End User License Agreement

February 23, 2018

THIS HUBLINK END USER LICENSE AGREEMENT constitutes an agreement between you (“Customer”) and HubLink. HubLink is the owner and operator of the HubLink mobile application, website and related Online Services (the “Online Service”) that provide a communication and collaboration service for vessel owners and offshore oil operators. This Agreement governs Customer’s use of the HubLink Online Service.

Use of the Online Service is subject to the terms and conditions contained in the HubLink End User License Agreement (the “EULA”) set forth below. In continuing to access or use our Online Services, Customer agrees to be bound by those terms and conditions within the EULA applicable to its use.

1. CONSENT TO ELECTRONIC RECORDS AND SIGNATURE
From time to time, HubLink may ask Customer to review important disclosures or agreements about the HubLink Online Service.

By using HubLink, Customer also affirms:

  • Customer understands and intends that the EULA is a legally binding agreement and the equivalent of a signed, written contract;
  • Customer will use the Online Service in a manner consistent with applicable laws and regulations and in accordance with the terms and conditions of the EULA as they may be amended by HubLink from time to time; and
  • Customer understands, accepts, and has received the EULA and its terms and conditions, and acknowledges and demonstrates that Customer can access the EULA.

If Customer does not agree with the terms and conditions in the EULA, Customer will stop using HubLink. Customer should be aware, however, that the use of any HubLink Online Service is subject to the terms and conditions of the EULA. This Agreement will always be available for review via a link at the bottom of the usehublink.com home page. To view this Agreement click “Legal.”

Please carefully review the following terms and conditions.

2. LICENSE AND TERMS OF USAGE
a. Online Service and Mobile Application. For the purposes of this Agreement, the term “Customer” refers to any users of the Service, whether that user is an individual or a legal entity through its employees, representatives, agents, subcontractors or other designated users. Subject to Customer’s compliance with the terms and conditions of this Agreement, upon registration, HubLink grants to Customer a non-exclusive, non-transferable, non-sublicensable, revocable right and license to install and use the mobile application (“Mobile App”) and other elements of the Online Service solely in connection with Customer’s internal business use.

b. Registration and Protection of Credentials. During registration process for the Online Services, either on the HubLink website or by the Mobile App, Customer will provide a valid email address and create a password (“Credentials”). Customer agrees that HubLink may use its Credentials to authenticate Customer on the Online Service. Customer may not share its Credentials with anyone other than as expressly set forth herein. Customer is responsible for maintaining the confidentiality of its Credentials, and, provided that Customer acts negligently or willfully, Customer will be responsible for all uses of the Online Service using its Credentials, whether or not authorized by Customer. Customer must keep its HubLink account information current and promptly notify HubLink at info@studiohyperset.com of any unauthorized use of its account or if its email or password has been hacked, used without its consent or stolen or if Customer discovers any other breach of security. HubLink reserves the right to suspend or discontinue all or part of the Online Service any time without prior notice for unauthorized use of its Credentials.

c. User Restrictions. Customer agrees not to misuse the HubLink Online Services. Customer may not (i) sublicense, sell, transfer, assign, distribute or otherwise commercially exploit the Online Services; (ii) modify or create derivative works based on the Online Services; (iii) create Internet “links” to the Online Services or “frame” or “mirror” any content provided in connection therewith; or (iv) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Application software or access the Online Services in order to build a product using features, functions or graphics similar to the Online Service; (v) copy any features, functions or graphics of the Online Services; (vi) allow the Online Service to be used by any User who is not registered with HubLink for that User license; (vii) impersonate or misrepresent its affiliation with any person or entity (viii) use the Online Services to: (a) send unsolicited or unlawful messages; (b) send or store infringing, obscene, threatening, harmful, libelous, or otherwise unlawful material, including material harmful to children or violative of privacy rights; (c) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, or agents; (d) interfere with or disrupt the integrity or performance of the Online Service or the data contained therein; or (d) attempt to gain unauthorized access to the Online Service or its related systems or networks; (e) probe, scan, or test the vulnerability of any system or network.

d.Customer License to HubLink. HubLink is free to use any ideas, concepts, know-how, or techniques contained in any Customer communications to HubLink for any internal business purpose including, but not limited to, developing and marketing products using such information.

