Term without any liability:
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      a. With immediate effect, if the Customer causes a Material Breach of any provisions of the Agreement and fails to cure such breach within 30 (thirty) days’ of receiving written notice describing such breach;  
      
      Material Breach for the purposes of this Clause 6(iii)(a) shall include breach of intellectual property or confidentiality of Hubilo by the Customer; or any breach of data privacy obligations by the Customer; or non-payment of any fees payable to Hubilo;
      
      b. Immediately upon insolvency or bankruptcy proceedings being initiated against the Customer, within the meaning of the applicable bankruptcy and insolvency laws; and/or
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      c. Immediately upon Hubilo being of the reasonable opinion that Customer’s use of the Services/Platform violates any applicable law, rule or regulation.
   4. Suspension
      
      a. Any non-payment of the License Fee by the Customer shall lead to immediate suspension of the Customer's Account. However, Hubilo may at its sole and entire discretion provide a grace period of 7 (seven) days for the Customer to make all outstanding payments.
      
      b. Notwithstanding anything in this Agreement, in the event a law enforcement/ governmental agency or court directs Hubilo to suspend and/ or terminate the Account, Hubilo will inform the Customer, if feasible and allow the Customer to contest such order, otherwise Hubilo may immediately suspend and/ or terminate the Account without notice to the Customer.
      
      c. Hubilo may at its discretion revoke suspension of the Account in the event Customer cures the breach and/ or pays all the outstanding dues.
   5. Effect of Termination:​​
      
      a. In the event of termination of this Agreement or the Order Form, all the rights of the Customer under this Agreement including access to the Platform shall stand terminated on the effective date of termination.
      
      b. Hubilo shall delete any video/ content uploaded and/or stored by the Customer on the Platform/Dashboard, following the cessation or termination of the Agreement. Additionally, Hubilo shall auto-archive all video/content of an event hosted on its Platform, subsequent to expiration of twelve (12) months from the date of the concluded event.  However, upon a written request of the Customer, Hubilo shall share the archived video/content(s) within a reasonable time period with the Customer, as requested.
      
      c. Except as mentioned in Clause 6 (ii) a, the License Fee owed to Hubilo as per this Agreement will become payable immediately.
      
      d. Hubilo shall retain the Customer Data for a period of 1 (one) year from the date of termination of the Agreement solely for repurposing and/or reusing the Customer Data for any future Events hosted by the Customer on the Platform in accordance with the terms of this Agreement. Hubilo shall not use this data for any purpose apart from retaining it for the Customer. Post completion of the above mentioned 1 (one) year period, Hubilo shall automatically delete all data provided by the Customer within a period of 90 (ninety) days. The Customer can request Hubilo at any point in time to delete all Customer Data by way of a written request, which shall be processed by Hubilo within 15 (fifteen) days from the receipt of such request.
      
      e. It shall be Customer’s exclusive responsibility to secure all necessary data/ information from the Customer’s account prior to such deletion, including the End User Data.
      
      f. Upon termination of this Agreement, the Customer will immediately delete or return all Confidential Information belonging to Hubilo, except for reasonable electronic backup copies kept in the normal course of business that are subject to reasonable document destruction procedures. Upon termination of this Agreement, Hubilo will have no further obligation or liability hereunder.
      
      g. The termination of this Agreement shall in no event terminate or prejudice: any provision which by its nature is intended to survive termination, including the provisions of Clause 3 and Clause 4 (Representations and Warranties of Hubilo and Customer, respectively), Clause 5 (Intellectual Property Rights), Clause 6 (Term and Termination), Clause 7 (License Fees, Billing, Taxes and Charges), Clause 8 (Confidentiality), Clause 9 (Indemnification), Clause 10 (Limitation of Liability) and Clause 16 (General Provisions).

