Terms of Service
Last Revised: January 1, 2023
1 Acceptance of Terms
1.1 These Terms of Service (this “TOS”) governs your access and use of the website located at userhub.com (together with any successor site, the “Site”) operated by or on behalf of UserHub, Inc. (“UserHub”, “we” or “us”). The Site and all services, content, tools, features, and functionalities offered on or through the Site (including the platform described in Section 2 below) are collectively referred to as the “Service”. By accepting this TOS or by accessing or otherwise using the Service, you acknowledge that you have read, understood, and agree to be bound by this TOS.
1.2 For purposes of this TOS, “you” or “your” means you as a user of the Service. If you are entering into this TOS on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity to this TOS, in which case the terms “you” or “your” shall refer to such entity. If you do not have such authority, or if you do not agree with this TOS, you must not accept this TOS and may not use the Service.
1.3 We reserve the right, at our sole discretion, to change or modify portions of this TOS at any time. If we do this, we will post the changes on this page and will update the “Last Revised” date at the top of the page of this TOS. You can review the most current version of this TOS at any time at userhub.com/terms. We will also use commercially reasonable efforts to notify you of any material changes thirty (30) days prior to any such material changes taking effect, either through the Service user interface, a pop-up notice on the Site, email via the email address associated with your Account, or through other reasonable means. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service. If any change to this TOS is not acceptable to you, your only remedy is stop using the Service and cancel your Service in accordance with Section 9.
2 Description of Accounts
2.1 As part of the Service, UserHub provides an online platform for companies offering software-as-a-service solutions on a subscription basis to unify their user, entitlement and subscription management.
3 Eligibility and Accounts
3.1 To be eligible to use the Service, you must be at least 18 years of age and reside in the United States. Furthermore, any business you operate must operate only in the United States.
3.2 To use certain parts of the Service, you will need to register through the Site. As part of the registration process, you will identify an administrative user name and password for your account (“Account”). You are responsible for maintaining the confidentiality of your password and Account details, and are fully responsible for any and all activities that occur under your Account. You agree to immediately notify UserHub of any unauthorized use of your Account or any other breach of security. UserHub reserves the right to access your Account in order to respond to your requests for technical support.
4 Access and Use of the Service
4.1 Subject to the terms and conditions of this TOS, you may access and use the Service only for your internal business purposes. You must comply with all applicable laws in connection with your use of the Service. You shall not (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Service available to any third party; (b) use the Service in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Service or its components, (c) modify, adapt or hack the Service to, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks, (d) use bots, hacks, mods or any other unauthorized software designed to modify the Service, (e) circumvent, remove, alter or thwart any technological measure or content protections of the Service, (f) use any spider, crawler, scraper or other automatic device, process or software that intercepts, mines, scrapes, extracts or otherwise accesses the Software to monitor, extract, copy or collect information or data from or through the Service, or engage in any manual process to do the same, (g) introduce any viruses, trojan horses, worms, bombs or other materials that are malicious or technologically harmful into our systems or (h) access or use the Service in any way not expressly permitted by this TOS. You shall comply with any codes of conduct, policies or other notices UserHub provides you or publishes in connection with the Service, and you shall promptly notify UserHub if you learn of a security breach related to the Service.
4.2 Any software that may be made available by UserHub in connection with the Service (“Software”) contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Subject to the terms and conditions of this TOS, UserHub hereby grants you a non-transferable, non-sublicensable and non-exclusive right and license to use the object code of any Software on your personal devices solely in connection with the Service, provided that you shall not (and shall not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code or sell, assign, sublicense or otherwise transfer any right in any Software. You agree not to access the Service by any means other than through the interface that is provided by UserHub for use in accessing the Service.
4.3 You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Service, including, without limitation, modems, hardware, server, software, operating system, networking, web servers, and telephone service (collectively, “Equipment”). You shall be responsible for ensuring that such Equipment is compatible with the Service (and, to the extent applicable, the Software) and complies with all configurations and specifications set forth in UserHub’s published policies then in effect. You shall also be responsible for maintaining the security of the Equipment, your Account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your Account or the Equipment with or without your knowledge or consent.
5.1 To the extent the Service or any portion thereof is made available for any fee, you will be required to select a payment plan and provide UserHub information regarding your credit card or other payment instrument. You represent and warrant to UserHub that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay UserHub the amount that is specified in the payment plan in accordance with the terms of such plan and this TOS. You hereby authorize UserHub or our third party payment processor to bill your payment instrument in advance on a periodic basis in accordance with the terms of the applicable payment plan until you terminate your Account, and you further agree to pay any charges so incurred. If you dispute any charges you must let UserHub know within sixty (60) days after the date that UserHub invoices you. We reserve the right to change UserHub’s prices. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount. UserHub may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by UserHub thirty (30) days after the mailing date of the invoice, or your access to the Service may be terminated. Unpaid invoices are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. You shall be responsible for all taxes associated with your use of the Service other than U.S. taxes based on UserHub’s net income.
