HUBLE DIGITAL LIMITED
(“Huble Digital”, “us”, “we”, “our”)

Customer Service Ticket Portal for HubSpot® Service Hub™

Terms of Service

Effective as of 01 May 2021

Please read these terms carefully when using or accessing our website and/or software-as-a-service offering as they set out our legal relationship with you and are important. These Terms of Service include the Huble Digital website Privacy Policy and Data Processing Agreement (“the Agreement”). The Agreement is binding and enforceable against every person (“you”, “user(s)”,”he”, “she” “they”) who accesses or uses the Customer Service Ticket Portal (“CSTP”) for HubSpot® Service Hub™ and related websites, including any software, service, feature, product, program and element provided by or on behalf of Huble Digital in connection with such services and software solutions and including, but not limited to, any products, programs, and services described in these Terms of Service (“the CSTP Platform”).

By making use of the CSTP Platform, you represent that you have read and understood and that you are agreeing to the terms and conditions of this Agreement. This Agreement governs your access and use of the CSTP Platform, and any updates, upgrades and features as well as any further online or mobile services, features, content, webinars, virtual events or meetings hosted by or in connection with Huble Digital or our subsidiaries.

The CSTP Platform allows companies using the HubSpot® Service Hub™ (“HubSpot Clients”) and their customers to create, view, update, and comment on past and current service tickets. The CSTP Platform is owned and operated by Huble Digital and licensed to you in terms of this Agreement. You acknowledge and agree that your license to use the CSTP Platform and any related website will automatically be revoked if you attempt to use the CSTP Platform for any other purpose.

BY COMPLETING THE ELECTRONIC ACCEPTANCE AND PROCUREMENT PROCESS, CLICKING THE “BUY NOW”, “APPLY,” “SUBMIT” OR “ACCEPT” BUTTONS, UPLOADING DOCUMENTS, INSERTING PERSONAL INFORMATION, USING ANY OF THE HUBLE DIGITAL SERVICES RELATED TO THE CSTP PLATFORM, OR OTHERWISE INDICATING ACCEPTANCE OF THIS AGREEMENT, YOU AND ANY PARTY OR ENTITY THAT YOU ARE USING, REPRESENT AND WARRANT THAT:

(i) YOU ARE AUTHORIZED TO BIND YOURSELF AND ANY OTHER PARTY ON WHOSE BEHALF YOU USE THE WEBSITE; AND
(ii) YOU AGREE TO BE BOUND BY ALL TERMS OF THIS AGREEMENT.

IF YOU DO NOT AGREE, DO NOT CONTINUE TO USE THE CSTP PLATFORM.

1. INTRODUCTION AND DESCRIPTION

1.1. Huble Digital is a software and services consultancy providing business transformation using the HubSpot® platform.

1.2. Huble Digital has developed the CSTP Platform that extends the HubSpot® Service Hub™ (“HubSpot Clients”), to allow customers to manage service tickets. These HubSpot Client customers have access to a secure website where they can view all current and past tickets created by themselves or their co-workers.

2. USE OF THE CSTP PLATFORM

         2.1. The CSTP is located in the HubSpot® Application Marketplace: https://app.hubspot.com/ecosystem/213255/marketplace/apps/customer-service/ticketing/customer-ticket-portal-220145

         2.2. In order to use the CSTP Platform on a free trial basis, you will be required to complete the registration process by providing the following information to us:

     2.2.1. Your first name and surname;

                2.2.2. e-mail address and contact details;

                2.2.3. company name;

                2.2.4. We will require that you accept these Terms of Service and our Data Processing Agreement and provide us with your electronic signature. Once we are satisfied that you are a human and
                           you have clicked the “REGISTER” button, you will have access to the CSTP Platform.

         2.3. Once registered, the data from the HubSpot Client’s HubSpot® Portal is synchronised with the CSTP Platform. Synchronised data types include the name of the company, the Hubspot® token or
                ticket ID, the full names and e-mail address of the ticket owner and/or the authorised administrator.

         2.4. Existing HubSpot® contacts can be invited to register and engage with their own tickets and/or engage with all the (synchronised) tickets linked to the HubSpot Client.

         2.5. In order to use the CSTP Platform on a paid subscription basis, you will be required to complete the registration process by providing the following information to us:

                2.5.1 full company name;

                2.5.2 Tax or VAT or GST registration number (if applicable);

                2.5.3 billing address;

                2.5.4 preferred billing currency;

                2.5.5 purchase order number (if applicable) and

                2.5.6 subscription frequency (quarterly or annually).

