TERMS AND CONDITIONS

HubbubHR Subscription Agreement 

Terms & Conditions

Please read this Subscription Agreement and Terms & Conditions carefully. By executing a Service Order Form, Statement of Work, Change Request, Renewal Order Form, amendment, or other agreement or document entered into pursuant to this Agreement, or by accessing or using the HubbubHR Services, you acknowledge that you have read, understood, accepted, and agree to be legally bound by the terms of this Agreement. The individual executing any such document or otherwise accepting this Agreement on behalf of Customer represents and warrants that they have full authority to bind Customer to this Agreement and the applicable agreement or document.

This Subscription Agreement and Terms & Conditions (the “Agreement”) is entered into by and between Ode Systems Inc., trading as HubbubHR (“HubbubHR”, “we”, “us”, or “our”), and the customer identified in the applicable Service Order Form (“Customer”, “you”, or “your”).

This Agreement, together with the applicable Service Order Form(s) and any schedules, exhibits, policies, or other documents expressly incorporated by reference, governs Customer’s subscription to and use of the HubbubHR cloud-based Adaptive Human Capital Management (aHCM) platform and any related Services provided by HubbubHR.

HubbubHR is a cloud-based Software-as-a-Service (SaaS) solution owned and operated by Ode Systems Inc. This Agreement sets out the respective rights and obligations of the parties relating to Customer’s subscription to, access to, and use of the Services, together with the provision of Professional Services, implementation services, Technical Support, and HubbubHR’s security, privacy, and data protection commitments.

Supporting Documentation

HubbubHR maintains an enterprise security, privacy, compliance, and business continuity program designed to support the secure delivery of the Services. Additional information regarding HubbubHR’s security, privacy, data protection, and compliance practices is available in the following supporting documentation:

• HubbubHR Customer Support & Service Level Agreement (SLA)
• HubbubHR Enterprise Security Guide 
• HubbubHR Data Processing Agreement 
• HubbubHR Privacy Policy 
• HubbubHR Trust Centre 

These documents complement this Agreement by providing additional operational, technical, organizational, and security information relating to the Services. In the event of any inconsistency between this Agreement and any supporting documentation, this Agreement (and, where applicable, the Data Processing Agreement) shall prevail.

TERMS & CONDITIONS

1. Defined Terms

Unless the context otherwise requires, the following terms have the meanings set out below:

1.1 “Admin & HR Users” means Authorised Users employed or engaged by the Customer or its Affiliates who have been assigned administrative or human resources privileges to configure the Services, manage system settings, create, access, modify or administer Customer Data, and perform other functions in accordance with the Customer’s configured role-based security permissions.

1.2 “Agreement” means this Subscription Agreement and Terms & Conditions, together with the applicable Service Order Form, the Data Processing Agreement (where applicable), any schedules, appendices, exhibits, statements of work, and any amendments or modifications agreed in writing by the parties and incorporated into this Agreement.

1.3 “Affiliate” means, with respect to a party, any legal entity that directly or indirectly Controls, is Controlled by, or is under common Control with that party, where “Control” means the direct or indirect ownership of more than fifty percent (50%) of the voting interests of such entity or the power to direct its management or policies, whether by ownership, contract, or otherwise.

1.4 “Professional Services” means the implementation, configuration, consulting, project management, integration, training, advisory, technical, optimization, and other professional services provided by HubbubHR in connection with the Services, as described in the applicable Service Order Form, Statement of Work, Change Request, or other written agreement between the parties. Professional Services may include, without limitation, project planning, discovery workshops, business process analysis, solution design, platform configuration, data migration assistance, integration services, testing, user acceptance support, administrator and implementation team training, deployment assistance, knowledge transfer, documentation, and other related implementation or consulting services.

1.5 “Control” means, in relation to an entity, the direct or indirect ownership of more than fifty percent (50%) of the voting interests of that entity, or the power to direct or cause the direction of its management and policies, whether through ownership, contract, or otherwise. The terms “Controlling”, “Controlled by”, and “under common Control with” shall be interpreted accordingly.

1.6 “Documentation” means the user guides, online help, technical documentation, knowledge base articles, release notes, API documentation, implementation guides, integration guides, security documentation, training materials, and other written or electronic documentation made available by HubbubHR from time to time to support the implementation, integration, operation, administration, security, and ongoing use of the Services, whether provided within the HubbubHR platform, through the HubbubHR Trust Centre, customer portal, support portal, website, or by other electronic means.