7. License Fees, Billing, Taxes, and Charges:
   

   1. Unless otherwise provided in an Order Form, Hubilo may invoice Customer for all Fees and all other charges immediately following the Billing Effective Date (as stated in the Order Form).
   2. Unless otherwise agreed in the Order Form, the License Fee and all other charges will be quoted in US dollars and the payments must be made in US Dollars.
   3. Unless specified to the contrary in the Order Form, Hubilo shall revise the License Fees for all renewals and the Customer shall be automatically invoiced as per the revised License Fee.
   4. Fees: The License Fees set forth in the Order Form shall be applicable for the Term. The Customer shall pay all the Fees/ charges given in the Order Form in full on or before their due date. The License Fee for any Renewal shall calculated be as set out in the order form.
   5. In the event the Customer exceeds the Fair Usage Limit, Hubilo shall notify the Customer of such an event and the Customer shall take appropriate measures to ensure that it stays within the Fair Usage Limit. Hubilo shall be entitled to charge the Customer for all the costs incurred by Hubilo, due to non-adherence to Clause 4 (i) (i) (Fair Use Policy) by the Customer and the Customer agrees to bear all such charges as levied by Hubilo due to transgression of the Fair Usage Limit.

   6. Billing and Payment Arrangements:​​​​‍

      1. Payment Due Date: Upon execution of this Agreement Hubilo will bill Customer at the mutually agreed License Fee, on the date and frequency as given in the Order Form. If the applicable Order Form inadvertently omits the payment due date, then the payment from Customer is due within thirty (30) days from the date of invoice.
      2. If Customer fails to pay the License Fee within the time period mentioned in the Order Form or as per this Agreement, a 1.5% (one and a half) interest rate per month or the maximum rate permitted by law, whichever is lower, will be payable by the Customer as a late fee on the unpaid amount. The Customer acknowledges and agrees that the late fee represents a genuine pre-estimate of the possible damage that Hubilo will suffer in the event of non-payment and/ or delayed payment of the License Fees by the Customer.
      3. Invoices are irrevocably deemed final and accepted by the Customer unless the Customer disputes or seeks clarification within 5 (five) days before subscribing to the Features/ Platform.

   7. Payment by Credit Card/ Wire Transfer/ Cheque/ACH:​​

      1. If the Customer is paying by credit card, the Customer shall at all times provide and keep current and updated Customer’s contact, credit card, and billing information on the Dashboard.
      2. Customer authorizes Hubilo to charge the Customer’s credit card or bank account for all Fees and other charges payable at the beginning of the Term and all subsequent billing periods, including for any upgrades.
      3. Any payment by cheque shall only be considered after the cheque is cleared.
      4. Customer further authorizes Hubilo to use third party(ies) to process payments and for invoicing and hereby consents to the disclosure of Customer payment information to such third party(ies).
      5. Customer can also make payments by wire transfer on the Billing Effective Date (as stated in the Order Form), or if such day is not a business day, on the next day which is a business day.
      6. Payments as mentioned in the Order Form can also be made through automated clearing house (“ACH”) transfers from the Customer’s designated operating account (the “Payment Account”) directly to Hubilo.

   8. Taxes

      1. Customer acknowledges that any/ all applicable taxes, duties, or government levies whatsoever may not be included in the License Fees and expenses mentioned in the Order Form. The Customer will make timely payment of all such taxes, duties, or government levies to the appropriate authority as required to be directly paid by them.​​
      2. The amounts due under an Order Form do not include taxes, duties or levy to be collected by Hubilo (including interest and penalties) and deposited with the appropriate governmental authority. Customer will reimburse Hubilo promptly when a demand outlining the tax, duty, or levy is made by Hubilo on Customer.​​
      3. Customer holds Hubilo harmless for all sales, use, VAT, excise, property or other taxes or levies which Hubilo is required to collect or remit to applicable tax authorities on behalf of Customer.
      4. This provision does not apply to Hubilo’s income tax, or any taxes for which Customer is exempt, provided Customer has furnished Hubilo with a valid tax exemption certificate in advance.

