Terms of Use
Thank you for registering with Message Hub.
We simplify communication with your customers and team through SMS, MMS, voice calls, emails, and more.
Before you proceed, please review this Terms of Service Agreement carefully. It’s a legal contract between you, us, and any company or entity you represent when you create an account. Depending on the location of your business and users, as well as other factors, certain laws may govern what types of calls and messages you can send, whether you need recipient consent, and other important requirements.
We strongly recommend seeking legal counsel before using our platform to communicate with your customers or others via text or voice. As outlined in Section 6 below, you are solely responsible for ensuring your communications comply with all applicable laws concerning text messages, phone calls, and any other services offered by our platform.
Terms of Service Agreement
Message Hub, Inc. (“Message Hub,” “Company,” “us,” or “we”) operates the http://messagehub.ai website and any other websites under the Message Hub domain (collectively, the “Sites”), along with our SaaS products, tools, and related services, all subject to your compliance with the terms, conditions, and notices outlined in this Agreement.
This Agreement outlines the responsibilities and obligations between us. It governs your use—or the use of the company or entity you represent—of the Subscription Services provided by Message Hub. Both Message Hub and the Customer (the entity identified on the Order Form) may be referred to as “Parties” or individually as a “Party.” Unless stated otherwise, this Agreement represents the full and complete understanding between us. By accessing or using the Sites or Subscription Services in any capacity, you agree to comply with this Agreement, our Privacy Policy [link], and any other legal notices, conditions, or guidelines provided on the Sites or through the Subscription Services.
If you have any questions about this Agreement or Message Hub, feel free to reach out to us at support@messagehub.ai
RECITALS
A. Message Hub provides the Subscription Services and grants access to these services to Customers who have purchased access, either directly from Message Hub or through an Authorized Reseller (as defined below).
B. The Customer wishes to access and use the Subscription Services, and Message Hub is willing to provide such access, subject to the terms and conditions outlined in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
DEFINITIONS.
“Acceptable Use Policy” means the policies and use restrictions outlined in Section 2(g) of this Agreement.
“Account” means the Customer’s company-level account for the administration and use of the Subscription Services.
“Aggregate Data” means any data derived or aggregated in deidentified form from (i) any Customer Materials; or (ii) Customer’s and/or its Authorized Users’ use of the Subscription Services, including, without limitation, any usage data or trends related to the Subscription Services.
“Authorized Reseller” means an authorized Message Hub reseller or other billing intermediary for the purchase of the Subscription Services.
“Authorized User” means an employee, contractor, or agent of Customer who has been authorized by Customer to use the Subscription Services.
“Message Hub IP” means the Subscription Services, the software applications provided in conjunction with the Subscription Services, any other software, algorithms, interfaces, technology, databases, tools, know-how, processes and methods used to provide or deliver the Subscription Services or any Professional Services, Documentation, and Aggregate Data, all improvements, modifications or enhancements to, or derivative works of, the foregoing (regardless of inventorship or authorship), and all Intellectual Property Rights in and to any of the foregoing.
“Content” means all information, data, text, software, music, sound, photographs, graphics, video, messages, tags, and/or other materials accessible through the Subscription Services.
“Customer Materials” means all Content and other materials, in any form or medium, that Customer or an Authorized User uploads, posts, e-mails, sends in text messages, transmits, or otherwise makes available through the Subscription Services or to Message Hub in connection with Customer’s and its Authorized Users’ use of the Subscription Services, but excluding, for clarity, Aggregate Data and any other information, data, data models, content, or materials owned or controlled by Message Hub that are made available through or in connection with the Subscription Services.
“Documentation” means the operator and user manuals, training materials, specifications, minimum system configuration requirements, compatible device and hardware lists, and other similar materials, whether in hard copy or electronic form, as provided by Message Hub to Customer (including any revised versions thereof) relating to the Subscription Services, which may be updated from time to time upon notice to Customer.
“Effective Date” means the date on which the initial Order Form under this Agreement is executed by the Parties.
“Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), inventions, copyrights, trade secrets, know-how, data and database rights, mask work rights, and any other intellectual property rights recognized in any country or jurisdiction in the world.
“Initial Term” means the initial subscription period for access to and use of the Subscription Services, as specified in the Order Form.
“Licensed Volume” means the limits, volume, or other measurements or conditions of permitted use for the applicable Subscription Services, as set forth in the applicable Order Form, including any limits on the number of Authorized Users permitted to use the Subscription Services based on Customer’s subscription tier.
“Order Form” means (i) a mutually executed order form or other mutually agreed-upon ordering document; (ii) a purchase order issued by Customer and accepted by Message Hub in writing; (iii) a quote issued by Message Hub and accepted by Customer; or (iv) an order form (including a renewal order form) issued by an Authorized Reseller and executed by Customer and the Authorized Reseller, in each case setting forth the applicable Subscription Services and/or Professional Services to be provided by Message Hub, and referencing this Agreement in the documents referred to in clauses (i) through (iii).
“Person” means any individual, corporation, partnership, trust, limited liability company, association, governmental authority, or other entity.
