Hubexo US Terms of Purchase
Last Modified: July 20, 2026
TERMS AND CONDITIONS
1. LICENSED DATA AND DATA SERVICES. The data licensed hereunder is set out in the Order Form and includes business and financial data, plans and specifications, maps, images, editorial content, other data, information, documentation, filings, compilation, selection, arrangement, analysis and processing of such content and data, navigational aids and software within computer readable files, and databases compiled from that data which are sourced by or originates in Hubexo US, Inc. (“Licensed Data”). Access to the Licensed Data is limited to employees who are designated by Client to access and use the Licensed Data solely on behalf and for the benefit of Client (“Authorized Users”) subject to any further limitations set out in the Order Form. Access to the Licensed Data shall be provided via the delivery or access method set out in the Order Form such as a Portal login with a user ID and password or an API access with a token (collectively “Delivery Method”). In addition, Client may purchase additional services from Hubexo US, Inc. which shall be set forth in the Order Form (“Data Services”). An “Order Form” includes an ordering document executed by the parties as well as an online order placed through Hubexo US, Inc.’s e-commerce checkout, together with the product selections, number of Authorized Users, subscription term, and fees specified at checkout and confirmed in Hubexo US, Inc.’s order confirmation. The parties may from time to time add additional Licensed Data and Data Services by executing a new Order Form or by placing a new online order. All such Order Forms shall be subject to the terms and conditions of this Agreement.
2. TERM. This Agreement commences as of the date hereof and shall continue so long as an Order Form is in effect unless it is earlier terminated in accordance with Section 11.1. The initial term of each Order Form shall be specified therein (“Initial Term”). Thereafter, the Order Form will automatically renew on the anniversary of the Initial Term for consecutive one (1) year periods (each a “Renewal Term” and together with the Initial Term, the “Term”) except if Client provides a non-renewal notice forty-five (45) days prior to the scheduled renewal date to [email protected].
3. PERMITTED USE AND USE RESTRICTIONS.
3.1. Subject to Client’s compliance with the terms and conditions of this Agreement, Hubexo US, Inc. grants Client a limited, non-exclusive, non-transferable, non-sublicensable, worldwide (unless otherwise indicated in the Order Form) right and license during the Term to: (i) access and retrieve the Licensed Data via the Delivery Method, and (ii) use the Licensed Data for Client’s internal purposes in the ordinary course of business in compliance with applicable laws, rules and regulations (the “Permitted Use”). Client agrees to take all reasonable steps necessary to protect the Licensed Data from unauthorized use, access or disclosure, or any misappropriation or misuse.
3.2 Client may from time-to-time permit access to and use of the Licensed Data by its: (A) approved Affiliates that are set forth in the Order Form (“Approved Affiliates”), and (B) Authorized Users up to the permitted number set out in the Order Form. No other third party may obtain access to the Licensed Data without the prior written consent of Hubexo US, Inc.. The terms and conditions of this Agreement will apply equally to each Approved Affiliate and Authorized Users as to the Client and Client will ensure that such Approved Affiliates and Authorized Users comply with all those terms and conditions. “Affiliate” means an entity that controls, is controlled by, or is under common control with, a party. For purposes of this definition only, the term “control” is defined as the legal, beneficial, or equitable ownership, directly or indirectly, of outstanding securities with sufficient voting power to elect a majority of the board of directors (or equivalent governing body) of such entity.
3.3 Client shall, except as expressly permitted hereunder, not use or exploit the Licensed Data and not distribute, disclose, display, sell, convey, publish to any third party including to unauthorized employees or Affiliates, including for the creation of or inclusion in Client Materials. “Client Materials” include materials and content originating in or sourced by Client from third parties, including directories, database or other information medium such as mailing lists, guides, posts or editorials whether or not as “paid for” service and regardless of the method of dissemination or medium (e.g. social media, blogs, websites, emails).
3.4 Client shall ensure that any access credentials to any Delivery Method that are issued to Authorized Users (e.g., password(s), login IDs, tokens, etc.,) are kept secure and confidential and shall notify Hubexo US, Inc. promptly upon becoming aware that they were disclosed to any unauthorized third party or otherwise compromised.