         2.6. The information, once provided, is stored on our server for as long as your CSTP account remains active, and your subscription is fully paid. In accordance with the principles of minimality 
                 relating to data privacy, we will store your information only for as long as is entirely necessary to provide the CSTP service to you. As such, if you fail to pay for your subscription on the due 
                 date, the account will be suspended for the duration of your 30 (thirty) day notice period. If no subscription fee has been paid and there are no valid justifications for non-payment, we will
                 cancel your subscription and delete all data associated with your account.

         2.7. Your online account is part of the CSTP Platform, and is used for, among other things, accessing your customer data. You are solely responsible for maintaining the confidentiality of your online 
                account and password. You agree to accept responsibility for all activities that occur under your online account. We will regard any communications we receive under your password, user 
                profile, and/or online account to have been sent by you.

         2.8. You agree to promptly notify us of any unauthorized access or use of the CSTP Platform and any loss or theft or unauthorized use of your password, online account, or user profile.

         2.9. It is your responsibility to evaluate the functionality of the CSTP Platform to determine whether it supports your business requirements. This includes testing and familiarising yourself with the
                CSTP Platform including its features, limitations, and system requirements before selecting any paid subscription plan. We do not issue refunds to customers because they cannot understand
                the system requirements, or due to compatibility issues, including inadequate internet speed or consistency, or incompatible devices, operating systems, or browser software versions.

3. SUBSCRIPTION PACKAGES AND SUBSCRIPTION FEES

        3.1. Subscription Packages:
              3.1.1. There are currently 3 payment tiers which are linked to your HubSpot® service tier, with the option to pay your subscription fees either quarterly or annually as applicable.

             3.1.2. The subscription fee amount will depend on the package which you select and the number of tickets / synchronisations that you opt for per month. Subscription fees do not include any
                      governmental or revenue authorities value-added tax (VAT), goods and services tax (GST), and the like. The following subscription options are currently available:
            
             3.1.3  Starter Package at US$50 per month (billed quarterly) allowing 0 - 499 tickets per month or $45 per month billed at $540 per year on an annual paid subscription;
            
             3.1.4 Professional Package at US$299 per month (billed quarterly) allowing 500 - 1,499 tickets per month or $269 per month billed at $3,228 per year on an annual paid subscription; and
           
             3.1.5 Enterprise Package at US$899 per month (billed quarterly) allowing 1,500 - 10,000 tickets per month or $809 per month billed at $9,708 per year on an annual paid subscription.

             3.1.6. The Subscription Fees for the packages remain fixed for the subscription period selected unless you:
                      3.1.6.1. Exceed your allocated synchronisation limits;
                      3.1.6.2. upgrade products or base packages; or
                      3.1.6.3. subscribe to additional custom-built features or products.

             3.1.7. We reserve the right to increase the subscription fees on an annual basis. You will be informed about these price changes, if any, when your subscription term is due to expire.

             3.1.8. During the subscription period, you may not downgrade packages. You may upgrade your package during a current subscription.

            3.1.9. You are solely responsible for any remittances due by you to any governmental or revenue authorities including (withholding tax, sales tax, services tax, value-added tax (VAT), goods and
                      services tax (GST), and the like.

            3.1.10. Free trials are not included in any subscription plans created during or after the initial plan creation. Similarly, a free trial cannot be paused or reinstated if any subscription plan is
                      cancelled or downgraded before the initial trial period has ended.  

         3.2. Subscription Period:
                3.2.1. 14 Day Trial: We offer an initial 14 day free trial period (“the Trial Period”) so you can test the suitability of the CSTP for your business. Once you have accepted these Terms of Service
                         and registered for the Trial Period, a representative from our team will contact you. During the Trial Period we will provide you with more information on subscription packages that we 
                         offer and you will be able to test the product offering.

                3.2.2. To continue using the CSTP Platform after the Trial Period, you will need to purchase a subscription package.

         3.3. Renewal and Termination:
                3.3.1. You will receive a reminder email 30 (thirty) days before your subscription package expires. At this point you will have the option to renew your subscription or opt for a different 
                          package. If you do not respond to our e-mail with your election to renew or purchase another subscription, your account will terminate at the expiry of the notice period.

                3.3.2. Your right to use the CSTP Platform automatically terminates if you violate the Agreement, fail to pay your subscription fees, or violate any rules or guidelines posted in connection with 
                           this Agreement and the use of the CSTP. We also reserve the right, in our sole discretion, to terminate your access to all or part of the Services, for any justifiable reason, with or
                           without notice.

                3.3.3. If your account is terminated, you will not have access to the account. Upon termination, your license under this Agreement shall also terminate. Clause 4, 5, 6, 7 - 12 remain unaffected
                          and survive termination.

         3.4. Method of Payment:
                3.4.1. Payment for subscriptions will be via electronic funds transfer, subject to you receiving an invoice from Huble Digital confirming the details of your subscription selection and providing
                         our banking details. You can pay in USD, GBP or Euros.