“Professional Services” means the implementation and/or other professional services, if any, to be provided by Message Hub to Customer, as set forth in the relevant Order Form.
“SMS/MMS Messages” means SMS/MMS text, image, video, etc., messages sent and/or received via the functionality of the Subscription Services. One (1) segment corresponds to 160 characters in length; the 160-character limit applies to messages encoded using the GSM-7 character set. Messages not encoded with GSM-7 (e.g., with photos or emojis) are limited to 70 characters. The Subscription Services support long messages up to 1600 characters.
“Subscription Services” means the software-as-a-service product, tools, and other services provided by Message Hub via the Sites, any Message Hub applications or APIs (the “Apps”), and hosted services enabled or available via the Sites and the Apps, including functionality provided via the Sites and the Apps that (i) enables Authorized Users to send and receive Short Message Service (“SMS”) messages and may enable (depending on the type of communications account enabled) Multimedia Messaging Service (“MMS”) messages and other messaging types; (ii) enables Authorized Users to communicate with each other by placing, receiving, and transferring calls globally (“Calling”) using either existing or provisioned phone numbers through Message Hub-hosted calling services; (iii) enables Authorized Users to organize, manage, and respond to communications; (iv) provisions a phone number for use as an SMS, MMS, and/or voice response line; and (v) enables other features such as automated responses and other functionality which may be added to the Subscription Services over time, including updates, patches, bug fixes, and upgrades provided by Message Hub as identified in the applicable Order Form.
“Term” means, collectively, the Initial Term and any Renewal Terms.
“Use” means to use and/or access the Subscription Services in accordance with this Agreement and the Documentation.
2. SUBSCRIPTION SERVICES; ACCESS AND USE.
(a) Access to Subscription Services. Subject to the terms and conditions of this Agreement, Message Hub hereby grants Customer a limited, non-exclusive, non-transferable (except in compliance with Section 12(g)) right to use the Subscription Services during the Term, solely for Customer’s internal business purposes, in accordance with and subject to the Licensed Volume.
(b) Use Restrictions. Customer will not, and will not permit any person (including, without limitation, Authorized Users) to, directly or indirectly:
(i) use the Subscription Services in any manner beyond the scope of rights expressly granted in this Agreement;
(ii) modify or create derivative works of the Subscription Services or Documentation, in whole or in part;
(iii) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain improper access to any software component of the Subscription Services, in whole or in part;
(iv) frame, mirror, sell, resell, rent, or lease the use of the Subscription Services to any other person, or otherwise allow any person to use the Subscription Services for any purpose other than for the benefit of Customer in accordance with this Agreement;
(v) use the Subscription Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Rights or other rights of any person, or that violates any applicable law;
(vi) interfere with, or disrupt the integrity or performance of, the Subscription Services, or any data or content contained therein or transmitted thereby;
(vii) access or search the Subscription Services (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, or any other similar data mining tools) other than software or Subscription Services features provided by Message Hub for use expressly for such purposes; or
(viii) use the Subscription Services, Documentation, or any other Message Hub Confidential Information for benchmarking or competitive analysis with respect to competitive or related products or services, or to develop, commercialize, license, or sell any product, service, or technology that could, directly or indirectly, compete with the Subscription Services.
(c) Authorized Users. Customer will not allow any person other than Authorized Users to use the Subscription Services. Customer may permit Authorized Users to use the Subscription Services, provided that (i) the use, including the number of Authorized Users, does not exceed the Licensed Volume; and (ii) Customer ensures each Authorized User complies with all applicable terms and conditions of this Agreement and Customer is responsible for acts or omissions by Authorized Users in connection with their use of the Subscription Services. Customer will, and will require all Authorized Users to, use all reasonable means to secure usernames and passwords, hardware, and software used to access the Subscription Services in accordance with customary security protocols, and will promptly notify Message Hub if Customer knows or reasonably suspects that any username and/or password has been compromised. Each account for the Subscription Services may only be accessed and used by the specific Authorized User for whom such account is created.
(d) Customer and Authorized User Content. Customer agrees that Customer, and not Message Hub, is entirely responsible for all Content that Customer or its Authorized Users transmit, post, or make available through the Subscription Services. Customer assumes all risks associated with Customer’s and its Authorized Users’ use and transmission of Content and for the use of Content by others, including any reliance on its accuracy, completeness, or usefulness. Message Hub makes no guarantees regarding the accuracy, currency, suitability, or quality of any Content. Customer’s and its Authorized Users’ interactions with other users of the Subscription Services are solely between such users, and Message Hub will not be responsible for any loss or damage incurred as a result of any such interactions.
(e) No Obligation to Pre-Screen Content. Customer acknowledges and agrees that Message Hub has the right, but not the obligation, to pre-screen, refuse, or remove any Content, and Customer consents to such monitoring. Customer understands that when using the Subscription Services, including chat, text, or voice communications, all Content shared or received is not private. Message Hub may review, reject, or remove any Content at its sole discretion, primarily to protect its own interests. This includes removing Content that violates the Acceptable Use Policy or that Message Hub considers inappropriate.