3.5 Client shall not archive the Licensed Data or make it searchable and available on demand.
3.6 Where the Delivery Method is the Hubexo US, Inc. portal (the portal and all components thereof “Portal”), Client shall not and shall not permit Authorized Users, Approved Affiliates or any third party to: (i) modify or create derivative works from or based on the Portal, (ii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any source code of the Portal, (iii) use manual process, automatic device or application or extraction tool to access, monitor, use, download, retrieve, index, extract, scrape, or data mine the Portal, (iv) defeat, bypass, or circumvent any other protections implemented by Hubexo US, Inc. with respect to its Intellectual Property Rights in the Portal, (v) bypass or breach any security device or protection used in the Portal, (vi) input, upload, transmit, activate or otherwise provide to or through the Portal any malware or harmful code or virus, (vii) damage, destroy, deface, disrupt, disable, impair, interfere with, or otherwise disrupt, impede, overburden or harm in any manner the Portal or Hubexo US, Inc.’s provision of products and services, (viii) remove, delete, alter, or obscure any Intellectual Property Rights or attribution notices or disclaimers, or (ix), otherwise access or use the Portal in a manner and for purposes not permitted under the Agreement or in violation of applicable law. Client must promptly notify Hubexo US, Inc. if Client becomes aware of any unauthorized use of the Portal.
3.7 Use of Artificial Intelligence. Client shall not, and shall ensure that its Authorized Users do not, without Hubexo US, Inc.’s prior written consent: (a) upload, submit, disclose or otherwise make available any Licensed Data, Data Services, API outputs, reports, metadata or other information obtained through the Delivery Methods to any publicly available or third-party artificial intelligence, generative AI, machine learning or large language model; (b) use any Licensed Data or other information obtained from the Licensed Data, Data Services or Delivery Methods to train, validate, fine-tune, benchmark or improve any artificial intelligence, machine learning model, algorithm or similar technology; or (c) permit any artificial intelligence system to ingest, analyze or process Hubexo US, Inc.’s proprietary data for the purpose of generating competing datasets, products or services. For the avoidance of doubt, this Section 3.7 does not prohibit Client from using internally hosted AI tools solely for administrative purposes, provided that Hubexo US, Inc.’s Confidential Information and Licensed Data are not retained by, used to train, or incorporated into any artificial intelligence model.
3.8 Acceptable Use. Client shall not, and shall ensure that its Authorized Users do not, directly or indirectly: (a) scrape, crawl, harvest, mine or systematically extract Licensed Data or other content from the Licensed Data, Data Services or Delivery Methods; (b) use robots, spiders, automated scripts or similar technologies to retrieve Licensed Data except where expressly authorized by Hubexo US, Inc.; (c) engage in bulk downloading of Licensed Data except as expressly permitted under this Agreement; (d) create or maintain a database, repository or dataset using Licensed Data except as expressly permitted under this Agreement; (e) use the Licensed Data, Data Services or Delivery Methods to develop or support any product or service that competes with Hubexo US, Inc.; (f) interfere with, disrupt or adversely affect the operation, security or performance of the Delivery Methods; or (g) remove or alter copyright notices or proprietary markings.
3.9 Application Programming Interfaces (APIs). Where Hubexo US, Inc. provides access to an application programming interface (an “API”) as a Delivery Method, Client shall: (a) use the API solely for the purposes authorized under the applicable Order Form; (b) maintain the confidentiality and security of all API credentials, keys and tokens; (c) comply with any published API documentation, technical requirements and usage limits; and (d) immediately notify Hubexo US, Inc. of any unauthorized access or suspected compromise of API credentials. Client shall not: (i) exceed published or agreed rate limits; (ii) circumvent authentication or security mechanisms; (iii) reverse engineer or replicate the API; (iv) use the API to build competing products or services; (v) expose the API to unauthorized third parties; or (vi) publish benchmark or performance testing results relating to the API without Hubexo US, Inc.’s prior written consent. Hubexo US, Inc. reserves the right to suspend API access where necessary to protect the security, integrity or availability of the Licensed Data, Data Services or Delivery Methods, and may release new versions of, or modify or discontinue, any API from time to time.