3. CONTENT
a. Uploaded Content. Subject to HubLink User Restrictions and Customer Representations and Warranties Regarding Content, Customer may upload content in connection with the Online Services (“Content”). Unless otherwise authorized by HubLink, Customer may upload an unlimited amount of content to the application.

b. Content Customers Create and Share on the Online Services. The Online Services permits Customers to create, modify, copy and share Content. Depending upon Customer or its Users level of administrative privileges for a project, Customer’s Content may be altered or deleted permanently by other Online Service users. HubLink has no responsibility for how Customer shares its Content or how others may alter or delete it, and Customer should consider carefully what Customer chooses to share or make public and what Customer chooses to save or backup.

c. Content Ownership. HubLink does not verify, endorse, or claim ownership of any Content, and account holders retains all right, title, and interest in and to the Content upload or created by itself or its assigned users. Content may be stored and/or backed-up on HubLink’s servers or on servers of trusted third parties as necessary for HubLink to provide the Online Service, and in accordance with HubLink’s then-current storage practices. Customer should retain backup copies of its Content at all times.

d.Customer Representations and Warranties Regarding Content. Customer represents, warrants and covenants that (a) it is the owner, licensee, or authorized user of all Content; and (b) it will not upload, record, publish, post, link to, or otherwise transmit or distribute Content that: (i) advocates, promotes, incites, instructs, informs, assists or otherwise encourages violence or any illegal activities; (ii) infringes or violates the copyright, patent, trademark, service mark, trade name, trade secret, or other intellectual property rights of any third party or HubLink, or any rights of publicity or privacy of any party; (iii) promotes, solicits or comprises inappropriate, harassing, abusive, profane, hateful, defamatory, libelous, threatening, obscene, indecent, vulgar, pornographic or otherwise objectionable or unlawful content or activity, including Content that is harmful to minors; (v) contains any viruses, Trojan horses, worms, time bombs, or any other similarly harmful computer code, files, scripts, or agents software, data, or programs that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, personal information, or property of another; or (vi) violates any law, statute, ordinance, or regulation (including without limitation the laws and regulations governing export control, unfair competition, anti-discrimination, or false advertising).

e.Content and Use Monitoring. HubLink may review Content for compliance with community guidelines but Customer acknowledges that HubLink has no obligation to monitor any information on the Site or the Application. HubLink does not generally monitor user activity occurring in connection with the Online Service and while HubLink disclaims any responsibility to do so, it reserves the right to access any Content to: (i) perform the Online Services, including but not limited to during a Online Service interruption as necessary to restore the applicable Content or to troubleshoot any issue with the Online Service or to help improve the Online Service; (ii) screen, by mechanical means or otherwise, for objectionable information transmitted or shared by user on individualized portions of the Online Services, (iii) monitor the Content and if in HubLink’s sole discretion, HubLink considers the Content to be objectionable or to breach Customer’s representations and warranties, HubLink may remove Content and/or remove any information personalized by Customer, from Online Services at any time without notice, and (iv) monitor Customer’s usage of the Site and Application to ensure compliance with this Agreement. If HubLink becomes aware of any possible violations by Customer of Sections 2(c) (User Restrictions) or 3(d) (Customer’s Representations and Warranties Regarding Content) or any other provision of this Agreement, HubLink reserves the right to investigate such violations, and HubLink may, at its sole discretion, terminate Customer’s use of the Online Service or change, alter or remove Content, in whole or in part, without prior notice to Customer.

Ownership of Intellectual Property. As between HubLink and Customer, Customer owns all right, title and interest, including all related Intellectual Property Rights, in and to the Content. As between HubLink and Customer, HubLink (or its licensors and suppliers) owns and will continue to own all right, title and interest, including all related Intellectual Property Rights, in and to the Online Service and the HubLink Technology. The foregoing also includes any and all system performance data and machine learning, including machine learning algorithms, and the results and output of such machine learning. No jointly owned intellectual property is created under or in connection with this Agreement. Customer acknowledges that the HubLink name, the HubLink logo, and the product names associated with the Online Service are trademarks of HubLink or third parties, and no license to such marks is granted herein.

4. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITIES
a. While HubLink strives to ensure that the Online Services do not alter any part of the Content, it does not guarantee that no alteration will ever occur or that what is displayed in the Application or on its Site will at all times be a complete rendering of all Content. HubLink is not responsible for the accuracy, completeness, appropriateness, attribution or legality of the Content, files, user posts, annotations, markups or any other information Customer may be able to access using the Online Service. Ultimately it is Customer’s responsibility to check that its Content as displayed on the Online Service is an accurate rendering of Customer’s Content as originally uploaded.