8. Confidentiality
   

   1. Confidential Information must be disclosed to the receiving party in a tangible form and marked as confidential or information, regardless of the manner it was received, which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.
   2. The receiving party shall take all reasonable security precautions which they take to protect their own Confidential Information.
   3. Notwithstanding the foregoing, Confidential Information shall not include information that (a) was already known to the party receiving it at the time of disclosure by the party disclosing it; (b) was, or is, obtained by the party receiving it from a third party not known by the receiving party to be under an obligation of confidentiality with respect to such information; (c) is or generally becomes available to the public other than by violation of this Agreement or another valid agreement between the parties, or (d) was or is independently developed by the receiving party without the use of the disclosing party’s Confidential Information. The party receiving the Confidential Information shall be entitled to disclose Confidential Information to its Affiliates, and Affiliates employees or consultants on a need-to-know basis provided that the party receiving it shall be responsible for use of such Confidential Information by its Affiliates and Affiliates employees or consultants.
   4. The receiving party may disclose Confidential Information only to its employees or agents or subcontractors on a need to know basis and the receiving party shall execute appropriate confidentiality agreements with the people the Confidential Information has been disclosed to so that they have to comply with all the provisions of this Agreement. The receiving party shall be responsible for the use of such Confidential Information by its employees or agents or subcontractors.
   5. The Customer shall maintain utmost confidentiality of all information and materials of whatever nature that is provided or disclosed in relation to this Agreement by Hubilo to the Customer.
   6. Hubilo will not use any of Customer’s Confidential Information except for fulfilling its obligations or the exercise of its rights under this Agreement and will take all reasonable precautions to maintain the confidentiality of Customer’s Confidential Information and to prevent the unauthorized disclosure to others of the Confidential Information.
   7. Notwithstanding anything to the contrary in this Agreement, Hubilo will not be required to keep confidential and may use or license without restriction, any ideas, concepts, know-how, or techniques related to information processing which are developed by Hubilo during the course of this Agreement.

   8. Notwithstanding the foregoing, Hubilo is permitted to:

      1. Monitor Customer’s use of the Platform.
      2. Report to the appropriate authorities any conduct by Customer (or Customer’s Affiliates, agents or End Users) that Hubilo reasonably believes violates any applicable law.
      3. Provide any information, including the Confidential Information, required by law or regulation to be disclosed, or in response to a formal or informal request from law enforcement or government agency or order of a court of law or of other government authorities or pursuant to the rules of any stock exchange.

   9. Neither party shall disclose any information to the other party in violation of any confidentiality obligations to, or proprietary rights of, any third party.

   10. The Customer acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the parties in connection with the preparation and performance of this Agreement are regarded as Confidential Information. Customer shall maintain confidentiality of all such. Confidential Information, and without obtaining the written consent of Hubilo, it shall not disclose any relevant Confidential Information to any third parties. Disclosure of any Confidential Information by the contractors, staff members or agencies hired by the Customer shall be deemed disclosure of such Confidential Information by the Customer, and they shall be held liable for breach of this Agreement.

   11. In case of breach, the affected party shall have the right to seek injunctive relief, which relief shall not exclude any other recourse provided by law.
       

   12. Each party's obligation to protect the other party's Confidential Information shall be for a minimum time period of 5 (five) years from the date of termination of this Agreement.
       

9. Indemnification
   

   1. Indemnification by Hubilo. Hubilo will indemnify, defend, and hold harmless the Customer against all third-party claims, demand, actions, suits, brought against the Customer for infringement of such third party’s valid intellectual property rights arising out of the use of the Platform.  Hubilo’s indemnification obligation hereunder shall be subject to (a) Hubilo receiving prompt notice of the claim, (b) having the sole control and authority of the defense and/or settlement of the suit, and (c) the Customer agreeing to provide Hubilo all reasonable assistance, at Hubilo’s expense. If Hubilo receives information about an infringement or misappropriation claim related to its Platform, Hubilo may at its discretion and at no cost to Customer (i) modify the Platform so that they are no longer claimed to infringe or misappropriate, without breaching Hubilo’s warranties as mentioned above, (ii) procure a right for the Customer’s continued use of the  Platform in accordance with this Agreement, or (iii) replace the infringing component of the Platform with a non-infringing equivalent or if (i), (ii) and (iii) above are not feasible then (iv) terminate the Agreement and refund Customer any prepaid fees covering the remainder of the term. The above defense and indemnification obligations do not apply if (1) the allegation is not solely attributable to the usage of the Platform (2) a claim against customer arises from the use or combination of the Platform or any part thereof with software, hardware, data, or processes not provided by Hubilo, if the Platform or use thereof would not infringe without such combination; (3) a claim against customer arises from any Services provided under an Order Form for which no fee was charged to the Customer; or (4) a claim against customer arising from the content present on the Platform, a non-Hubilo application or Customer’s breach  of this Agreement, the documentation or applicable Order Forms.
   2. Indemnification​​ by Customer. The Customer will indemnify, defend, and hold harmless Hubilo and its Affiliates against all third-party claims, demand, suit or proceeding including reasonable attorney fees and costs made or brought against Hubilo alleging any of the following:
      a) Customer Data or Customer’s use of Customer Data along with the Services, and/or
      b) a non-Hubilo application provided by Customer, and/or
      c) the combination of a non-Hubilo application provided by Customer, when used with the Services; and/or
      d) arising from Customer’s use of the Services or Platform or any content, in an unlawful manner or in violation of the Agreement, the documentation, or Order Form,
      