         3.5. Refunds:
                3.5.1. We do not offer any prorated refunds for cancelled subscription plans. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for
                         months unused with an open account. To treat everyone equally, no exceptions will be made.

        3.6. Suspension for Non-Payment:
               3.6.1. We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to any or all the subscription services 30 (thirty)
                        days after such notice. We will not suspend the subscription service while you are disputing the charges reasonably and in good faith and are cooperating diligently to resolve the
                        dispute. If a subscription service is suspended for non-payment, we may charge a re-activation fee to reinstate the subscription service.

       3.7. Right to Cancel
              3.7.1. You are entitled to cancel or deactivate the account at any time before the Trial Period has expired. If you have purchased a subscription package already and the Trial Period has not
                       expired, then you may cancel the subscription and deactivate your account. OUR NO REFUNDS POLICY STILL APPLIES IN THIS CASE.

              3.7.2. Cancellation requests must be sent to cstpteam@hubledigital.com with the text: “PLEASE CANCEL MY HUBLE DIGITAL CSTP ACCOUNT”.

       3.8. Third Party Charges
               3.8.1. You will only pay your subscription fee. We will not charge you for any third party (ancillary) products or services connected with the CSTP service offering. You will be responsible for the
                         external costs of running and operating the CSTP platform on your systems, such as WIFI, troubleshooting, supporting software and system maintenance.

4. LICENCE

       4.1. The CSTP Platform is licensed to you, not sold. We grant you a personal, limited, non-transferable, revocable and non-exclusive license to use the CSTP Platform. We grant you access to the
             service based on this Agreement, to use as such and not for you to commercialise.

      4.2. You may not access, copy, modify or distribute any of the Huble Digital software as service solutions including the CSTP Platform, unless expressly authorised by us or permitted by law. You
             may not reverse engineer or attempt to extract or otherwise use source code or other data from the CSTP Platform, unless expressly authorised by us or permitted by law. We and/or our
             licensors own and reserve all other rights, including all right, title and interest in the CSTP Platform and associated intellectual property rights.

5. RULES OF CONDUCT

       5.1. When you access or use the CSTP Platform, you agree to our Acceptable Use Policy and that you will not:

             5.1.1. license, sublicense, sell, resell, rent, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the CSTP Platform or any part thereof;

             5.1.2. reproduce, modify or make derivative works based upon the CSTP Platform or the audio and visual information, documents, software, graphics, products, and services contained or made
                      available to you in the course of using the service;

             5.1.3. reverse engineer or access the CSTP Platform in order to (i) build a competitive product or service, (ii) build a product using similar ideas, features, functions or graphics of the CSTP
                       Platform, or (iii) copy any ideas, features, functions or graphics of the CSTP Platform;

             5.1.4. access the CSTP Platform by any means other than facilities that are provided by us;  

             5.1.5. violate any law, rule or regulation;

             5.1.6. interfere with or disrupt any of the Huble Digital services including the CSTP Platform or any server or network used to support or provide the CSTP Platform, including any hacking or
                      cracking into the CSTP Platform;

     5.1.7. use any software or program that damages, interferes with or disrupts the CSTP Platform or another's computer or property, such as denial of service attacks, spamming, hacking, or
             uploading computer viruses, worms, trojan horses, cancelbots, spyware, corrupted files and time bombs;

     5.1.8. publish, post, upload or distribute any content, material or information, that we (acting reasonably and objectively) determine is inappropriate, abusive, hateful, harassing, profane, defamatory,
              threatening, hateful, obscene, sexually explicit, infringing, privacy-invasive, vulgar, offensive, indecent or unlawful; including data which falls within the definition of special category data in
              terms of data protection legislation and for which you have no lawful basis to process;

      5.1.9. The CSTP extracts all contacts and their related companies, tickets, ticket pipelines, ticket engagements and owners stored in your HubSpot® portal. This includes all fields of data associated
               with these records, including custom properties which have been created in your HubSpot® portal. The CSTP may not be used if any of the information that would be extracted from HubSpot®
               in this way includes data which falls within the definition of special category data in terms of data protection legislation or for which you have no lawful basis to process;

       5.1.10. post a message for any purpose other than personal communication. Prohibited messages include advertising, spam, chain letters, pyramid schemes and other types of solicitation or 
                 commercial activities.