b. THE ONLINE SERVICE AND THE APPLICATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, “WITH ALL FAULTS” AND WITHOUT WARRANTY OF ANY KIND. TO THE FULL EXTENT PERMITTED BY LAW, HubLink, ITS AFFILIATES, CONTRACTORS, ONLINE SERVICE PROVIDERS, EMPLOYEES, AGENTS, LICENSORS, AND ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE ONLINE SERVICE DISCLAIM ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. HubLink SHALL NOT BE RESPONSIBLE FOR ANY HARM TO CUSTOMER’S OR ITS USERS COMPUTER SYSTEM, LOSS OR CORRUPTION OF DATA OR CONTENT, OR OTHER HARM THAT RESULTS FROM CUSTOMER’S OR ITS USER ACCESS TO OR USE OF THE SITE OR APPLICATION. WITHOUT LIMITING THE FOREGOING, HubLink DOES NOT WARRANT OR REPRESENT THAT THE ONLINE SERVICE WILL BE CONTINUOUS, SECURE, RELIABLE, ACCESSIBLE, UNINTERRUPTED OR ERROR-FREE.

c. HUBLINK IS NOT LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY DIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE THE ONLINE SERVICE OR ACCESS CONTENT, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTIONS, CUSTOMER’S RELIANCE ON CORRUPTED, INCOMPLETE OR MISSING CONTENT OR THE LIKE), ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE ONLINE SERVICE OR THE APPLICATION OR SITE AND BASED ON ANY THEORY OF LIABILITY INCLUDING STATUTE, BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF HubLink OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF AN REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. HubLink’S TOTAL LIABILITY TO CUSTOMER FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO $100 OR THE ACTUAL AMOUNTS CUSTOMER PAID FOR THE SERVICE, WHICHEVER IS LARGER.

d. The limitations on liability in this Section are intended to apply to the warranties and disclaimers above and all other aspects of this Agreement. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, or for the exclusion of implied warranties so the above limitation or exclusion may not apply to Customer and Customer may also have other legal rights in its jurisdiction.

e. HubLink’s SOS feature is intended to rapidly notify users about emergencies. In the event of a well-control emergency, platform fire, vessel in distress, or other emergency that poses a significant risk to people, property, and the environment, users have the opportunity to submit a message to all other HubLink users. When this user-driven feature is activated, the HubLink application attempts to (a) notify all other users via push notification and in-app notification and (b) give all users an opportunity to respond to the emergency. Temporary outages at the network, device, and application levels may prevent these notifications from being delivered or seen. The HubLink SOS feature is offered to users in the hopes that it will be useful. However, HubLink is not responsible for any loss or other issues that occur as a result of messages not being delivered or seen by users.

5. PRIVACY
a. Privacy Policy. By using the Service, Customer agrees with the terms of the HubLink Privacy Policy, which is located at https://usehublink.com/privacy/ The terms of this Section 5 govern HubLink’s collection and use of Customer’s personal information in connection with the Online Service. If there is any conflict between the terms of the Privacy Policy or the terms of this Agreement, the terms of this Agreement shall control. HubLink may make changes to the Privacy Policy from time to time, and such changes may or may not be communicated to Customer. Please visit the Privacy Policy regularly for updates.

b. Collection and Storage of Customer’s Personal Information. By using the Online Service, Customer agrees and acknowledges that personal information collected about Customer through the Site or the Application or in any way in connection with the Online Service may be transferred across national boundaries for storage or process to any of the countries around the world. This includes the location or the universally unique identifier of any Device Customer uses to access the Application and their phone number(s).

c. Tracking. Customer’s use of the Site and the Application or portions thereof may be tracked by HubLink in order to provide better Online Service and for other purposes. Customer consents to such tracking, provided that HubLink will not make available or disclose Customer’s identity (full name and email address) to any third party, as provided by the Privacy Policy.

7. COPYRIGHT INFRINGEMENT
HubLink respects the intellectual property rights of others and expects its users to do the same. In accordance with the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2) (the “DMCA”), HubLink will respond expeditiously to claims of copyright infringement committed using the Site and/or the Application if such claims are reported to HubLink’s Designated Copyright Agent identified in the sample notice below.

DMCA Notice of Alleged Infringement (“Notice”)

  • Identify the copyrighted work that Customer claims has been infringed, or if multiple copyrighted works are covered by this Notice, Customer may provide a representative list of the copyrighted works that Customer claim have been infringed.
  • Identify the material or link Customer claim is infringing (or the subject of infringing activity) and to which access is to be disabled, including at a minimum, if applicable, the URL of the link shown on the Site or the exact location where such material may be found.
  • Provide Customer’s company affiliation (if applicable), mailing address, telephone number, and, if available, email address.