6 Your Content
6.1 You are solely responsible for all data, information, feedback, suggestions, text, content and other materials that you upload, post, deliver, provide or otherwise transmit or store (hereafter “post(ing)”) in connection with or relating to your use of the Service (“Your Content”). By posting Your Content on or through the Service, you hereby grant UserHub a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform Your Content in connection with providing the Service.
6.2 You understand that the operation of the Service may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to UserHub’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service. UserHub employs a number of technical, organizational and physical safeguards designed to protect Your Content. However, no security measures are failsafe and UserHub cannot guarantee the security of Your Content. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Content. UserHub will have no liability to you for any unauthorized access or use of any of Your Content, or any corruption, deletion, destruction or loss of any of Your Content.
7 Intellectual Property Rights
7.1 The Service, including the “look and feel” of the Site, and all related proprietary content, information and other materials, are protected under intellectual property laws. You agree that UserHub and/or its licensors own all right, title and interest in and to the Service, including all intellectual property rights therein. Any rights not expressly granted herein are reserved.
7.2 The UserHub name and logos are trademarks and service marks of UserHub (collectively the “UserHub Trademarks”). Other UserHub, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to UserHub. Nothing in this TOS should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of UserHub Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of UserHub Trademarks will inure to our exclusive benefit.
7.3 We welcome feedback, comments and suggestions for improvements to the Service (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Service or in any such Feedback. All Feedback becomes the sole and exclusive property of UserHub and UserHub may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you. You hereby assign to UserHub any and all right, title and interest (including any intellectual property right) that you may have in and to any and all Feedback.
8 Third Party Services and Websites
9.1 You have the right to terminate your Account at any time by sending a cancellation request to firstname.lastname@example.org. Additionally, UserHub may terminate your Account and this TOS upon thirty (30) days’ notice (or ten (10) days in the case of nonpayment), if you breach any of the terms or conditions of this TOS and fail to cure such breach within such 30-day period (or 10-day period in the case of nonpayment). In addition to the foregoing, UserHub reserves the right to suspend your access to the Service in the event of any billing error or if we are otherwise not able to process payment, or in the event of your breach of this TOS until you cure such breach. Furthermore, UserHub reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) and, if UserHub elects to discontinue the Service, to terminate your Account and this TOS. All of Your Content on the Service (if any) may be permanently deleted by UserHub upon any termination of your Account in its sole discretion. However, all accrued rights to payment and the terms of Section 5-20 shall survive termination of this TOS.
10 DISCLAIMER OF WARRANTIES.
10.1 THE SERVICE, INCLUDING THE SITE AND CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND USERHUB EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT USERHUB DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM USERHUB OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS.
11 LIMITATION OF LIABILITY
11.1 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL USERHUB BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, ONE HUNDRED ($100) U.S. DOLLARS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TOS.
11.2 Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, USERHUB’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
12.1 You shall defend, indemnify, and hold harmless UserHub from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this TOS, any of Your Content, or your other access, contribution to, use or misuse of the Service. UserHub shall provide notice to you of any such claim, suit or demand. UserHub reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting UserHub’s defense of such matter.
13 U.S. Government Matters.
13.1 You may not remove or export from the United States or allow the export or re-export of the Service or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the software and documentation installed by Company on your Equipment (if applicable) are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this TOS and will be prohibited except to the extent expressly permitted by the terms of this TOS.
14.1 You may not assign this TOS without the prior written consent of UserHub, but UserHub may assign or transfer this TOS, in whole or in part, without restriction.
15.1 If any provision of this TOS is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this TOS will otherwise remain in full force and effect and enforceable. Both parties agree that this TOS is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this TOS, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this TOS and you do not have any authority of any kind to bind UserHub in any respect whatsoever. In any action or proceeding to enforce rights under this TOS, the prevailing party will be entitled to recover costs and attorneys’ fees. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or this TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred. All notices under this TOS will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. UserHub will not be in default hereunder by reason of any failure or delay in the performance of its obligations where such failure or delay is due to civil disturbances, riot, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond UserHub’s reasonable control.
16 Consent to Electronic Communications.
17.1 UserHub reserves the right to use your name and/or your company name as a reference for marketing or promotional purposes on UserHub’s website and in other communication with existing or potential UserHub customers. To decline UserHub this right you need to email email@example.com stating that you do not wish to be used as a reference.
18 Governing Law
18.1 This TOS shall be governed by the laws of the State of New York without regard to the principles of conflicts of law. Unless otherwise elected by UserHub in a particular instance, you hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of the State of New York for the purpose of resolving any dispute relating to your access to or use of the Service.
19.1 Please visit userhub.com/privacy to understand how UserHub collects and uses personal information, including all information you provide in registering for an Account.
20 Contact Us
20.1 Please contact us at firstname.lastname@example.org and 42 West St 2/1B, Brooklyn, NY 11222 to report any violations of this TOS or to pose any questions regarding this TOS or the Service.