6. WARRANTIES AND DISCLAIMER

        6.1. THE CSTP PLATFORM IS LICENSED AND PROVIDED "AS IS." YOU USE IT AT YOUR OWN RISK TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, WE GIVE NO EXPRESS,
               IMPLIED OR STATUTORY WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT
               OF THIRD-PARTY RIGHTS, AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR PRACTICE. WE DO NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT
               OF THE SERVICE; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT OPERATION OF THE CSTP PLATFORM WILL BE UNINTERRUPTED OR FREE FROM ERRORS, BUGS, 
              CORRUPTION, LOSS, INTERFERENCE, HACKING OR VIRUSES, OR THAT THE CSTP PLATFORM WILL INTEROPERATE OR BE COMPATIBLE WITH ANY OTHER SOFTWARE.

       
         6.2. You warrant to and in favour of us that:

                6.2.1. you have the legal capacity to agree to and be bound by this Agreement; 
                          and
                6.2.2. this Agreement constitutes a valid and binding contract on you and is enforceable against you.

         6.3. Each of the warranties given by you will:

                6.3.1. be a separate warranty and will in no way be limited or restricted by inference from the terms of any other warranty or by any other words in this Agreement;
               
                6.3.2. continue and remain in force irrespective of whether your account is active, suspended or cancelled; and

               
               6.3.3. be deemed to be material.

7. LIMITATION OF LIABILITY
     
       7.1. We will not, under any circumstances, be liable to you for any costs, claims, damages (including, without limitation, indirect, extrinsic, special, penal, punitive, exemplary or consequential loss or damage of any kind), penalties, actions, judgements, suits, expenses, disbursements, fines or other amounts which you may sustain or suffer (or with which you may be threatened) as the result of, whether directly or indirectly, any act or omission in the course of or in connection with the implementation of this Agreement or in the course of the discharge or exercise by the parties or their employees, agents, professional advisors or delegates of their obligations or rights in terms of this Agreement or the termination of these terms for any reason, in excess of GBP 1,000 000 (one million) Pounds.

8. NO CONSEQUENTIAL LOSSES

       8.1. Under no circumstances whatsoever shall either of us be liable for any indirect, extrinsic, special, penal, punitive, exemplary or consequential loss or damage of any kind whatsoever or
             howsoever caused (whether arising under contract, delict or otherwise and whether the loss or damage was actually foreseen or reasonably foreseeable), including but not limited to any loss
            of commercial opportunities or loss of profits, and whether as a result of negligent (including grossly negligent) acts or omissions of such party or its servants, agents or contractors or other
            persons for whose actions such party may otherwise be liable in law.

9. INDEMNITY

       9.1. You hereby indemnify and hold Huble Digital, our shareholders, directors and employees, in whose favour this constitutes a stipulation capable of acceptance in writing at any time) harmless
             against any claim by any third party for any costs, damages (including, without limitation, indirect, extrinsic, special, penal, punitive or exemplary loss or damage of any kind), penalties, actions,
             judgements, suits, expenses, disbursements, fines or other amounts arising, from accessing and using the CSTP Platform and or arising from any breach of any of any obligations or duties
            under this Agreement.

10. BREACH

          10.1. Should a party (“the defaulting party”) breach any of the terms and conditions of this Agreement, then the other party (“the aggrieved party”) shall be entitled forthwith where the defaulting
                 party has failed to remedy such breach within a period of 14 (fourteen) days after receipt of written notice by the aggrieved party requiring it to do so, to claim specific performance or to
                 cancel this Agreement by written notice to that effect given to the defaulting party, either of which shall be without prejudice to any other rights which the aggrieved party may have at law.

11. GOVERNING LAW AND DISPUTE RESOLUTION

          11.1. This Agreement and any dispute arising out of or in connection with this Agreement or the use of the CSTP Platform (“Dispute”) will be governed as to all matters, including, but not limited to the
                validity, construction, and performance of this Agreement, by and under the laws of England. All actions, lawsuits, or other legal proceedings related to such Dispute will be filed only in English
                Courts.

12. FORCE MAJEURE

          12.1. Except for the obligation to pay monies due and owing, neither party shall be liable for any delay or failure in performance due to events outside the defaulting party’s reasonable control,
                 including, without limitation, acts of God, earthquakes, labour disputes, actions of governmental entities (including but not limited to delay caused by customs regulations or a change in
                 customs regulations), riots, war, terrorism, fire, epidemics or other circumstances beyond its reasonable control.

          12.2. The obligations and rights of the defaulting party shall be extended for a period equal to the period during which such event prevented such party’s performance, provided that if such period 
                  exceeds 60 (sixty) days, then either party shall be entitled to terminate this Agreement immediately on written notice while the party’s performance continues to be prevented.

This page refers to the "HubSpot® Service Hub™". 

With “HubSpot® Service Hub™,” the “HubSpot” portion is a registered mark and the “Service Hub” portion is a (claimed) trademark. Service Hub is one piece of HubSpot, Inc’s complete CRM platform to help your business grow better.

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