Include both of the following statements in the body of the Notice:

  • “I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use).”
  • “I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of, the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”

Provide Customer’s full legal name and electronic or physical signature. Deliver this Notice, with all items completed, to HubLink’s Designated Copyright Agent:

Studio Hyperset, Inc.
16168 Beach Blvd, Suite 201C
Huntington Beach, CA 92647
(714) 725-7087
info@studiohyperset.com

8. SURVIVAL.
All provisions of this Agreement, other than Section 2 survive any termination or suspension of this Agreement.

9. GOVERNING LAW.
By accessing and using the Online Service, Customer and HubLink agree that all matters relating to this Agreement and Customer’s access to, or use of, the Online Service shall be governed by and construed in accordance with the substantive laws in force in the State of California without regard for its conflicts of law principles. All claims arising out of or relating to the terms of this Agreement or the Online Service must be litigated exclusively in the federal or state courts of Orange County, California.

10. INTERNATIONAL USE.
If Customer chooses to access the Online Service from a location outside of the United States, Customer’s does so at its own initiative, and is solely responsible for compliance with local laws and all liability therefore. The export and re-export of the Application software may be controlled by the United States Export Administration Regulations. The software may not be used in Cuba; Iran; North Korea; Sudan; or Syria or any country that is subject to an embargo by the United States. If Customer is a resident or national of, or a business located in, any of those countries, Customer may not download or use the Online Services.

11. FREE TRIAL.
The free trial offer entitles companies to a thirty (30) day free trial of HubLink. All fees are exclusive of all taxes or duties imposed by governing authorities. You are solely responsible for payment of all such taxes or duties.

Monthly Plan: A valid credit card is required for you to continue using HubLink on a month-to-month basis after the thirty (30) day free trial period ends. HubLink accounts are billed in advance on a monthly basis and these charges are non-refundable. There will be no refunds or credits for partial months, for account upgrades or downgrades, or for months unused with an open account.

Annual Plan: Payment in advance is required to continue using HubLink on an annual basis after the thirty (30) day trial period ends. HubLink accounts are billed in advance on a yearly basis and these charges are non-refundable. There will be no refunds or credits for partial months, for account upgrades or downgrades, or for months unused with an open account.

12. PAYMENT TERMS.
Current pricing terms can always be found on the HubLink pricing page.

All paid users commit to using HubLink for a year. That is, when users convert to paid accounts, they’re committing to paying the monthly subscription fee once a month for a year (monthly payments) or the total of those monthly payments at once (annual payments). At the end of one calendar year, users will be given the opportunity to either renew or cancel their subscription. No refunds will be offered to users who pay annually and cancel their accounts before the end of the contract term. Users who pay monthly will be responsible for any remaining payments, even if their account is canceled.

The monthly vessel and user charges are not pro-rated. That is, if a vessel owner removes a vessel mid-month (or an operator removes a user mid-month), s/he will still pay for that vessel or user at the end of the next monthly billing cycle. Only when the monthly billing cycle resets does s/he see the savings.

Vessel owners can add vessels and operators can add users at-will, but they’ll pay for the full month when they do so, even if the user or vessel is added on the last day of the month.

When a new user joins an operator account or a new vessel is added to a vessel owner account, the primary company administrator will receive an alert. The admin user will have five days to remove new vessels or users. After that, the company account will incur additional monthly charges.

Primary account administrators can always review their current account charges at the top of their “Account” screen.

We reserve the right to change service fees upon thirty (30) days notice. Such notice may be provided at any time by posting the changes to HubLink or by email.

13. MISCELLANEOUS.
If any provision of this Agreement is held to be invalid or unenforceable, then such provision shall be construed, as nearly as possible, to reflect the intentions of the parties, and all other provisions will remain in full force and effect. HubLink’s failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by HubLink in writing. HubLink may post changes to this Agreement, and any such changes will be applicable to all subsequent access to or use of the Application and Online Service. Customer’s rights hereunder may not be assigned or transferred to any third party. This Agreement, including the Privacy Policy, constitutes the entire agreement between Customer and HubLink and supersedes all prior agreements, representations, and understandings between the parties regarding the subject matter contained herein. Notwithstanding any other provision of this Agreement, HubLink may change, suspend, add, or remove terms and conditions of this Agreement, or cease, change, suspend, add to, or remove the Online Service, Application or Site, or any portion of the Online Service, Application, or Site, at any time. If any future changes are unacceptable to Customer, it should discontinue using the Online Service, Application or Site. Customer’s continued use of the Online Service, Application, or Site following the posting of notice of any such changes to a HubLink web site will indicate Customer’s acceptance of the then current Agreement, and of any such changes. In no event will HubLink have any liability as a result of making these changes.