3.10 Fair Usage. Unless otherwise agreed in an applicable Order Form, Client shall access and use the Licensed Data, Data Services and Delivery Methods only in a manner consistent with normal, fair and reasonable usage for its internal business purposes, and shall not exceed any usage limits set out in the applicable Order Form. Hubexo US, Inc. may monitor Client’s usage and implement reasonable technical controls, including rate limiting, download restrictions or temporary suspension, where: (a) usage materially exceeds agreed limits; (b) usage indicates automated extraction, scraping or other unauthorized activity; (c) continued usage may adversely affect the security, stability or performance of the Delivery Methods; or (d) Hubexo US, Inc. reasonably suspects misuse of the Licensed Data, Data Services or Delivery Methods. Where practicable, Hubexo US, Inc. shall provide prior notice before imposing any restriction, except where immediate action is reasonably necessary to protect the Licensed Data, Data Services or Delivery Methods, other customers or Hubexo US, Inc.’s Intellectual Property Rights.
4. SERVICE CHANGES. Any of the Licensed Data and functionality of the Delivery Method may be modified by Hubexo US, Inc. in its sole discretion, including the removal, replacement, and substitution of features or components therein.
5. PAYMENT TERMS; REPORTING & AUDIT
5.1 Client shall pay to Hubexo US, Inc. the applicable Data License fees or Data Services fees (collectively “Fees”) set forth in the Order Form in accordance with the invoicing schedule and payment methods set forth therein. Client will be charged a service fee of 1-1/2% per month on all balances outstanding more than thirty (30) days after the date Fees are due.
5.2 Upon renewal, Fees shall be automatically increased by three percent (3%) over the Fees payable in the Initial Term or in any applicable Renewal Term thereafter. Notwithstanding the foregoing, Hubexo US, Inc. upon written notice at least sixty (60) days prior to the end of the Initial Term or any Renewal Termthereafter, may notify Client of a greater Fee increase for the upcoming Renewal Term, and if Client wishes to cancel the upcoming renewal it shall provide a cancellation notice to Hubexo US, Inc. within no more than fifteen (15) days from receipt of such notice via email to [email protected].
5.3 Client acknowledges that access to Licensed Data and Data Services is conditioned upon timely payment of Fees. Hubexo US, Inc. reserves the right to suspend access and use rights if Fees are not paid when due.
5.4 The termination or expiration of the Agreement or the Order Form shall not relieve Client from any payment obligations with respect to Fees accrued during the Term, whether or not Client was billed for such Fees during the Term or thereafter.
5.5 Upon Hubexo US, Inc.’s written request, Client shall supply a usage report in the format requested certifying the number or identity of Authorized Users and Approved Affiliates having access to the Licensed Data and Data Services and other details reasonably necessary for Hubexo US, Inc. to verify that the restrictions on access and use of the Licensed Data and Data Services have been observed.
5.6 During the Term and for twelve (12) months thereafter, upon request and reasonable notice, but in no event later than fifteen (15) days, Hubexo US, Inc. or its representatives shall have the right to audit Client’s use of the Licensed Data either electronically or otherwise to verify compliance with the terms of this Agreement. Such audit may include inspection of Client’s records, systems and facilities (including cloud). Such audit shall take place not more than once every twelve (12)-month period unless a prior audit reveals a violation of this Agreement or if Hubexo US, Inc. otherwise has reason to suspect any violation of this Agreement. If a violation is found, Client shall promptly bring its use into compliance with this Agreement, bear the cost of the audit and promptly repay Hubexo US, Inc. all underpaid fees (if any) subject to late fees. Hubexo US, Inc. reserves the right to any other remedies whether under this Agreement or at law or in equity.