(f) Storage, Accuracy, and Deletion of Content. Unless expressly agreed to by Message Hub in writing elsewhere, Message Hub has no obligation to store any of the Content posted, transmitted, or made available on or through the Subscription Services. Message Hub has no responsibility or liability for the deletion or accuracy of any Content, including Content or for the failure to store, transmit, or receive transmission of any Content or communications.
(g) Acceptable Use Policy. Customer agrees not to, and will ensure that its Authorized Users do not:
(i) upload, transmit, distribute, or make available through the Subscription Services any computer viruses, worms, or any software intended to damage or alter a computer system or data;
(ii) send through the Subscription Services unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any form of unreasonably duplicative messages, whether commercial or otherwise;
(iii) use the Subscription Services to harvest, collect, gather, or assemble information or data regarding other users, including email addresses, without their consent;
(iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Subscription Services, or violate the regulations, policies, or procedures of such networks;
(v) attempt to gain unauthorized access to the Subscription Services (or to other computer systems or networks connected to or used with the Subscription Services), whether through password mining or any other means;
(vi) harass or interfere with any other user’s use and enjoyment of the Subscription Services;
(vii) use software or automated agents or scripts to produce multiple accounts on the Subscription Services, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Subscription Services;
(viii) use Subscription Services in violation of any law or regulation, including, without limitation, the federal Telephone Consumer Protection Act of 1991 (47 U.S.C. § 227), as amended, Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (15 U.S.C. § 103 et. seq), the United States’ National Do Not Call Registry, Rules for Carriers Subpart L “Restrictions on Telemarketing, Telephone Solicitation, and Facsimile Advertising” (47 U.S.C. § 64.1200), and (if applicable) the Canada Anti-SPAM Legislation (S.C. 2010, c. 23 as amended);
(ix) use, without Message Hub’s prior express written consent in each instance, the Subscription Services to provision an emergency reporting or response system (e.g., Enhanced 911 or E911 emergency service);
(x) support the operation of a life support system, nuclear facility, aircraft navigation system, air traffic control system, or other system critical to human life or safety; or
(xi) assist or encourage any other person or entity to engage in any of the foregoing prohibited activities.
(h) Phone Numbers. Message Hub may offer the opportunity to enable Customer to use one or more existing phone numbers with the Subscription Services. If Customer uses such a feature, Customer represents and warrants that (i) Customer will only use the Subscription Services for legal purposes and will comply with all applicable laws and regulations in connection with use of the Subscription Services and any phone number Customer registers or associates with Customer’s account, (ii) Customer has procured any and all necessary rights and licenses, and has the full power and authority, necessary to use any phone number Customer registers or associates with Customer’s account, and (iii) Customer will not use the Subscription Services on or with a phone number that has been exchanged with, rented, or purchased from a third party unless Customer has received permission from the third party to do so.
(i) Enforcement. If Message Hub becomes aware of any possible violations by Customer or its Authorized Users of this Agreement, including the Acceptable Use Policy, Message Hub reserves the right to investigate such violations. If, as a result of the investigation, Message Hub believes that unlawful activity has occurred, Message Hub reserves the right to refer the matter to, and to cooperate with, any and all relevant legal authorities. Message Hub is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Subscription Services, including Content, in Message Hub’s possession in connection with use of the Subscription Services, to (i) comply with applicable laws, legal process, or governmental requests; (ii) enforce the Terms; (iii) respond to any claims that Content violates the rights of third parties; (iv) respond to requests for customer service; or (v) protect the rights, property, or personal safety of Message Hub, its users or the public, and all enforcement or other government officials, as Message Hub in its sole discretion believes to be necessary or appropriate. Message Hub reserves the right to take appropriate action against Customer in Message Hub’s sole discretion if Customer or its Authorized Users violate the Acceptable Use Policy or this Agreement, including, without limitation, removing or modifying Content and terminating Customer’s account.
(j) Third-Party Services. Certain features and functionalities within the Subscription Services may allow Customer and its Authorized Users to interface or interact with, access and/or use compatible third-party services, products, technology, and content (collectively, “Third-Party Services”) through the Subscription Services. Message Hub does not provide any aspect of the Third-Party Services and is not responsible for any compatibility issues, errors, or bugs in the Subscription Services or Third-Party Services caused in whole or in part by the Third-Party Services or any update or upgrade thereto. Customer is solely responsible for maintaining the Third-Party Services and obtaining any associated licenses and consents necessary for Customer to use the Third-Party Services in connection with the Subscription Services.
(k) Reservation of Rights. Subject to the limited rights expressly granted hereunder, Message Hub reserves and, as between the Parties, will solely own, the Message Hub IP and all rights, title, and interest in and to the Message Hub IP. No rights are granted to Customer hereunder (whether by implication, estoppel, exhaustion, or otherwise) other than as expressly set forth herein.
(l) Feedback. From time to time, Customer or its employees, contractors, or representatives may provide Message Hub with suggestions, comments, feedback, or the like with regard to the Subscription Services (collectively, “Feedback”). Customer hereby grants Message Hub a perpetual, irrevocable, royalty-free and fully-paid up license to use and exploit all Feedback in connection with Message Hub’s business purposes, including, without limitation, the testing, development, maintenance, and improvement of the Subscription Services.