1.7 “Effective Date” means the date on which the applicable Service Order Form is executed by both parties or, where no signature is required, the date on which Customer first accesses or uses the Services pursuant to the applicable Service Order Form, whichever occurs first.

 1.8 “Employee Records” means the number of individual employee, worker, contractor, volunteer, consultant, or other personnel records that the Customer is authorized to create, maintain, or manage within the Services, as specified in the applicable Service Order Form.

1.9 “Employee Users” means Authorised Users employed or engaged by the Customer or its Affiliates who are granted permission, in accordance with the Customer’s configured role-based security settings, to access and manage their own personal information and perform self-service functions available through the Services.

1.10 “Infringement” means any actual, alleged, suspected, or threatened infringement, misappropriation, unauthorized copying, reproduction, modification, distribution, disclosure, access, use, or other violation of HubbubHR’s Intellectual Property Rights in or relating to the Services, Documentation, software, trademarks, confidential information, or other proprietary materials.

1.11 “Intellectual Property Rights” means all intellectual property and proprietary rights recognized anywhere in the world, whether registered or unregistered, including all present and future rights in and to:

(a) patents, utility models, inventions, discoveries, innovations, improvements, invention disclosures, and all applications, continuations, continuations-in-part, divisions, reissues, renewals, extensions, substitutions, and related rights;

(b) copyrights, database rights, moral rights, works of authorship, software, source code, object code, documentation, technical documentation, user interfaces, APIs, website content, and all registrations and applications relating thereto;

(c) trade secrets, confidential information, know-how, methodologies, processes, algorithms, techniques, technical information, proprietary information, and other confidential or proprietary rights;

(d) trademarks, service marks, trade names, business names, logos, domain names, branding, trade dress, chip topographies, and all registrations, applications, goodwill, and rights associated therewith;

(e) industrial designs, design rights, database rights, and all registrations and applications relating thereto; and

(f) any similar, equivalent, or corresponding intellectual property or proprietary rights recognized under the laws of any jurisdiction, together with all rights to enforce, protect, recover damages for, or otherwise benefit from such rights.

1.12 “Subscription” means the Customer’s right, during the applicable Subscription Term and subject to this Agreement, to access and use the HubbubHR Services in accordance with the applicable Service Order Form and the purchased subscription.

1.13 “Subscription Term” means the period during which Customer is entitled to access and use the Services, as specified in the applicable Service Order Form, together with any agreed renewal periods in accordance with this Agreement.

1.14 “Services” means the HubbubHR cloud-based Adaptive Human Capital Management (aHCM) platform and related Software-as-a-Service (SaaS) offerings developed, owned, and operated by Ode Systems Inc., trading as HubbubHR. The Services include the software applications, modules, functionality, hosted infrastructure, APIs, Documentation, Software Updates, maintenance releases, and other services made available by HubbubHR under this Agreement and the applicable Service Order Form.

The Services are provided as a cloud-based Software-as-a-Service (SaaS) offering. Customer receives a subscription-based right to access and use the Services during the applicable Subscription Term. No ownership of, or rights in, the Services, source code, software, or underlying Intellectual Property Rights are transferred to Customer under this Agreement.

1.15 “Authorised Users” or “Users” means the individuals authorized by Customer to access and use the Services under Customer’s Subscription, including administrators, human resources personnel, managers, employees, contractors, volunteers, consultants, and any other users permitted under the applicable Service Order Form. Access to the Services is governed by the Customer’s configured role-based security permissions and the applicable Subscription purchased by Customer.

1.16 “Customer Data” means all information, data, records, documents, files, text, images, audio, video, reports, metadata, and other content, including Customer Personal Data where applicable, that is submitted to, stored within, generated by, processed through, or otherwise managed using the Services by or on behalf of Customer or its Authorised Users.

Customer Data does not include HubbubHR’s software, Documentation, intellectual property, system metadata generated solely for the operation, security, monitoring, or administration of the Services, or anonymized and aggregated information that does not identify Customer or any individual.

1.17 “Service Order Form” means the order document, quotation, proposal, order confirmation, or other written agreement executed by the parties that identifies the Services, Subscription, Subscription Term, pricing, Professional Services, and any other commercial terms applicable to Customer’s purchase. Each Service Order Form forms part of, and is incorporated into, this Agreement.