      infringes such third party’s intellectual property rights; violates applicable laws; breaches confidentiality and data protection obligations; and/or results in a breach of any of the obligations, representations and warranties of the Customer, provided Hubilo (i) promptly gives Customer written notice  of the claim against Hubilo, (ii) gives Customer sole control of the defense and settlement of the claim against Hubilo (except that Customer may not settle any Claim against Hubilo without seeking prior written approval from Hubilo and unless it unconditionally releases Hubilo of all liability), and (iii) gives Customer all reasonable assistance, at Customer’s expense. The above defense and indemnification obligations do not apply if a claim against Hubilo arises from Hubilo’s breach of this Agreement, the documentation, or applicable Order Forms.
   3. Exclusive Remedy. This 'Indemnification' section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any third-party claim described in this Clause.
   4. Notwithstanding anything in this Agreement, Hubilo shall also be entitled to seek any additional remedy available to it under the law as it deems fit.  The above indemnification offered by Hubilo shall be the sole and exclusive remedy available to the Customer.
      

10. Limitation of Liability
    

    1. Hubilo and its subsidiaries, Affiliates, officers, employees, agents, partners, vendors, and licensors shall not be liable for any indirect, incidental, special, punitive, or consequential damages, including but not limited to damages for lost profits, business interruption, loss of programs or information, loss of use or service or service or equipment, loss of data or interruption of business interruption, violation of data protection law and the like, that result from the use or inability to use the Platform/Services or from mistakes, omissions, interruptions, deletion of files or directories, errors, defects, delays in operation, or transmission, regardless of whether Hubilo has been advised of such damages or their possibility.

    2. Limitation of Liability

       1. EXCEPT FOR MISAPPROPRIATION OF HUBILO’S INTELLECTUAL PROPERTY AND/OR BREACH BY THE CUSTOMER OF ITS CONFIDENTIALITY OBLIGATIONS, THE AGGREGATE LIABILITY OF EACH PARTY AND ITS AFFILIATES UNDER THIS AGREEMENT AND ANY ORDER FORM SHALL BE LIMITED TO THE LICENSE FEE PAID BY CUSTOMER AND ITS AFFILIATES FOR EACH ORDER FORM UNDER WHICH THE INCIDENT AROSE.
       2. Exclusion of Consequential and Related Damages. In no event will either party or its Affiliates have any liability arising out of or related to this Agreement for any lost profits, loss of revenue, goodwill, or indirect, special, incidental, consequential, punitive damages, arising under any theory of contract, tort (including negligence), strict liability or if a Customer’s or its Affiliates’ remedy otherwise fails of its essential purpose. The foregoing disclaimer will not apply to the extent prohibited by law and will not limit Customer's and its Affiliates’ payment obligations under the “fees and payment” Clause above.
       3. NOTWITHSTANDING THE LIMITATION OF LIABILITY CLAUSE AS PER 10 (ii) (a) ABOVE, THE CUSTOMER SHALL BE LIABLE FOR ANY THIRD-PARTY DATA PROTECTION CLAIMS, MADE AGAINST HUBILO WHICH ARISE FROM ANY BREACH OF THE DATA PROTECTION OBLIGATIONS UNDER THIS AGREEMENT OR RELEVANT DATA PROTECTION LAWS, THE CUSTOMER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND HUBILO FOR SUCH CLAIMS MADE BY THE THIRD PARTY, AS PER CLAUSE 9 (ii) OF THE AGREEMENT.

11. Modification of Agreement
    ‍
    Hubilo may update, amend, modify, or supplement the terms and conditions of this Agreement from time to time and will notify the Customer regarding the same. Customer’s continued use of Customer’s Account and/ or the Services/Platform after the notice period will be conclusively deemed as acceptance by Customer of any such modifications or amendments.
    