5.7 For Order Forms placed through Hubexo US, Inc.’s online checkout: (i) Client shall pay the Fees by the payment card or other electronic payment method provided at checkout, and Fees are due and payable at checkout unless the Order Form states otherwise; (ii) Client authorizes Hubexo US, Inc. to charge the stored payment method, on a recurring basis, for the Fees for each Renewal Term and any applicable taxes, until the Order Form is cancelled or non-renewed in accordance with Section 2; (iii) applicable taxes will be calculated and collected at checkout; and (iv) Fees for any Renewal Term, including any increase pursuant to Section 5.2, will be as disclosed at or prior to checkout or in a subsequent renewal notice. The invoicing and late-fee provisions of this Section 5 continue to apply to all other Fees.
6. Confidentiality
6.1 “Confidential Information” means any non-public, proprietary information obtained by a party (“Receiving Party”) whether in oral, written, demonstrative, graphic, electronic, machine readable, or in other tangible or intangible form, that relates to past, present or future products, services, projects, marketing, research, development, pricing or business activities of the disclosing party (“Disclosing Party”) or its Affiliates or their respective employees, customers or suppliers, including the terms of this Agreement and any information that a reasonable person under similar circumstances would deem to be proprietary and confidential, as the Confidential Information of the other party.
6.2 The Receiving Party shall preserve the Confidential Information of the Disclosing Party in confidence, using the same degree of care used by the Receiving Party to protect its own confidential information, but in any event not less than a reasonable degree of care. The Receiving Party may disclose Confidential Information on a need-to-know basis to its authorized employees, consultants, agents, auditors, counsel and other representatives (“Representatives”) performing services for its benefit as required to enjoy the benefit conferred by this Agreement and for the parties to perform their respective obligations under the Agreement. Such Representatives shall be bound by non-disclosure obligations consistent with this Agreement and each party shall be responsible for any violation by its Representatives.
6.3 Confidential Information does not include information: (i) available to the public through no fault of the Receiving Party; (ii) independently developed by or on behalf of the Receiving Party without reference to any Confidential Information of the Disclosing Party; or (iii) disclosed to the Receiving Party without restriction by a third party having a bona fide right to do so and not having an obligation of confidence with respect to such information; or (iv) was known to the Receiving Party or in its possession prior to the date of disclosure by the Disclosing Party, as demonstrated by written evidence. Hubexo US, Inc. may add Client’s name to Hubexo US, Inc.’s published list of customers.
6.4 If Confidential Information is required to be disclosed by law, regulation or court order, such disclosure by the Receiving Party shall be permitted only to the extent legally required while using reasonable efforts to afford it the highest level of protection, and that to the extent legally permissible, the Disclosing Party shall be given reasonable prior notice by the Receiving Party to enable it to seek a protective order or confidential treatment prior to such disclosure.
6.5 Upon the expiration or termination of this Agreement, the Receiving Party shall, upon the written request of the Disclosing Party, return or destroy all Confidential Information of the Disclosing Party. In the case of destruction, the Receiving Party shall certify such destruction in writing to the Disclosing Party within thirty (30) days following written request for such certification.
7. PROPRIETARY RIGHTS
7.1 The Licensed Data, Data Services and Delivery Methods consist of original works of authorship and factual information gathered, selected, analyzed and arranged by Hubexo US, Inc. or its Data Providers at their considerable expense and by the application of methods of selection and judgment unique and original to them, and in the case of any software included therein that is originally treated and developed as trade secrets at Hubexo US, Inc. or its Data Providers’ expense. All right, title and interest, including all Intellectual Property Rights in the Licensed Data, Data Services and Delivery Methods or any part thereof are and shall remain the sole and exclusive property of Hubexo US, Inc. or its Data Providers, and Client is not by reason of this Agreement acquiring any rights therein, other than the limited rights provided in this Agreement. “Intellectual Property Rights” means intellectual property rights in and to patents, trademarks, service marks, trade and service names, copyrights, database rights and design rights (regardless of registration, and including applications for registration), know-how, moral rights, trade secrets, confidential and proprietary information, all rights or forms of protection of a similar nature or having similar or equivalent effect to any of them which may subsist anywhere in the world now existing or hereafter arising.