1.18 “Software Updates” means any updates, upgrades, enhancements, patches, bug fixes, maintenance releases, security updates, modifications, revisions, or other improvements made available by HubbubHR to the Services during the Subscription Term. Software Updates do not include separately licensed products, optional modules, third-party products, or new services that HubbubHR designates as requiring an additional subscription or separate commercial agreement.

1.19 “Technical Support” means the support services provided by HubbubHR to assist Customer with the operation and use of the Services, including incident management, issue investigation, troubleshooting, service requests, problem resolution, guidance relating to the Services, and access to customer support resources. Technical Support does not include Professional Services, implementation services, consulting, training, custom development, or other services specifically identified as Professional Services under this Agreement or the applicable Service Order Form.

1.20 “Work Product” means any deliverables, documentation, configurations, reports, templates, methodologies, software components, scripts, integrations, customizations, tools, processes, materials, or other work created, developed, configured, or provided by HubbubHR in connection with the Professional Services performed under this Agreement. Unless expressly agreed otherwise in writing, all Intellectual Property Rights in and to the Work Product shall remain the exclusive property of HubbubHR, subject to Customer’s rights to use such Work Product as part of its authorized use of the Services under this Agreement.

1.21 ” Service Level Agreement” or “SLA” means the HubbubHR Customer Support & Service Level Agreement applicable to the Services, as amended or updated by HubbubHR from time to time in accordance with this Agreement.

2. Subscription

2.1 Provision of the Services

Subject to the terms of this Agreement and Customer’s payment of all applicable fees, HubbubHR grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable Subscription Term to access and use the Services solely for Customer’s internal business purposes.

HubbubHR will provide the Services, together with any Professional Services specified in the applicable Service Order Form or Statement of Work, in accordance with this Agreement. Customer may permit its Authorised Users and Affiliates to access and use the Services, subject to the purchased Subscription, the Customer’s configured role-based security permissions, and the other terms of this Agreement.

2.2 Customer Equipment and Connectivity

Customer is responsible for providing and maintaining, at its own expense, the hardware, devices, internet connectivity, telecommunications services, web browsers, operating systems, and other equipment or software reasonably required to access and use the Services.

Except where expressly agreed in writing as part of the Professional Services, HubbubHR is not responsible for providing Customer hardware, telecommunications services, internet access, or other third-party infrastructure required for Customer’s use of the Services.

3. Subscription and Right to Use the Services

3.1 HubbubHR Services

HubbubHR develops, owns, and operates the HubbubHR cloud-based Adaptive Human Capital Management (aHCM) platform (the “Services”). The Services are built on a modern, API-first cloud architecture and provide a configurable enterprise platform designed to support organizations of varying size and complexity. The Services enable customers to manage core human resources, talent management, workforce management, employee and manager self-service, reporting, analytics, workflow automation, Microsoft 365 integration, and other related workforce management capabilities.

The Services are designed to adapt to evolving organizational requirements through configurable business processes, customer-configurable role-based security, secure cloud infrastructure, and open integration capabilities that enable interoperability with third-party business systems and services. The platform supports extensibility through published APIs and integration interfaces, enabling customers and approved third parties to securely integrate the Services with other enterprise applications where required.

The Services are delivered as a multi-tenant Software-as-a-Service (SaaS) solution hosted on Microsoft Azure and supported by HubbubHR’s enterprise security, privacy, compliance, and business continuity framework, as further described in the HubbubHR Enterprise Security Guide, Data Processing Agreement, and other applicable Trust Centre documentation.

3.2 Cloud-Based Service Delivery

The Services are provided as a cloud-based Software-as-a-Service (SaaS) solution hosted by HubbubHR using Microsoft Azure cloud infrastructure. Customer environments are provisioned within Microsoft Azure regions agreed between HubbubHR and Customer, subject to service availability and the applicable Service Order Form.

Where Customer requires specific regional hosting or data residency arrangements, HubbubHR will use commercially reasonable efforts to provision the Services within the agreed Microsoft Azure region, subject to Microsoft’s available hosting locations and applicable contractual requirements.

Unless expressly agreed otherwise in writing, Customer is not required to install, maintain, or manage any server infrastructure, databases, or application components in order to access and use the Services.