3. FEES AND PAYMENT.
(a) Direct Customer Billing. Customers will pay Message Hub the non-refundable fees set forth in the relevant Order Form (“Fees”) in accordance with the terms therein and without offset or deduction. Unless otherwise provided in the Order Form, Message Hub will issue annual invoices directly to Customers during the Term, and Customers must pay all amounts set forth on any invoice within thirty (30) days of the invoice date. For Customers using automatic billing, Message Hub will charge Customer’s selected payment method (credit card, debit card, or other available method) for Fees on the applicable payment date, including any applicable taxes. If Message Hub cannot charge Customer’s selected payment method for any reason (such as expiration or insufficient funds), Customer remains responsible for any uncollected amounts, and Message Hub will attempt to charge the payment method again after Customer updates its payment method information. In accordance with local law, Message Hub may update information regarding Customer’s selected payment method if provided such information by Customer’s financial institution.
(b) Fee Changes. Message Hub reserves the right to change the Fees or applicable charges and to institute new charges upon thirty (30) days’ prior notice at the end of the Initial Term or then-current Renewal Term.
(c) Payment Disputes. Direct Customers agree to raise any billing disputes within thirty (30) days of the invoice date. Customers purchasing the Subscription Services via an Authorized Reseller agree to address billing disputes directly with their Authorized Reseller. Message Hub is not responsible for billing disputes between Authorized Resellers and Customers, which are governed by the Reseller Agreement (as defined below).
(d) Automatic Renewal. Following the Initial Term, and unless otherwise noted on the Order Form (including with an Authorized Reseller), Customer’s subscription to the Subscription Services will automatically renew for consecutive periods equal to the length of the Initial Term (each, a “Renewal Term”).
(e) Cancellation. Customer may cancel their subscription to the Subscription Services upon at least sixty (60) days’ prior written notice to Message Hub (or Authorized Reseller if applicable). If Customer cancels the Subscription Services, Customer may continue to use the Subscription Services until the end of the Initial Term or then-current Renewal Term; the Subscription Services will not be renewed after the then-current period expires. Subject to applicable law, however, Customer will not be eligible for a prorated refund of any portion of the Fees paid for any portion of, as applicable, the Initial Term or then-current Renewal Term.
(f) Free Trials and Other Promotions. Any free trial or other promotion that provides Customer with access to the Subscription Services must be used within the specified time of the trial or promotion. Unless otherwise noted in the applicable offer description, at the end of the trial period, Customer’s use of the Subscription Services will expire and any further use of the Subscription Services is prohibited unless Customer pays the applicable Fee.
(g) Payments. Payments due to Message Hub under this Agreement must be made in US dollars via wire transfer or credit card of immediately available funds to an account designated by Message Hub or such other payment method mutually agreed upon by the Parties. All payments are non-refundable and neither Party will have the right to set off, discount, or otherwise reduce or refuse to pay any amounts due to the other Party under this Agreement. Upon renewal of Customer’s subscription for the Subscription Services, Customer’s payment card or other selected payment method will be charged the Company’s then-current subscription fee for the Subscription Services based on the plan or subscription tier selected when Customer signed up for the Subscription Services and at the beginning of each subsequent Renewal Term until the Subscription Services are canceled in accordance with this Agreement. If Customer fails to make any payment when due, late charges will accrue at the rate of 1.5% per month or, if lower, the highest rate permitted by applicable law, and Message Hub may suspend access to the Subscription Services until all payments are made in full. Customer will reimburse Message Hub for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any late payments or interest.
Message Hub currently uses Stripe Inc. (“Stripe”) as its payment processing service provider. By purchasing any of the Subscription Services, Customer agrees to be bound by Stripe’s U.S. Terms of Service available at Stripe Terms and Privacy Policy. Customer hereby consents to provide and authorize Message Hub, Stripe, and any other payment services provider Message Hub may engage to share any information and payment instructions Customer provides to the extent required to complete the payment transactions in accordance with this Agreement, including personal, financial, credit card payment, and transaction information. By providing Message Hub with Customer’s credit card number and associated payment information, Customer agrees that Message Hub is authorized to invoice or charge your account for all fees and charges due and payable to Message Hub hereunder and that no additional notice or consent is required. Customer agrees to immediately notify Message Hub of any change in Customer’s billing address or the credit card account used for payment hereunder.
(h) Taxes. Customer is responsible for all sales, use, ad valorem, excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, multinational, or local governmental regulatory authority on any amount payable by Customer to Message Hub hereunder, other than taxes imposed on Message Hub’s income. Without limiting the foregoing, in the event that Customer is required to deduct or withhold any taxes from the amounts payable to Message Hub hereunder, Customer will pay an additional amount so that Message Hub receives the amounts due to it hereunder in full, as if there were no withholding or deduction.
(i) Reseller Billing and Payments.
(i) Resold Services. This Section 3(i) applies only if Customer orders the Subscription Services from an Authorized Reseller under the terms of a separate agreement between Customer and the Authorized Reseller regarding the purchase of the Subscription Services (“Reseller Agreement”). For purposes of this Agreement, such Subscription Services are the “Resold Services.”