7.2 Except as expressly permitted in an Order Form, Client shall not create derivative works from or improvement to the Licensed Data, Data Services or Delivery Methods. Client shall not reverse engineer, disassemble, decompile, unobfuscate, decipher, or otherwise seek to duplicate the performance characteristics of the Licensed Data, Data Services or Delivery Methods or any component thereof.
7.3 Client shall not delete or alter any Hubexo US, Inc. or its Data Providers’ proprietary information, copyright or trademark notices, if any, appearing on the Licensed Data, Data Services or Delivery Method. Client shall attribute the Licensed Data to Hubexo US, Inc. or the applicable Data Provider in a manner consistent with the attribution guidelines provided by Hubexo US, Inc. from time to time.
7.4 Hubexo US, Inc. welcomes ideas, suggestions and feedback related to Hubexo US, Inc.’s products and services and any other aspects of Hubexo US, Inc.’s business (“Feedback”). Provision of Feedback is entirely voluntary. If Client elects to provide such Feedback, it shall and does hereby assign to Hubexo US, Inc. all title and interest, including Intellectual Property Rights in such Feedback and Hubexo US, Inc. may use it for its business purposes in its discretion and its own risk without any payment or accounting to Client, but without any responsibility or liability by Client, provided that Client shall not knowingly provide to Hubexo US, Inc. Feedback that is (i) in breach of Client’s confidentiality obligations to third parties, or (ii) infringing third party Intellectual Property Rights. Such Feedback is deemed part of Hubexo US, Inc.’s Confidential Information and Intellectual Property Rights. For the avoidance of doubt, nothing in this Section 7.4 grants any ownership rights to Hubexo US, Inc. in any of Client’s products, services or business.
7.5 All rights not granted to Client herein are expressly reserved by Hubexo US, Inc. There are no implied licenses to any of the Licensed Data, Data Services or Delivery Methods or other Intellectual Property Rights of Hubexo US, Inc. hereunder.
8. THIRD PARTY DATA PROVIDERS
8.1 Licensed Data that originates in or is sourced from a third party (“Data Provider”) may be subject to additional terms and conditions set forth in the Order Form. Client may be required, as a condition of access to or use of Licensed Data that originates in or is sourced from a Data Provider, to enter into a direct written agreement with such Data Provider (“Data Provider Agreement”). Hubexo US, Inc. shall specify in the Order Form where a Data Provider Agreement is required. Where applicable, as a condition to providing Client with access to the Licensed Data, Hubexo US, Inc. may request and Client shall provide to Hubexo US, Inc. copies of the Data Provider’s approvals for the usage by Client of their Licensed Data. The terms and conditions in any such Data Provider Agreement do not amend the terms herein as between Hubexo US, Inc. and Client. Client shall be responsible for any and all costs and fees associated with Data Provider Agreements.
8.2 Notwithstanding anything to the contrary, if (a) a Data Provider ceases to make its data available to Hubexo US, Inc. or requires Hubexo US, Inc. to suspend or terminate the provision of all or any part of its data to Client, or (b) if Hubexo US, Inc. terminates its arrangements with such Data Provider, then Hubexo US, Inc. may suspend or terminate that part of the Licensed Data that contains such Data Provider’s data within the timeframe required by such Data Provider without any further obligation to Client, other than to pass through or repay to Client a pro-rata portion of any pre-paid Fees, if any, for such Licensed Data and adjust any future payments pro-rata to reflect the cessation of the relevant Licensed Data.
8.3 To the extent the Licensed Data includes links to third-party websites, Hubexo US, Inc. is not responsible and shall not be liable for the content, products, or services available from those resources or websites.
9. WARRANTIES; DISCLAIMERS; LIMITS ON LIABILITY
9.1 Each party represents and warrants as to itself that: (i) it has the authority to enter into and perform the duties and obligations described in this Agreement; (ii) the performance of the obligations hereunder does not conflict with any other agreement either signed or contemplated; and (iii) it will comply with all laws and regulatory requirements which may be applicable to its obligations hereunder.
