Ite The Terms and Conditions, a mutual understanding and commitment, set forth under this Agreement shall govern the business and relationship between Hub Technology Group Inc. and its Customers. For purposes of this agreement and as the context may apply, Hub Technology Group Inc. shall be referred to as “hubTGI” or “We,” and the Customer shall be referred to as “You” or “Your,” and both parties shall be referred to as the “Parties” or “Us.”
This Agreement, a testament to our commitment to meet your diverse needs, governs a comprehensive range of services provided by hubTGI. These services include, but are not limited to, cloud services, software licences delivered as a SaaS (software as a service), compute services, telephony services, virtual and physical desktops, server services, backup services, colocation services, on-site Labor, remote support, and installations. All these services, individually and collectively, are referred to as the “Services.”
This Agreement includes and incorporates by reference the following more specific agreements that do not conflict with these general terms and conditions: (1) Terms of Use; (2) any separate written agreement or purchase orders; (3) any mutual exchange of e-mails confirming a purchase order; (4) Services Response (SLA); (5) Privacy Policy (6) any other policies that hubTGI may impose from time to time; (7) all Exhibits to this Agreement.
Confidentiality: You acknowledge and agree that hubTGI is the sole owner of all intellectual and other proprietary rights in and to the services. This includes, without limitation, the hubTGI cloud services, its source codes and operating systems, its hardware and software components, and all non-public business, technical, financial, know-how, commercial and other information which is confidential and/or proprietary and/or trade secret to hubTGI. This information shall be deemed confidential and proprietary to hubTGI for all purposes, whether or not it is labelled or identified as such at the time of disclosure or use by you. You further acknowledge and agree that nothing contained in this agreement or using the services shall grant you any right, title, interest or license in or to the services.
Your Data: We acknowledge and agree that You are the owner of the data generated by You, as such data may be processed or stored by the Services.
Security: You and We shall use reasonable technical and organizational measures to ensure the security and confidentiality of each party’s proprietary and confidential information to prevent, among other things, accidental, unauthorized, or unlawful destruction, modification, disclosure, access, or loss. You and We shall immediately inform one another of any security breach involving proprietary and confidential information, where “security breach” means any event involving an actual, potential, or threatened compromise of the security, confidentiality, or integrity of the data, including but not limited to any unauthorized access or use.
You and We shall protect the other party’s proprietary information by employing the same standard of care and safeguards as You and We use to protect our proprietary information. You shall not use the proprietary information of hubTGI to benefit You or any other person or party. We shall not use your proprietary information for the benefit of hubTGI or any other person or party. You and We shall not disclose proprietary information to any other person or party unless We deem it necessary to provide the Services or as may be authorized in advance and in writing between Us. This Agreement does not grant either of Us any rights, titles, interests, or licenses, whether stated, implied or otherwise, to the other’s proprietary information.
Invoice & Start Date: The Agreement Start Date shall start from the date specified on your first invoice when the software licences are delivered to You. For illustration purposes only, if you sign a 3-year agreement on January 1, 2020, and the software licences are delivered on March 1, 2020, your agreement shall end on March 1, 2022.
Taxes, Fees, Licenses and Other: You shall be and remain responsible for all sales and use taxes, licensing fees, permits and other fees and expenses related to or resulting from the Services and the rental equipment.
Acceptable Use: Provided that You comply with the terms of this Agreement and our policies and procedures for the use of the Services, and You are not in default or breach, we will permit You to use the Services to store, retrieve and serve software applications, data and/or content owned, licensed, or lawfully obtained by You. You acknowledge that neither hubTGI nor any of its employees, agents, vendors, and representatives shall be held responsible or liable to You or any third person or party in any manner or for any purpose hereunder, and You are solely responsible and shall be and remain liable for Your content or any actions arising or resulting therefrom. At the discretion of hubTGI, we may elect to track information regarding your use of the Services. We will not sell, disclose, or license the content owned or held by You, except as We may determine to be necessary or desirable to comply with the Agreement, or upon the request of any governmental or regulatory body, or by subpoenas or court orders, or for any other legal purposes. You shall remain responsible and liable for all applications running on and with traffic originating from the instances or activities You initiate as part of the Services. In exercising Your judgment, You should take such actions as necessary or appropriate to protect your authentication keys and security credentials. You are hereby advised that any actions taken by You or any third persons or parties using or employing authentications and/or Your credentials shall be deemed actions taken by You for which You will remain accountable and liable.
Changes of Services: You may increase or decrease the number of Services to any number or size at any time. We will automatically account for any increases or decreases and adjust your invoicing as per Your hubTGI Agreement.
- You shall provide hubTGI a minimum of sixty (60) days advance notice in writing of the election by You to terminate the Agreement (the “Termination Notice”).
2. On the sixty-first (61st) day after hubTGI receives the Termination Notice, all Services provided by hubTGI under this Agreement shall cease and be discontinued, and hubTGI shall have no duty, responsibility, or other obligation to provide or continue any of the Services. This date may be referred to as the effective termination date.
