End User License Agreement
HubStar End User License Agreement
This End User License Agreement (this “Agreement” or “EULA”) is a binding legal contract between the HubStar Entity (as specified in Section 15, below), its affiliates and licensors (collectively, “HubStar”), and the individual or legal entity who accesses or uses the Services (as defined below) (collectively, “you,” “your,” or “Customer,” as applicable). You and HubStar are each a “Party,” and together, the “Parties.”
By accessing or using the Services, you represent that you have the authority to enter into this Agreement. If you do so on behalf of any other person or a legal entity, you represent and warrant that you have the authority to accept this Agreement on behalf of that person or legal entity. Your continued access to or use of the Services following modification to the Services or this Agreement constitutes your agreement to be bound by this Agreement, as modified.
IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICES.
For the purposes of this Agreement, the following capitalized terms will have the meanings set forth for each of them below:
- (a) “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with you, and that has been designated to receive Services under this Agreement. For purposes of this definition, “control” means the power to direct or cause the direction of the management and policies of the subject entity, whether through equity ownership, a credit arrangement, franchise agreement or other contractual arrangement.
- (b) “Aggregated Data” means anonymized, aggregated data derived by or through the operation of the Services that is created by or on behalf of HubStar and that does not reveal any of Your Data or any personally identifying information or Personal Data about you or any Users.
- (c) “Apps” means any mobile or desktop applications through which HubStar makes the Software Service available.
- (d) “Business Day” means a day other than: a Saturday, a Sunday, or a public holiday when banks are not open for business (in your local support hub, in the United States, England, or Australia, as applicable).
- (e) “Confidential Information” means (a) any software utilized by HubStar in the provision of the Services and its respective source code; (b) each Party’s business or technical information, including but not limited to the Documentation, information relating to software plans, designs, costs, prices and names, business opportunities, personnel, research, development or know-how that is designated by the disclosing Party as “confidential” or “proprietary” or the receiving Party knows or should reasonably know is confidential or proprietary, and; (c) Your Data.
- (f) “Data Protection Legislation” means the UK Data Protection Legislation and any other European Union legislation relating to “Personal Data” and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a Party.
- (g) “Distributor” means a reseller or distributor of the Services, authorized by HubStar to sell the Services to you.
- (h) “Documentation” means HubStar’s user guides, documentation, and help and training materials, as may be updated by HubStar from time to time, and any other materials provided by HubStar as part of the Services.
- (i) “DPA” means the HubStar Data Processing Addendum attached hereto as Schedule A.
- (j) “Equipment Support Service” means the technical support and failure replacement program offered by HubStar with respect to the Supported Equipment.
- (k) “Intellectual Property Rights” means all worldwide intellectual property rights, including copyrights, trademarks, service marks, patents, trade secrets, know-how, moral rights and all other proprietary rights, including registrations, applications, renewals and extensions of such rights existing anywhere in the world, whether registered or unregistered.
- (l) “Location Data” means information about the geospatial location of a device at a particular time. Location Data may be derived from sources such as GPS information, device IP address, nearby cell towers, and nearby Wi-Fi hotspots.
- (m) “Order Form” means a separate ordering document, purchase order, invoice or other documentation that (a) specifies Services and Supported Equipment to be purchased by you under this Agreement and the applicable fees, and other terms as agreed to between the Parties or, as applicable, between a Distributor and you, and (b) has been accepted by HubStar or, as applicable, the Distributor, either by acknowledgement of such acceptance or initiation of delivery of the Services.
- (n) “Professional Services” means any services other than the Software Service or Equipment Support Service (e.g., services related to the establishment of the Software Service or in-person training services, etc.) specified to be provided by HubStar under an Order Form.
- (o) “Services” means the Software Service, Equipment Support Service, Software Support Service, Professional Services and the Apps as well as any use of the Documentation.
- (p) “SLA” means the HubStar Service Level Agreement detailing HubStar’s maintenance and support of the Software Service attached hereto as Schedule B.
- (q) “HubStar Entity” means the entity with whom you are contracting in this Agreement, as further specified in Section 15.
- (r) “Software Service” means HubStar’s online resource booking service.
- (s) “Software Support Service” means the maintenance and technical support services provided in connection with the Software Service, as more particularly specified in the SLA.
- (t) “Supported Equipment” means the occupancy sensors, video displays and any other equipment offered by HubStar for use in connection with the Software Service.
- (u) “Subscription Term” means the time period for which you have subscribed for the Software Service, as specified in each applicable Order Form.
- (v) “Third Party Offerings” means any third-party mobile apps, websites, equipment or other products or services, that HubStar offers for use in connection with the Services or that are identified in Documentation as compatible for use with the Services.
- (w) “UKDataProtectionLegislation” means all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
- (x) “User” means an individual employee, contractor, or other agent authorized by you to access and use the Services.
- (y) “Your Data” means any data, information or material provided or submitted by you, your Users or Affiliates to HubStar in connection with your use of the Services.
2. Services and Data; Unauthorized Access
- 2.1 Provision. HubStar will make the Services to which you have subscribed, as specified in each Order. Form, available to you in accordance with the terms and conditions of this Agreement.
- 2.2 Orders and Fees. Your use of the Services is subject to payment of the relevant fees set out in the Order Form. (See Section 5 for additional details around fees and payments.) Unless otherwise provided in an Order Form, the Services are not provided without charge. Where applicable, your rights to access the Services may also be managed by the applicable Distributor. HubStar has no obligation to provide the Services to you generally except as strictly agreed between you and, as applicable HubStar or your Distributor.
- 2.3 Affiliates. If an Order Form indicates that any of your Affiliates will be receiving Services hereunder, they will be bound by the terms of this Agreement as if they were an original party to this Agreement.
- 2.4 Changes to Services. Subject to the SLA, HubStar reserves the right to suspend any Services: (a) during Planned Downtime, (b) in connection with a Force Majeure event (as defined in Section 17.15), or (c) to prevent the use of malicious software in connection with your use of the Services. In addition, HubStar may change, suspend or discontinue any features, components or functions of the Services at any time, provided that such changes will not materially reduce or alter the warranties applicable to the Software Service specified in Section 11. If HubStar makes any material changes to the Software Service, it will notify you within the Software Service or by sending you an email. Notwithstanding the above, HubStar has no obligation to update or enhance any Services or to produce or release new versions of any Services.
- 2.5 Software Support Services. As part of the Software Service, you will have access to HubStar’s standard support services applicable to the Software Service, as more particularly specified in the SLA. You can initiate a support request by contacting HubStar by email at [email protected].
- 2.6 Equipment Support Services. Provided you have paid any fees required to receive the Equipment Support Services, you will have access to the Equipment Support Services. You can initiate a support request by contacting us via email at [email protected]. You must obtain a Return Material Authorization (“RMA”) number from HubStar prior to returning any Supported Equipment for repair or replacement pursuant to the Equipment Support Services. Any equipment received without an RMA number may be returned to you, and you will be liable to HubStar for the cost of shipping associated with such return. For the avoidance of doubt, unless specified otherwise in an Order Form or Documentation, Equipment Support Services do not include onsite services provided at your facilities or support for any third-party equipment, software, or services.
- 2.7 Trial and Beta Services. HubStar may, in its sole discretion, offer trial services or beta services from time to time at no charge. Any trial or beta services are provided “AS IS” with no warranties of any kind. HubStar will have no liability for any harm or damages suffered by you or any third party in connection with any such trial or beta services.