9.2 Hubexo US, Inc. represents and warrants that it has all rights necessary to deliver the Licensed Data in the format and manner and for the use set forth hereunder.
9.3 Client represents and warrants that it shall communicate to its Approved Affiliates and Authorized Users and enforce the use restrictions consistent with those set forth in this Agreement.
9.4 EXCEPT FOR WARRANTIES EXPRESSLY MADE IN THIS AGREEMENT, HUBEXO US, INC. AND ITS AFFILIATES AND DATA PROVIDERS MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, TO CLIENT OR TO ANY THIRD PARTY, INCLUDING, ANY WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR USE (WHETHER OR NOT THE PURPOSE OR USE HAS BEEN DISCLOSED) OR OTHER WARRANTIES INCLUDING THOSE ARISING FROM THE COURSE OF PRIOR DEALINGS BETWEEN THE PARTIES OR CUSTOM OR USAGE OF TRADE, WITH RESPECT TO ANY ASPECT OF THE LICENSED DATA, DATA SERVICES OR DELIVERY METHODS OR RESULTS TO BE DERIVED THERE FROM OR ANY DECISIONS MADE OR ACTIONS TAKEN IN RELIANCE THEREUPON. HUBEXO US, INC. AND ITS AFFILIATES AND DATA PROVIDERS DO NOT GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE LICENSED DATA, DATA SERVICES OR DELIVERY METHODS OR ANY COMPONENTS THEREOF. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE LICENSED DATA, DATA SERVICES, DELIVERY METHODS AND ALL COMPONENTS THEREOF ARE PROVIDED ON AN “AS IS” BASIS AND CLIENT’S USE THEREOF IS AT CLIENT’S OWN RISK.
9.5 TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, HUBEXO US, INC. SHALL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES, LOST BUSINESS OR ANTICIPATED SAVINGS, LOST PROFITS, LOST DATA, LOST GOODWILL, WHETHER FORESEEABLE OR NOT, ARISING OUT OF OR IN CONNECTION WITH THE LICENSED DATA, DATA SERVICES, DELIVERY METHODS OR THIS AGREEMENT EVEN IF SUCH PARTY HAS BEEN ADVISED, KNEW, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, STRICT LIABILITY OR OTHERWISE.
9.6 TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, HUBEXO US, INC.’S MAXIMUM LIABILITY, IF ANY, FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THE LICENSED DATA, DATA SERVICES, DELIVERY METHODS OR THIS AGREEMENT SHALL NOT EXCEED IN THE AGGREGATE THE TOTAL LICENSE FEES (EXCLUDING TAXES) PAID OR PAYABLE BY CLIENT TO HUBEXO US,INC. UNDER THE APPLICABLE ORDER FORM THAT GAVE RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
10. INDEMNIFICATION
10.1 Client shall at its sole cost and expense, indemnify, defend and hold harmless Hubexo US, Inc., its Affiliates and its and their respective representatives, directors, officers, employees, consultants, and agents (collectively, “Hubexo US, Inc. Parties”) from and against any and all losses, liabilities, damages, costs and expenses (including any and all reasonable attorneys’ fees) (“Losses”) as incurred, arising out of, or in connection with any third party claim, investigation, action, proceeding, allegation or demand (each, a “Claim”) made against any Hubexo US, Inc. Parties arising out of or relating to (a) Client Materials whether or not authorized by Hubexo US, Inc.; (b) use of the Licensed Data in violation of this Agreement; (c) gross negligence or willful misconduct, and (d) Client’s violation of applicable laws.
10.2 Hubexo US, Inc. shall indemnify, defend and hold harmless Client, its affiliates and their respective representatives, directors, officers, employees, consultants, and agents and other permitted users (collectively, “Client Parties”) from and against any and all Losses as incurred, arising out of, or in connection with any Claim made against any Client Parties arising out of or relating to the alleged infringement or misappropriation of any Intellectual Property Right of any third party based upon Client’s Permitted Use of the Licensed Data in accordance with the terms of this Agreement.