Indemnification: You will defend, indemnify, and hold harmless hubTGI, its parent and holding companies, affiliates, subsidiaries and licensors, and each of their respective employees, officers, directors, agents and representatives (“Related Parties”) from and against any claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of or relating to any third person or party claims or audits, actions or proceedings concerning: (a) You or end users’ use of the Services (including any activities under your hubTGI account and use by Your employees and personnel); (b) any breach of this Agreement or violation of applicable law by You or any end user; (c) Your content or the combination of Your content with other applications, content or processes, including any claim involving alleged license noncompliance or infringement or misappropriation of third-party rights by Your content or by the use, development, design, production, advertising or marketing of Your content; or (d) a dispute between You and any end user. Suppose We or any Related Parties must respond to a third-party subpoena or other compulsory legal order, or process described above. In that case, you will also reimburse hubTGI or any related parties for reasonable attorneys’ fees, court costs, and the time and materials required to respond to the third-party subpoena or other compulsory legal order or process at our then-current hourly rates.
Currency: Unless otherwise indicated, all dollar amounts referred to in this Agreement are in Canadian Dollars. All amounts owing under this Agreement are in Canadian Dollars. All amounts denominated in other currencies shall be converted to the Canadian dollar equivalent amount in accordance with the applicable exchange rate in effect on the date of calculation.
Limitation of Liability: hubTGI shall not be liable to you for any direct, indirect, incidental, special, consequential, or exemplary damages (including damages for loss of profits, goodwill, use, or data), even if it has been advised by you of the possibility of such damages. Further, hubTGI shall not be responsible for any compensation, reimbursement, or damages arising in connection with: (a) your inability to use the services, including as a result of any (i) termination or suspension of this agreement or your use of or access to the services or the rented equipment, (ii) the discontinuation, suspension or termination of any or all of the services, or, (iii) without limiting any obligations under the SLA, any unanticipated or unscheduled downtime of all or a portion of the services for any reason, including as a result of power outages, system failures or other interruptions; (b) the cost of procurement of substitute goods or services; (c) any investments, expenditures, or commitments by you in connection with this agreement or your use of or access to the services or the rented equipment; or (d) any unauthorized access to, alteration of, or the deletion, destruction, damage, loss or failure to store any of your content or other data. in any case, the aggregate liability of hubTGI and under this agreement will be limited to the amount you actually paid under this agreement for the services that gave rise to the claim during the 4 months preceding the contract.
Bring Your Own. If any unlicensed or improperly licensed software is used, then within 30 days of Your knowledge of such unlicensed or improper use or notification of such unlicensed or improper use by hubTGI, (1) You must order sufficient licenses which correspond to Your current use and (2) You shall reimburse hubTGI for the cost of the licenses which You would have incurred had You obtained proper licensing for the Microsoft software plus any expenses incurred by hubTGI due to Your use of unlicensed software.
Severability: If any portion of this Agreement is invalid or unenforceable, the remaining portions will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to affect the original portion’s intent. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement, but the rest of the Agreement will remain in full force and effect.
Governing Law: This Agreement shall be interpreted, construed, and enforced in accordance with the laws of the Province of Ontario.
hubTGI Cloud Services use Restrictions: You may use the Services in any manner only as expressly permitted by this Agreement. You may not attempt to (a) modify, alter, tamper with, share content, resell, or otherwise create derivative works of the Services; (b) reverse engineer; (c) access or use the Services in a way intended to avoid incurring fees. The use granted to you is conditional on your continued compliance with this Agreement and will immediately and automatically terminate if you do not comply.
Arctic Wolf Partner Terms: The Net Total price for each item in the table above will increase by 8.0% on (i) the annual anniversary of the Subscription Start Date or (ii) the end of any prepaid, in full multi-year Committed Term (the “Increase”). Thereafter, pricing for any subsequent renewals is as outlined in the Agreement.
This Order Form qualifies for the Arctic Wolf Service Warranty. Upon finalization of this Order Form and for initial enrollment in the Service Warranty, You will receive a link with an embedded token from Arctic Wolf’s third-party service provider, Cyber Insurance.
TO BE ELIGIBLE FOR THE SERVICE WARRANTY, YOU MUST ENROLL IN THE SERVICE WARRANTY AND RECEIVE AN ENROLLMENT CONFIRMATION EMAIL.
Execution or acceptance of the Quote & Order Form DOES NOT constitute enrollment in the Service Warranty. If this is a renewal Order Form that qualifies for the Service Warranty, your initial enrollment in the Service Warranty will continue.
The Subscriber Terms can be found at https://arcticwolf.com/terms/subscriber-terms/
Arctic Wolf’s delivery of the products, services, and Solutions described herein are governed by the applicable Agreement at https://arcticwolf.com/terms (or such other agreement executed by Arctic Wolf and the end user). The terms of this Order Form are Confidential Information and may not be disclosed except as otherwise provided in the applicable Agreement.