12. Dispute Resolution and Governing Law
    

    1. All disputes or differences arising between the parties shall at the first instance be attempted to be resolved by good faith negotiation prior to commencing legal proceedings. Where the parties are unable to resolve a dispute by negotiation within 60 (sixty) days of commencement of the proceedings, such disputes shall be finally settled by arbitration conducted in accordance with the rules of the United Nations Commission and International Trade law (UNCITRAL) as at present in force. Each party shall appoint one (1) arbitrator within the 30 (thirty) days from the time both parties agree to enter into arbitration. The two chosen arbitrators shall appoint a third arbitrator within 30 (thirty) days of their appointment. The seat of arbitration will be San Francisco, CA The language of arbitration will be in English. Each party will bear its own expenses in the arbitration. The order passed by the arbitrator shall be final and binding upon the parties.

    2. This Agreement shall be governed by and construed in accordance with the laws of the State of California, USA with the exclusive jurisdictions of courts in San Francisco County, California. In any action to enforce this Agreement, including, without limitation, any action by Hubilo for the recovery of fees due hereunder, Customer shall pay the reasonable attorneys' fees and costs in connection with such action.
       

13. Third-Party Applications
    ‍
    Hubilo may utilize third-party applications that offer certain products or services that integrate and interoperate with the Platform. Hubilo cannot guarantee the continued availability and seamless interoperability or performance of such third-party applications and does not warrant or support the same. In case any actions, suits or claims are brought against the Customer resulting from the use or access to such third-party applications that cause any modification or deletion of Customer Data, loss of business or business opportunities, violations of applicable laws or third-party intellectual property rights or any damages incurred by the Customer or End User, Hubilo may choose to suspend or remove the products or services, in whole or in part, from the Platform without entitling Customer to any refund, credit, damages or other compensation in case such third-party applications cease to be interoperable or available for interoperation with the Platform.
    

14. EXPORT COMPLIANCE AND USE RESTRICTIONS
    ‍
    The Platform and derivatives thereof, may be subject to export controls and economic sanctions laws and regulations of the United States and other jurisdictions. Customer agrees to comply with all such laws and regulations as they relate to access to the Platform. Customer represents that they are not named on any U.S. government restricted-party list, will not permit the End-User to access or use the Platform in a U.S.-embargoed country or region (currently Cuba, Iran, North Korea, Syria or Crimea), and will not permit the Platform to be used for any criminal and prohibited end use (e.g., nuclear, chemical, or biological weapons proliferation, or missile-development purposes).
    

15. FEDERAL GOVERNMENT END USE PROVISIONS
    ‍
    If Customer is a U.S. federal government department or agency or contracting on behalf of such department or agency, each of the feature of the Platform is a “Commercial Item” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as those terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202. Consistent with 48 C.F.R. §12.212 or 48 C.F.R.§227.7202-1 through 227.7202-4, as applicable, the Platform and its applicable features are licensed to the Customer with only those rights as provided under the terms and conditions of this Agreement.
    

16. GENERAL
    

    1. Data Privacy: Each party shall comply with their obligations under the applicable data privacy laws relating to the collection, use, processing, protecting or disclosure of personal data or PII. The terms and conditions mentioned in the Data Processing Addendum shall together form the Agreement and shall supersede all prior agreements.
       

    2. Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all previous agreements or representations, whether oral or written. Any ordering document (e.g., purchase order) that originates from the Customer will not be binding on Hubilo, and any accompanying terms and conditions are null and void. In the event of any conflict among the terms of this Agreement or an Order Form, the following order of precedence will apply: (1) Order Form; (2) Agreement.
       

    3. Non-Solicitation:​​ During the Term and for a period of 1 (one) year thereafter, neither party shall, without the prior written consent of the other party, solicit, recruit, hire, encourage or induce any employees, directors, consultants, associates, contractors or subcontractors of the other party, to leave the employment of the other party. Any recruitment of such personnel via open advertisement where such personnel applies, is interviewed and selected will not be a breach of this provision.
       