10.3 The indemnified party shall promptly notify the indemnifying party in writing with respect to any notice of a Claim for which the indemnifying party has an obligation to indemnify hereunder. Failure by the indemnified party to give such notice to the indemnifying party shall not relieve the indemnifying party of its indemnification obligation under this Agreement except to the extent that such failure materially disadvantages the indemnifying party. The indemnifying party shall assume and control the defense of such claim with counsel reasonably acceptable to the indemnified party. The indemnifying party will not settle, compromise or consent to the entry of any judgment, unless such settlement, compromise or consent includes an unconditional release of the relevant indemnitees from all liability arising out of such claim or action, and is solely monetary in nature and does not include a statement as to, or an admission of culpability or failure to act by or on behalf of, the relevant indemnitees or otherwise adversely affect any of them. The indemnified Party shall reasonably cooperate with the indemnifying Party in the defense thereof at the indemnifying Party’s expense.
10.4 Without limiting either party’s indemnification obligations, if Hubexo US, Inc.’s Licensed Data, Data Services or Delivery Methods are enjoined for any reason or if Hubexo US, Inc. believes they may be enjoined then Hubexo US, Inc. shall have the right, at its own expense and in its sole discretion, to: (i) procure for the Client the right to continue using them, (ii) modify them as applicable, or any parts thereof or re-direct the manner in which they are used such that they become non-infringing, or (iii) replace them or any parts thereof, as applicable with non-infringing materials, or if none of the foregoing is commercially reasonable, terminate the Agreement and refund on a pro-rata basis of the Fees paid by Client for the period such Licensed Data, Data Service or Delivery Method was not available or usable.
11. TERMINATION
11.1 Either party may terminate the applicable Order Form immediately upon written notice if the other party commits a material breach and fails to cure (if curable) the material breach within thirty (30)-days of being notified to do so by the non-breaching Party. For clarification, if the breach is material to the Agreement as a whole, the non-defaulting party may terminate the Agreement and all Order Forms thereunder if such material breach is not cured as set forth above.
11.2 Retention and Deletion of Licensed Data. Upon termination or expiration of an Order Form or the Agreement, all rights granted to Client under this Agreement will terminate and Client will cease use of the Licensed Data, Data Services and Delivery Methods as applicable. Client may retain Licensed Data only for so long as reasonably required for its internal business purposes and in accordance with this Agreement. Upon the earlier of (i) expiration or termination of the applicable Order Form; (ii) termination of this Agreement; (iii) Hubexo US, Inc.’s written request where Client is no longer entitled to retain such data; or (iv) expiration of any applicable retention period specified in this Agreement or an Order Form, Client shall immediately cease using the Licensed Data and, within no later than ten (10) days, permanently delete or securely destroy all copies of the Licensed Data, including any raw files, reports, extracts, exports, databases or derivative datasets created from or containing the Licensed Data, except where retention is required by applicable law. Notwithstanding the foregoing, Client may retain Licensed Data that is contained in a computer system back-up in accordance with Client’s security and disaster recovery procedures, provided such data is deleted in accordance with Client’s normal policies with respect to the retention of electronic records. Upon Hubexo US, Inc.’s written request, Client shall certify in writing that it has completed the obligations set forth in this Section.
12. MISCELLANEOUS
12.1 Hubexo US, Inc. and Client are independent contractors with respect to each other. Nothing in this Agreement shall be deemed or construed to create an association, a partnership, joint venture or other agency relationship between the parties. Neither party has any authority to enter into any contract or create any obligation or liability on behalf of or binding upon the other party.
12.2 Any notices to be given hereunder to any other party, including any notice of a change of address, shall be in writing and shall be deemed validly given if (a) delivered personally; (b) sent by overnight or second day express delivery service; (c) sent by registered or certified mail, postage prepaid, return receipt requested; or (d) sent by confirmed electronic transmission, and addressed to such party at the mailing address or email address indicated for such party on the Order Form or at such other address indicated in a written notice to the other party.