(ii) Payment Terms. Sections 3(a) through 3(h) of this Agreement do not apply to the Resold Services. Customer will pay the fees (“Reseller Fees”) for Resold Services used or ordered by Customer to the Authorized Reseller as agreed to by Customer and Authorized Reseller. All prices for the Resold Services will be solely determined between the Authorized Reseller and Customer. If Customer seeks a refund or service credit from the Authorized Reseller, Message Hub may, in its sole discretion, issue the refund or service credit to the Authorized Reseller, which the Authorized Reseller will promptly return to Customer. In the event of termination of this Agreement, Message Hub will send the Authorized Reseller (not Customer) the final invoice for payment obligations related to Resold Services. If the Authorized Reseller fails to pay an undisputed invoice for Resold Services to Message Hub due to Customer’s failure to pay the Authorized Reseller, Message Hub may suspend Customer’s access to the Subscription Services.
4. CONFIDENTIAL INFORMATION.
(a) Definitions. As used herein, “Confidential Information” means any information that one Party (the “Disclosing Party”) provides to the other Party (the “Receiving Party”) in connection with this Agreement, whether orally or in writing, that is designated as confidential or that reasonably should be considered to be confidential given the nature of the information and/or the circumstances of disclosure. For clarity, the Subscription Services and the Documentation will be deemed Confidential Information of Message Hub. However, Confidential Information will not include any information or materials that: (i) were, at the date of disclosure, or have subsequently become, generally known or available to the public through no act or failure to act by the Receiving Party; (ii) were rightfully known by the Receiving Party prior to receiving such information or materials from the Disclosing Party; (iii) are rightfully acquired by the Receiving Party from a third party who has the right to disclose such information or materials without breach of any confidentiality or non-use obligation to the Disclosing Party; or (iv) are independently developed by or for the Receiving Party without use of or access to any Confidential Information of the Disclosing Party. Without limiting the foregoing, nothing in this Agreement will limit or restrict Message Hub’s ability to use or disclose any general know-how, experience, concepts, and/or ideas that Message Hub or its personnel acquire or obtain in connection with the performance of Message Hub’s obligations hereunder.
(b) Obligations. The Receiving Party will maintain the Disclosing Party’s Confidential Information in strict confidence and will not use the Confidential Information of the Disclosing Party except as necessary to perform its obligations or exercise its rights under this Agreement; provided that Message Hub may use and modify Confidential Information of Customer in deidentified form for purposes of developing and deriving Aggregate Data. The Receiving Party will not disclose or cause to be disclosed any Confidential Information of the Disclosing Party, except (i) to those employees, representatives, or contractors of the Receiving Party who have a bona fide need to know such Confidential Information to perform under this Agreement and who are bound by written agreements with use and nondisclosure restrictions at least as protective as those set forth in this Agreement, or (ii) as such disclosure may be required by the order or requirement of a court, administrative agency or other governmental body, subject to the Receiving Party providing to the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or otherwise contest the disclosure.
(c) Effective Period. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five (5) years from the date first disclosed to the Receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
(d) Disclosure of this Agreement to Advisors. The terms and conditions of this Agreement will constitute Confidential Information of each Party but may be disclosed on a confidential basis to a Party’s advisors, attorneys, actual or bona fide potential acquirers, investors, or other sources of funding (and their respective advisors and attorneys) for due diligence purposes.
5. CUSTOMER MATERIALS AND DATA.
(a) Customer Materials. Message Hub acknowledges that, as between Customer and Message Hub and except as set forth in Section (b), Customer owns and retains all right, title, and interest in and to all Customer Materials.
(b) License to Customer Materials. Customer hereby grants Message Hub a non-exclusive, worldwide, royalty-free right and license to use, host, reproduce, display, perform, and modify the Customer Materials solely for the purpose of hosting, operating, improving, and providing the Subscription Services, Professional Services, and Message Hub’s other related products, services, and technologies during the Term.
(c) Customer Representations. Customer represents and warrants that (i) it has obtained, and will obtain and continue to have, during the Term, all necessary rights, authority, and licenses for the access to and use of the Customer Materials (including any personal data provided or otherwise collected pursuant to Customer’s privacy policy) as contemplated by this Agreement and (ii) Message Hub’s use of the Customer Materials in accordance with this Agreement will not violate any applicable laws or regulations or cause a breach of any agreement or obligations between Customer and any third party.
6. DISCLAIMER OF WARRANTIES AND CONDITIONS.
(a) Disclaimers. CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, USE OF THE SUBSCRIPTION SERVICES IS AT CUSTOMER’S SOLE RISK, AND THE SUBSCRIPTION SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. MESSAGE HUB EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
(b) No Warranties. MESSAGE HUB MAKES NO WARRANTY, REPRESENTATION OR CONDITION THAT: (i) THE SUBSCRIPTION SERVICES WILL MEET CUSTOMER’S REQUIREMENTS; (ii) USE OF THE SUBSCRIPTION SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (iii) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SUBSCRIPTION SERVICES WILL BE ACCURATE OR RELIABLE.
