Access to and use of this website and any Hubble technology, including without limitation application programming interfaces (APIs), Hubble Dev or any software development kit (SDK), Smartpin or other devices, all related networks, products, and services, and any associated plans or offerings (each a “Service” and collectively, the "Services") are governed by these terms of service (these "Terms") between you and Hubble Network Inc., a Delaware corporation (the “Company", “Hubble,” "we", "us", or "our").  

“You” means the business entity or organization identified as part of any registration information or process associated with the Services, and the individual identifying that business entity or organization represents and warrants that he/she has the authority to bind that entity or organization to these Terms. For the publicly available website (or as otherwise designated or deemed necessary by the Company to give effect to the intent of these Terms), “You” may also mean an individual. However, the Services are generally intended only for business (not consumer or individual hobbyist) purposes.  

These Terms are in addition to any “Supplemental Terms” we make available in connection with a particular Service , and any other specific written agreement or addendum you and Company expressly agree relating to the Services (collectively, the "Agreement").  IF YOU DO NOT UNEQUIVOCALLY AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE ANY SERVICES.

Please read these Terms carefully.

1. Services

The Company makes available various Services, including a platform and service plans for businesses to track their assets using our low earth orbit satellite network (the “Hubble Network”) and our federated Bluetooth^® Low Energy terrestrial network of devices and apps, pursuant to Company’s then current documentation and policies. 

Certain Services may be made available on a limited basis at no fee or cost (e.g., freemium, pilot, testing, or evaluation Services) pursuant to our then current documentation and policies related to such Services, which will be identified at the time of registration or through the particular Service.  This may include limitations on the number of devices, data, functions, and features. You may be offered opportunities to upgrade to other Services without some of these limitations for the fees specified by us.  

We reserve the right to modify, suspend, or discontinue all or any the Services (and related documentation, policies, and programs) at any time without prior notice.  However, if we modify a Service by removing material functions or features of a Service without providing a reasonable equivalent or better alternative, you may elect to terminate that Service by providing us at least 30 days’ notice from the date of such modification. Additionally, if you pre-paid fees for a Service that was terminated or discontinued as described above, we will refund you any pre-paid unused fees for such Services not made available by us if you request a refund within 90 days of the applicable event described above or as required by applicable law.

2. Acceptance of Terms

By accessing or using Services or registering to do so, you are hereby bound by these Terms. If you do not agree with any part of these Terms, you must not access or use Services or permit your users or employees to do so.

3. Eligibility

You represent and warrant that:

• The registration and other information provided to us is and will remain accurate and complete.
• You will only use the Services for your legitimate business purposes that comply with applicable laws and regulations, and not use (or permit the use of) the Services for other purposes, including  personal, household, or consumer purposes.

You acknowledge and agree that we may deny access or use of the Services to you if we have a good faith concern regarding your compliance with these Terms.

4. User Accounts

To access certain features of the Services, you may need to create an account, including an account at the business organization level and accounts for individual users associated with your business or organization. 

You agree to provide accurate, current, and complete information during the registration process and to update such information as necessary. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under each account associated with you. You agree to notify us immediately of any unauthorized use of account(s) associated with you.

5. Smartpin Devices

The Company may provide devices for sale or lease for use with certain Services (e.g.,  "Smartpin" devices). These Smartpin devices are designed to communicate via Bluetooth devices with our satellite network and apps to provide location data. You are responsible for the proper installation, maintenance, and use of Smartpin devices per the provided documentation. Tampering with or modifying Smartpin devices is strictly prohibited and will void any warranties. The Smartpin devices are subject to any limited warranty terms provided by us (or the applicable manufacturer) at the time of sale or lease to you. You are not permitted to resell or redistribute Smartpin devices without our prior written consent and you will be solely responsible for any damages or liabilities arising from such unauthorized resale or redistribution.  

6. Satellite & Terrestrial Networks; Third-Party Partners

The Services rely on our proprietary low earth orbit satellite constellation and federated Bluetooth networks to provide connectivity, which may involve the use of third-party networks and partners. You agree to comply with all applicable terms and conditions of these networks and partners and hereby consent to the collection and use of data by these networks and partners pursuant to their applicable terms, conditions and policies and applicable law. 

If applicable, you must also complete any applicable Bluetooth SIG Qualification requirements and reference Company’s Bluetooth SIG Design Number (DN: Q369913) when submitting hardware and bluetooth chips (e.g., devices, sensors, modules etc) for testing and qualification.