12.3 Client shall not assign, novate or otherwise transfer this Agreement nor any rights granted hereunder whether voluntarily or by operation of law or through change of control, including by way of sale of stock, assets, merger or consolidation or otherwise (“Assignment”) without the prior written consent of Hubexo US, Inc., which consent shall not be unreasonably withheld. Hubexo US, Inc. shall have the right to terminate the Agreement by providing written notice to Client within thirty (30) days following receipt of such notice of Assignment. Any Assignment contrary to these provisions shall be null and void and of no legal effect. Subject to the foregoing, this Agreement shall be binding upon the parties and their respective legal successors and permitted assigns.
12.4 In the event of a breach or threatened breach pertaining to proprietary rights or confidentiality obligations, the injured party may have no adequate monetary remedy and, accordingly, may seek an injunction or other equitable remedy. Nothing herein shall be construed as a waiver or prohibition against any other legal or equitable remedies in the event of a breach of a provision of this Agreement.
12.5 Any delays in or failure of performance by either party shall not be considered a breach of this Agreement if such delay or failure is caused by acts of God, unforeseeable circumstances, acts (including a delay or failure to act) of any governmental authority (de jure or de facto), embargoes, strikes, labor disputes, riots, fire, floods, earthquakes, wars (declared or undeclared) or other military action, terrorism, sabotage, epidemics, pandemics, state of emergency, lockdowns, travel bans, or other causes beyond that party’s reasonable control.
12.6 This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, as to all matters, including but not limited to matters of validity, construction, effect, performance and remedies. In no event, shall this Agreement be governed by the United Nations Convention on Contracts for the International Sale of Goods. Further, UCITA whether enacted in whole or in part by any state or applicable jurisdiction, regardless of how codified shall not apply to this Agreement and is hereby disclaimed. In connection with any dispute between the Parties arising out of or relating to this Agreement, each Party consents to the exclusive jurisdiction and venue in Illinois state courts located in the County of Cook, in the city of Chicago and in the federal courts located in the Northern District of Illinois.
12.7 If any provision of this Agreement shall be determined by any court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the remainder of this Agreement, which shall be construed as if such invalid or unenforceable provision had never been a part of this Agreement but in a manner so as to carry out as nearly as possible the parties’ original intent.
12.8 This Agreement constitutes the entire agreement and understanding between the parties regarding the subject matter hereof and supersedes any prior discussions, proposals and agreements, between the parties regarding such subject matter. This Agreement may only be modified in writing between the parties. The parties agree that this Agreement and any Order Form may be entered into electronically, and Client consents to the use of electronic records and electronic signatures. Online orders placed through Hubexo US, Inc.’s checkout, order confirmations, click-through acceptance, and other electronic records constitute writings and satisfy any requirement that this Agreement, an Order Form, or any modification be “in writing” or signed, to the fullest extent permitted by applicable law.
12.9 No failure or delay on the part of either party in the exercise of any right, power or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy.
12.10 The provisions of the Agreement that by their nature extend beyond the termination of the Agreement, will survive the termination of the Agreement, including but not limited to the following Sections: 3, 5.6, 6, 7, 9, 10, 11.2, 12.
12.11 The word ‘including’ shall be deemed to mean ‘including but not limited to’ unless expressly set forth to the contrary. The words “herein”, “hereof” and “hereunder” and other words of similar import refer to the Agreement as a whole, including the Order Form and any and all attachments and appendices hereto, as amended or supplemented. Neutral pronouns and any variations thereof shall be deemed to include the feminine and masculine and all terms used in the singular shall be deemed to include the plural, and vice versa, as the context may require. Terms denoting persons shall include legal entities and vice versa. When used in the context of a series of items the word “or” will be construed such that the series may include any of the items, all of the items, or any combination of the items. Where any provision in this Agreement refers to an action to be taken by a party, or which such party is prohibited from taking, such provision shall be applicable whether the action in question is taken directly or indirectly by such party. Section headings are for convenience only and shall not affect the interpretation of any provision of this Agreement.
12.12 In construing the terms of this Agreement, no presumption shall operate in either party’s favor as a result of its counsel’s role in drafting the terms or provisions hereof.