(c) Disclaimer of Use of Content. ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SUBSCRIPTION SERVICES IS ACCESSED AT CUSTOMER’S OWN RISK, AND CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS PROPERTY, INCLUDING, BUT NOT LIMITED TO, COMPUTER SYSTEMS AND ANY DEVICES USED TO ACCESS THE SUBSCRIPTION SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
(d) Disruptions. THE SUBSCRIPTION SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. MESSAGE HUB MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO THE SUBSCRIPTION SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.
(e) No Professional Advice. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM MESSAGE HUB OR THROUGH THE SUBSCRIPTION SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
(f) Beta Features. FROM TIME TO TIME, MESSAGE HUB MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS AND CUSTOMERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT MESSAGE HUB’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION 6 APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.
(g) Limitation by Law. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, REPRESENTATIONS OR CONDITIONS, THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CUSTOMER AND CUSTOMER MAY HAVE ADDITIONAL RIGHTS.
(h) No Responsibility for Third Parties. CUSTOMER ACKNOWLEDGES AND AGREES THAT MESSAGE HUB IS NOT LIABLE, AND CUSTOMER AGREES NOT TO SEEK TO HOLD MESSAGE HUB LIABLE, FOR THE CONDUCT OF OTHER USERS, OTHER CUSTOMERS, OR ANY OTHER THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH CUSTOMER. CUSTOMER IS SOLELY RESPONSIBLE FOR ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SUBSCRIPTION SERVICES. CUSTOMER UNDERSTANDS THAT MESSAGE HUB DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SUBSCRIPTION SERVICES.
7. INDEMNIFICATION.
(a) Message Hub Indemnification. Subject to Section (b), Message Hub will defend Customer against any claim, suit, or proceeding brought by a third party (“Claims”) alleging that Customer’s use of the Subscription Services infringes or misappropriates such third party’s Intellectual Property Rights, and will indemnify and hold harmless Customer against any damages and costs awarded against Customer or agreed in settlement by Message Hub (including reasonable attorneys’ fees) resulting from such Claim.
(b) Exclusions. Message Hub’s obligations under Section (a) will not apply if the underlying third-party Claim arises from or as a result of: (i) Customer’s breach of this Agreement, negligence, willful misconduct, or fraud; (ii) any Customer Materials; (iii) Customer’s failure to use any enhancements, modifications, or updates to the Subscription Services that have been provided by Message Hub; (iv) modifications to the Subscription Services by anyone other than Message Hub; or (v) combinations of the Subscription Services with software, data, or materials not provided by Message Hub.
(c) IP Remedies. If Message Hub reasonably believes the Subscription Services (or any component thereof) could infringe any third party’s Intellectual Property Rights, Message Hub may, at its sole option and expense, use commercially reasonable efforts to: (i) modify or replace the Subscription Services, or any component or part thereof, to make it non-infringing; or (ii) procure the right for Customer to continue use. If Message Hub determines that neither alternative is commercially practicable, Message Hub may terminate this Agreement, in its entirety or with respect to the affected component, by providing written notice to Customer. In the event of any such termination, Message Hub will refund to Customer a pro-rata portion of the Fees that have been paid for the unexpired portion. The rights and remedies set forth in this Section 7 will constitute Customer’s sole and exclusive remedy for any infringement or misappropriation of Intellectual Property Rights in connection with the Subscription Services.
(d) Customer Indemnification. Customer will defend Message Hub against Claims arising from (i) any Customer Materials, including, without limitation, (A) any Claim that the Customer Materials infringe, misappropriate, or otherwise violate any third party’s Intellectual Property Rights or privacy or other rights; or (B) any Claim that the use, provision, transmission, display, or storage of Customer Materials violates any applicable law, rule, or regulation; (ii) any of Customer’s products or services; and (iii) use of the Subscription Services by Customer or its Authorized Users in a manner that is not in accordance with this Agreement or the Documentation, including, without limitation, any breach of the restrictions in Section 2(a) and, in each case, will indemnify and hold harmless Message Hub against any damages and costs awarded against Message Hub or agreed in settlement by Customer (including reasonable attorneys’ fees) resulting from such Claim.
(e) Indemnification Procedures. The Party seeking defense and indemnity (the “Indemnified Party”) will promptly (and in any event no later than thirty (30) days after becoming aware of facts or circumstances that could reasonably give rise to any Claim) notify the other Party (the “Indemnifying Party”) of the Claim for which indemnity is being sought, and will reasonably cooperate with the Indemnifying Party in the defense and/or settlement thereof. The Indemnifying Party will have the sole right to conduct the defense of any Claim for which the Indemnifying Party is responsible hereunder (provided that the Indemnifying Party may not settle any Claim without the Indemnified Party’s prior written approval unless the settlement is for a monetary amount, unconditionally releases the Indemnified Party from all liability without prejudice, does not require any admission by the Indemnified Party, and does not place restrictions upon the Indemnified Party’s business, products, or services). The Indemnified Party may participate in the defense or settlement of any such Claim at its own expense and with its own choice of counsel or, if the Indemnifying Party refuses to fulfill its obligation of defense, the Indemnified Party may defend itself and seek reimbursement from the Indemnifying Party.