7. Service Availability

The availability and quality of our Services may vary based on several factors, including but not limited to:

• Location: Service coverage may differ depending on your geographical location.
• Environment: Physical obstructions such as buildings and natural terrain can affect service quality.
• Network Capacity: High demand and network congestion can impact performance.
• Device Failures: Malfunctions or incompatibility of your device with our network can cause interruptions.

We strive to provide the best Service reasonably possible but do not guarantee continuous, uninterrupted, or error-free Service. You acknowledge that temporary and other interruptions in Service may occur, and we are not liable for any such disruptions or any loss or damage relating to the foregoing, including without limitation network, data, and other issues.

8. Data Usage and Fair Use Policy

To ensure a fair and high-quality experience for all users, the Company reserves the right to monitor and limit data usage relating to the Services. Different Services plans may have different usage limitations. Excessive data use that disrupts a Service for other users may be restricted or throttled. The Company may also terminate or suspend your access to or use of the Services for violation of the Agreement, including our use policies. 

We may process and use data to provide the Services to you and to maintain, improve, and develop the Services and new services, functions, and features generally for other customers and our business and its successor’s benefit. However, we will de-identify, anonymize, or aggregate your data in connection with Services not specifically related to you as and if required by law.

9. Acceptable Use Policy

In addition to any other restrictions or requirements, with respect to your use of the Services, you will (and will ensure that your users, including without limitation employees, agents, and service providers will):

• not (or attempt to) directly or indirectly reverse engineer, decompile, disassemble or translate the API or other technology, or otherwise attempt to derive source code, trade secrets or know-how in or underlying any Company technology (including the API)or any portion thereof;
• not remove or destroy any patent or copyright notices, proprietary markings or confidentiality notices placed upon, contained within or associated with any Service;
• not engage in any activity that interferes with, disrupts, harms, damages, or accesses in an unauthorized manner the servers, security, networks, data, applications or other properties or components relating to the Services (including without limitation Company’s and its third party partners’ technology);
• not circumvent technological measures intended to prevent direct database access, or manufacture tools or products to that effect;
• not modify, translate, reverse engineer, disassemble, reconstruct, decompile, copy, or create derivative works of the Services or any aspect or portion thereof;
• not bypass Service, including API, restrictions for any reason;
• not, except as authorized by us in writing, substantially replicate Services offered by us or reference any aspect of the Services to develop or have developed competing Services;
• not develop applications that excessively burden the Services (including the Hubble API), distribute spyware, adware or other commonly objectionable programs;
• not access or use the Services (including the Hubble API) to develop or distribute any application, in any way that is criminal, fraudulent, unlawful or otherwise improper or unacceptable;
• not falsify or alter any unique identifier in, or assigned to any application, or otherwise obscure or alter the source of queries coming from an application;
• not use the Services or related data in any way that would violate the privacy or other rights of any individual.

10. Payments & Fees

Except for Services we expressly make available at no fee to you (e.g., freemium services), all other Services are subject to payment of the then current fees as described (i) on our website or  the pricing plan you select, or (ii) as otherwise set forth in a written agreement between you and the Company. 

Monthly service and other fees are billed automatically to the payment method on file at the beginning of each billing period. Services may renew for successive periods as permitted by law, unless you expressly opt-out of renewals.  You are responsible for keeping your payment information up-to-date. All fees are non-refundable except as expressly stated in these Terms or required by law. The Company reserves the right to change fees at any time with 30 days' notice. All fees are exclusive of taxes, and you are responsible for any taxes relating to your use of the Services (other than taxes based on our income).

11. Termination

You may terminate your Services at any time through your account settings or by contacting our Customer Support. Any prepaid fees for unused billing periods or Services will be forfeited by you and retained by us to the maximum extent permitted by law and unless otherwise provided in these Terms. 

We may terminate or suspend your access to Services at any time for any reason, including for violation of these Terms or non-payment of fees. We will make reasonable attempts to notify you. 

Upon termination or expiration, you must promptly return any Company-owned equipment, including Smartpin devices leased to you, and cease accessing or using the Services. Unreturned devices will be billed at the current replacement cost.

12. Intellectual Property

12.1. Ownership

The Services and all content and materials included therein (other than your data), such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations and software, are the exclusive property of the Company or its licensors and are protected by United States and international intellectual property laws, including copyright, trademark, patent, trade secret and other proprietary rights. 

The Hubble Network name, logo, and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You may not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on the Services are the trademarks of their respective owners.