    4. Right to Use the Logo, Publicity and Case Study: Customer agrees to let Hubilo use their organization's name, trademark, tagline and logo for its promotional purposes including but not limited to including the same on customer list, website, application(s), Platform and promotional/ marketing materials including brochures/ hoardings/ press releases/ TV or online advertisements, with its other customers as a reference or as part of case studies and testimonials that Hubilo is providing the Platform to the Customer at such other places as Hubilo may deem fit. Hubilo may identify Customer as a customer of Hubilo. Hubilo may issue a press release announcing a) the relationship formed by the Agreement, b) the results obtained by Customer from using the Subscription, subject to the prior approval of Customer, not to be unreasonably withheld or delayed. Furthermore, the Customer agrees that Hubilo may, from time to time, use information related to the Customer's use of the Services provided under this Agreement for the purpose of creating case studies and showcasing successful implementations. This may include, but is not limited to, the Customer's name, logo, project details, and outcomes achieved. The Customer understands and agrees that such case studies may be used in marketing materials, presentations, and other promotional activities by Hubilo. If the Customer wishes to opt out of participating in case studies, the Customer shall provide written notice to Hubilo, indicating its intention to opt out.
       

    5. Independent Contractors: The relationship of the parties under this Agreement is that of independent contractors. Neither party will be deemed to be an employee, agent, partner, franchisor, franchisee nor legal representative of the other for any purpose and neither will have any right, power, or authority to create any obligation or responsibility on behalf of the other party.
       

    6. Force Majeure:​​ The parties shall not be liable for any default or non-performance of obligations under the Agreement (except for any obligations to make payments to the other party) if such default or non-performance of obligations is caused by a Force Majeure Event. In the event of any Force Majeure Event, the party affected shall notify the other party, in writing, of such circumstances and the cause thereof, within 15 (fifteen) calendar days. Unless otherwise directed by the other party, the party pleading Force Majeure Event shall continue to render, perform or discharge other obligations as far as they can be reasonably fulfilled, and shall seek all alternative means for performance affected by the Force Majeure Event. In the event the delay continues for a period of more than 3 (three) months, the parties shall consult one-another in an endeavor to find a solution to the problem, failing which the Agreement (or the relevant part thereof) may be duly terminated in accordance with the procedure provided in this Agreement.
       

    7. Anti-Corruption: Both parties agree to not offer any illegal or improper bribe, kickback, payment, gift or thing of value from the other party or its agents in connection with this Agreement. If the Customer learns of any violation of the above restriction, Customer will use reasonable efforts to promptly notify Hubilo’s legal department at legal@hubilo.com.
       

    8. Third-Party Liability: Hubilo shall not be liable for the actions of any third-party including, but not limited to, website hosting providers, server providers, etc. due to which Customer and/or End User’s access and use to the Platform/ Dashboard/ Services may be affected.
       

    9. Severability:​​ In the event that any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal, or unenforceable, the validity and enforceability of the remaining provision, or portions of them, will not be affected.
       

    10. Waiver:​​ No waiver by Hubilo of any breach by Customer of any of the provisions of this Agreement shall be deemed a waiver of any preceding or succeeding breach of this Agreement. No such waiver shall be effective unless it is in writing signed by the parties hereto, and then only to the extent expressly set forth in such writing.
        

    11. Assignment: Hubilo may assign or transfer this Agreement or any rights or obligations hereunder, in whole or in part, at their sole discretion. In the event of Customer’s acquisition of, or merger with, a third-party Customer may continue to use the Hubilo Platform and the obligations and rights of Customer under this Agreement will apply to, and may be exercised only in connection with, the operations of Customer as they existed on the date prior to the acquisition or merger. Customer may not otherwise assign this Agreement or otherwise transfer any rights hereunder whether by operation of law, change of control, or in any other manner, without the prior written consent of Hubilo. Any assignment or transfer in violation of this Clause will be null and void.
        

    12. Notices. Except as otherwise specified in this Agreement, all notices or other communication required or permitted to be given or made under this Agreement shall be in writing, in English, and shall be delivered personally, or sent by registered post, or by facsimile, or by email or by first class courier, addressed to the intended recipient at its address set forth in the order form or to such other address as either party may from time to time, duly notify in writing to the other party. Notices shall be deemed to be effectively delivered upon (a) handing over of the notice to the intended recipient in case of personal delivery or delivery through registered post or courier; or (b) the first business day in case of e-mail.