8. LIMITATIONS OF LIABILITY.
(a) Exclusion of Damages. EXCEPT FOR: (i) ANY INFRINGEMENT BY ONE PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, (ii) FRAUD OR WILLFUL MISCONDUCT BY EITHER PARTY, OR (iii) BREACH OF CUSTOMER’S PAYMENT OBLIGATIONS, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF INCOME, DATA, PROFITS, REVENUE, OR BUSINESS INTERRUPTION, OR THE COST OF COVER OR SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE MESSAGE HUB IP, OR THE PROVISION OF THE SUBSCRIPTION SERVICES AND PROFESSIONAL SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
(b) Total Liability. IN NO EVENT WILL MESSAGE HUB’S TOTAL LIABILITY TO CUSTOMER OR ITS AUTHORIZED USERS IN CONNECTION WITH THIS AGREEMENT, THE MESSAGE HUB IP, OR THE PROVISION OF THE SUBSCRIPTION SERVICES OR PROFESSIONAL SERVICES EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO MESSAGE HUB IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH THE CLAIM OR LIABILITY IS BASED, AND WHETHER OR NOT MESSAGE HUB WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
(c) Basis of the Bargain. THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION 8 ARE AN ESSENTIAL PART OF THE BASIS OF THE BARGAIN BETWEEN MESSAGE HUB AND CUSTOMER, AND WILL APPLY EVEN IF THE REMEDIES AVAILABLE HEREUNDER ARE FOUND TO FAIL THEIR ESSENTIAL PURPOSE.
(d) Technical Support. Customer acknowledges and agrees that the Authorized Reseller may disclose Authorized User personal data to Message Hub as reasonably required for the Authorized Reseller to handle any support issues that Customer escalates to or via the Authorized Reseller.
9. PURCHASES MADE VIA AUTHORIZED RESELLERS.
(a) Applicability of Section 9. Liability Cap. For the purposes of Section 8 (Limitations of Liability), where the event giving rise to liability is a breach of this Agreement or otherwise arises in connection with the Resold Services, “Fees” as used in Section 8 means “Reseller Fees.” If Customer or Message Hub brings a claim under this Agreement, then for the purposes of establishing the liability cap under Section 8(b), upon Message Hub’s request, Customer will: (i) promptly disclose to Message Hub the amount of any Reseller Fees paid or payable under the Reseller Agreement; (ii) consent to the Authorized Reseller disclosing such amount to Message Hub, notwithstanding any confidentiality obligations under the Reseller Agreement; and (iii) procure any necessary consents to enable Customer or the Authorized Reseller to disclose this information under this Section 9. This Section 9 applies only if Customer orders the Resold Services from an Authorized Reseller under the terms of a Reseller Agreement.
10. COPYRIGHT POLICY.
(a) Message Hub respects the Intellectual Property Rights of others and encourages Customer to do the same. In connection with the Subscription Services, Message Hub has adopted and implemented a policy in accordance with copyright law, which provides for the removal of any infringing materials and, in appropriate cases, the termination of users who are repeat infringers of Intellectual Property Rights, including copyrights.
11. TERM AND TERMINATION.
(a) Term. This Agreement begins on the Effective Date and will remain in effect for the duration of the Term, unless terminated earlier in accordance with the terms of this Agreement.
(b) Prior Use. Notwithstanding the above, if Customer used the Subscription Services before the Effective Date, Customer acknowledges and agrees that this Agreement began on the date Customer first used the Subscription Services, and that date will serve as the “Effective Date” for purposes of this Agreement.
(c) Termination of Services by Message Hub. Message Hub may suspend or terminate Customer’s rights to use the Subscription Services (including the Customer’s Account) at any time if (i) Customer (or any Authorized Users) breaches any obligation under this Agreement, including but not limited to the payment obligations or the Acceptable Use Policy outlined in Section 2(g), (ii) Customer violates any applicable law, rule, or regulation, or (iii) Message Hub is required to do so by law (for example, if providing the Subscription Services becomes unlawful). Customer agrees that Message Hub shall not be liable to Customer or any third party for any termination of Customer’s Account.
(d) Termination of Services by Customer. If Customer wishes to terminate the Subscription Services provided by Message Hub, Customer may do so by notifying Message Hub in writing, as outlined in Section 3(e).
(e) Effect of Termination. Termination of the Subscription Services includes removing access to the Subscription Services and preventing further use. Termination may also involve the deletion of Customer’s password, related information, files, and content associated with Customer’s Account (or parts thereof), including Customer’s Content. Upon termination, Customer’s right to use the Subscription Services will immediately cease. Customer understands that termination may result in the deletion of Content from Message Hub’s live databases. Message Hub will not be liable to Customer for any suspension, termination, or deletion of Content. All provisions of this Agreement that by their nature should survive termination will remain in effect, including but not limited to ownership provisions, content licenses, warranty disclaimers, indemnification obligations, provisions related to dispute resolution and arbitration, governing law, and limitations of liability.