You retain ownership in and to your data, and we may use such data as contemplated by these Terms. We solely and exclusively own any de-identified, aggregated, or anonymized data arising from your use of the Services and any improvements or new Services arising from the foregoing.  You agree to assign and hereby irrevocably assign to us any right, title and interest you may in and to such aggregated or anonymized data and any resulting improvements or new Services.  

12.2. License and Restrictions

Subject to your compliance with these Terms, the Company grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to: (i) access and use the Services solely for your internal business purposes; and (ii) access and use any content, information and related materials that may be made available through the Services, in each case solely for your internal business purposes. Any rights not expressly granted herein are reserved by the Company.

You may not (and you may not permit anyone else to):

• Copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Services or any part thereof;
• Attempt to disable or circumvent any security or verification measure used by the Services;
• Use the Services in any manner that could damage, disable, overburden, or impair the Services, or interfere with any other party's use of the Services
• Use the Services for any purpose that is intended to, or likely to, violate the privacy or other rights or safety of any person or that violates any law or regulation;
• Remove, obscure or alter any copyright, trademark, or other proprietary rights notices on the Services; or
• Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, "scrape," "data mine" or otherwise gather content from the Services.

12.3. Feedback

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Services or for new services ("Feedback"). You acknowledge and agree that all Feedback will be the sole and exclusive property of the Company and you hereby irrevocably assign to the Company all of your right, title, and interest in and to all Feedback.

12.4. Copyright Complaints

We respect the intellectual property rights of others. If you believe that any material available on or through the Services infringes upon any copyright you own or control, please immediately notify our us at legal@hubble.com.

13. Security

The Company uses commercially reasonable security measures to protect your data in accordance with our applicable security and other  policies. However, no service is completely secure and we cannot guarantee the security of your information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.  

You are also responsible for ensuring you have all necessary rights, consents, and authority relating to your data, including any personal or other data input, transmitted, or processed in connection with your use of the Services, and the rights granted to us in connection with these Terms. You are responsible for your compliance with data protection laws relating to your business, operations, and data.

14. Third-Party Resources

The Services may contain links to third-party websites or services that are not owned or controlled by the Company. The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such websites or services.

15. Disclaimers and Indemnification

15.1 Disclaimers 

The Services are provided "as is" and "as available" without warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, title, or non-infringement. The Company does not warrant that the Services will be uninterrupted or error-free, that defects will be corrected, or that the Services or the servers that make it available are free of viruses or other harmful components. 

15.2 Indemnification

You will indemnify and hold Company and Company Parties (as defined below) from any third-party claim arising from (i) your data, (ii) your decisions or reliance on the Services, (iii) your mis-use of the Services, and (iv) your violation or breach of this Agreement or any applicable law or regulation, except to extent arising from Company’s gross negligence or willful misconduct. Company may assume the exclusive defense of any such claims, and you will cooperate as reasonably requested.

16. Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall the Company, its affiliates, officers, directors, employees, licensors, or service providers (collectively “Company Parties”) be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenues, or assets, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other losses, relating to or resulting from the Services, including your access to or use of or inability to access or use the Services.  The aggregate liability of Company Parties to you in connection with the Agreement or Services shall not exceed the fees paid by you to Company during the six (6) months prior to the last event giving rise to liability or $10.00 USD if there were no fees paid by you for the Services. 

17. General Provisions

17.1. Governing Law

The Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. You agree to submit to the personal jurisdiction of the courts located within Los Angeles County, California and waive any objection to the laying of venue in such courts.

You agree that the Company shall be entitled to seek injunctive relief, other equitable remedies, and damages for any breach or violation by you of the Agreement.

17.2. Changes to Terms

We reserve the right to modify the Agreement at any time in our sole discretion. If we make material changes, we will endeavor to provide notice through the Services or by other means (e.g., email addresses associated with your account). Your continued use of the Services after any changes constitute your acceptance of the modified Agreement.

17.3. Entire Agreement; Conflict of Terms

The Agreement constitute the entire agreement between you and the Company regarding the Services and supersede all prior agreements and understandings; provided, however, that if you have entered into a separate written agreement signed by an authorized representative of Company, the terms of that agreement shall prevail in the event of a conflict with these Terms.

17.4. Electronic Delivery Policy, Customer Consent, and Notices

You consent to receive all communications and notices, including agreements, updates, disclosures, policies, and other information, (collectively, “Notices”) via paper, electronic delivery at Company’s sole discretion. Company may deliver or display Notices to you by email or pop-up window, or by posting on the Services or the Customer Portal. You may receive periodic texts, emails, or other communications from the Company, such as notices regarding expiration of your account and changes to these Terms.

If you have any questions about these Terms, please contact us at: info@hubble.com.