(f) No Subsequent Registration. If Message Hub discontinues Customer’s registration or access to the Subscription Services due to Customer’s violation of any part of this Agreement, Customer agrees not to attempt to re-register or gain access through a different username or by any other means. Customer also acknowledges that they will not be entitled to any refund for fees related to the Subscription Services from which access has been terminated. Should Customer attempt to bypass this restriction, Message Hub reserves the right, at its sole discretion, to take any or all actions outlined here, without notice to Customer.
12. GENERAL.
(a) Amendments. This Agreement may be amended or modified only through a written document executed by authorized representatives of both Parties.
(b) Dispute Resolution. All disputes under or related to this Agreement shall be resolved by mandatory binding arbitration. The arbitration shall be administered by JAMS. Disputes involving claims and counterclaims with an amount in controversy under $250,000, excluding attorneys’ fees and interest, shall be governed by JAMS’ most current version of the Streamlined Arbitration Rules and Procedures available at JAMS; all other claims will be governed by JAMS’ most current version of the Comprehensive Arbitration Rules and Procedures. If there’s any inconsistency between this Agreement and JAMS’ rules, the terms set forth in this Agreement will take precedence. A single arbitrator will be selected by mutual agreement of the Parties. If the Parties are unable to agree, JAMS will appoint the arbitrator. Arbitration will be conducted in San Francisco, California, and the Parties irrevocably consent to such venue. All applicable statutes of limitation will apply to any arbitration proceeding. Discovery will be limited to matters directly relevant to the dispute and shall be managed by the arbitrator based on the complexity and amount in controversy. Judgment on any arbitration award may be entered in any court of competent jurisdiction.
(c) Equitable Relief. Customer acknowledges and agrees that any breach of this Agreement relating to Message Hub’s Intellectual Property Rights or Confidential Information may cause irreparable harm, which would be difficult to measure and not compensable by damages alone. Therefore, in addition to the right to pursue binding arbitration as set forth in Section 12(b), Message Hub will have the right to seek specific performance, injunctions, or other equitable remedies from a court of competent jurisdiction.
(d) Export Control. Customer may not use, export, import, or transfer the Subscription Services except as authorized by U.S. law, the laws of the jurisdiction in which Customer obtained the Subscription Services, and any other applicable laws. Specifically, but without limitation, the Subscription Services may not be exported or re-exported (i) into any country subject to a U.S. Government embargo, or (ii) to individuals or entities listed on the U.S. Treasury Department’s Specially Designated Nationals list or the U.S. Department of Commerce’s Denied Persons List or Entity List. By using the Subscription Services, Customer represents and warrants that (i) Customer is not located in a country under U.S. Government embargo or designated as a “terrorist-supporting” country, and (ii) Customer is not on any U.S. Government list of prohibited or restricted parties. Customer agrees not to use the Subscription Services for any purpose prohibited by law.
(e) Consumer Complaints. Message Hub can be contacted via email using the following email address support@messagehub.ai
If you are a consumer and a resident of California, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them at 400 R Street, Sacramento, CA 95814, or by phone at (800) 952-5210.
(f) Consent to Receive Calls, Texts, and Other Electronic Communications. Communications between Customer and Message Hub occur electronically, whether via the Subscription Services, email, text messages, or other electronic means. By agreeing to this Agreement, Customer provides express written consent for Message Hub and its representatives to contact Customer via any phone number or email address associated with the Customer’s account, including through text messages, phone calls, or emails related to the use of the Subscription Services. Customer also consents to the use of automatic telephone dialing systems and prerecorded or artificial voice messages. For contractual purposes, Customer (a) consents to receiving communications from Message Hub in electronic form; and (b) agrees that all terms, agreements, notices, and other communications Message Hub provides electronically will satisfy any legal requirements that would otherwise require written communication. This does not affect Customer’s non-waivable rights.
(g) Entire Agreement; Assignments. This Agreement constitutes the entire understanding between the Parties regarding the use of the Subscription Services. Failure by either Party to enforce any right or provision of this Agreement will not be considered a waiver of that right or provision. Section titles in this Agreement are for convenience only and have no legal effect. The word “including” means “including without limitation.” If any provision of this Agreement is deemed invalid or unenforceable, the remaining provisions will remain unaffected, and the invalid provision will be modified to the extent necessary to make it enforceable. The Parties are independent contractors, and neither is an agent or partner of the other. Neither Party has the power to bind the other or incur obligations without the other’s prior written consent. This Agreement and Customer’s rights and obligations hereunder may not be assigned, subcontracted, or transferred without Message Hub’s prior written consent, and any unauthorized attempt will be null and void. Message Hub may assign this Agreement freely, and the terms will be binding upon any assignee.
(h) Governing Law. This Agreement and any related actions will be governed by the laws of the State of California, without regard to its conflict of law principles, and in accordance with the Federal Arbitration Act. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
(i) Copyright/Trademark Information. Copyright © 2024 Message Hub, Inc. All rights reserved. All trademarks, logos, and service marks (“Marks”) displayed on the Subscription Services are Message Hub’s intellectual property or the property of their respective owners. Customer may not use these Marks without Message Hub’s prior written consent or that of the respective owners.
(j) Contact Information: Message Hub’s contact information is as follows:
- Email: support@messagehub.ai