3.3 Grant of Subscription

Subject to the terms of this Agreement and Customer’s payment of all applicable fees, HubbubHR grants Customer, during the applicable Subscription Term, a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services solely for Customer’s internal business purposes.

Customer may permit its Affiliates and Authorised Users to access and use the Services, provided that:

(a) such access is within the scope of Customer’s purchased Subscription;

(b) access is governed by Customer’s configured role-based security permissions;

(c) Customer remains responsible for all acts and omissions of its Affiliates and Authorised Users; and

(d) all use of the Services complies with this Agreement and applicable law.

3.4 Subscription Scope

Customer’s Subscription includes access to the Services, Documentation, Software Updates, and any Professional Services expressly identified in the applicable Service Order Form or Statement of Work.

Customer’s Subscription is limited to the modules, functionality, Employee Records, Authorised Users, environments, and service levels specified in the applicable Service Order Form.

3.5 Ownership and Reservation of Rights

The Services are licensed on a subscription basis and are not sold to Customer. HubbubHR and its licensors retain all right, title, and interest, including all Intellectual Property Rights, in and to the Services, Documentation, Software Updates, APIs, Work Product, methodologies, software, technology, and all related materials.

Except for the limited subscription rights expressly granted under this Agreement, no ownership rights, Intellectual Property Rights, or other rights in the Services are transferred to Customer.

Customer retains all right, title, and interest in and to its Customer Data.

4. Term and Termination

4.1 Term of the Agreement

This Agreement commences on the Effective Date and remains in effect until terminated in accordance with this Agreement.

Unless otherwise expressly stated in the applicable Service Order Form, this Agreement will continue to govern all Service Order Forms, Subscriptions, Professional Services, and other Services purchased by Customer during its term.

4.2 Subscription Term

The initial Subscription Term for the Services is specified in the applicable Service Order Form.

Where Customer purchases additional Services, modules, environments, Professional Services, or additional Subscriptions under one or more subsequent Service Order Forms, HubbubHR may align the Subscription Term of those purchases with Customer’s existing Subscription renewal date. Where applicable, subscription fees will be prorated to reflect the shortened initial Subscription Term.

4.3 Renewal

Unless otherwise specified in the applicable Service Order Form, each Subscription will automatically renew for successive renewal terms equal to the initial Subscription Term unless either party provides the other with at least thirty (30) days’ prior written notice of its intention not to renew before the end of the then-current Subscription Term.

As a courtesy, HubbubHR will use commercially reasonable efforts to notify Customer of an upcoming automatic renewal no less than forty-five (45) days before the end of the then-current Subscription Term. Such notification may be sent to Customer’s designated administrative, billing, or primary contact.

Customer acknowledges that it remains responsible for managing its Subscription Term and providing any required notice of non-renewal. HubbubHR’s failure to provide a courtesy renewal reminder will not affect the automatic renewal of the applicable Subscription where automatic renewal applies under this Agreement or the applicable Service Order Form.

4.4 Termination for Cause

Either party may terminate this Agreement for cause if the other party commits a material breach of this Agreement and fails to remedy that breach within thirty (30) days after receiving written notice describing the breach in reasonable detail.

Where the alleged breach relates to Section 7 (Fees), Section 8 (Acceptable Use and Subscription Restrictions), Section 12 (Confidentiality), or Section 13 (Intellectual Property Rights), the breaching party will have ten (10) days from receipt of the written notice to remedy the breach. If the breach is not remedied within the applicable cure period, the non-breaching party may terminate this Agreement immediately by written notice.

4.5 Effect of Termination

Upon the expiry or termination of this Agreement for any reason:

(a) Customer and its Authorised Users shall immediately cease accessing and using the Services, except to the extent expressly permitted by this Agreement for the purpose of retrieving Customer Data during any agreed post-termination access period;

(b) all subscription rights granted to Customer under this Agreement shall immediately terminate;

(c) Customer shall promptly pay all outstanding fees and other amounts due to HubbubHR up to the effective date of termination;

(d) each party shall return or securely destroy the other party’s Confidential Information in accordance with this Agreement, except where retention is required by applicable law or for legitimate legal, regulatory, accounting, or audit purposes; and

(e) HubbubHR will return or delete Customer Data in accordance with the applicable Data Processing Agreement and HubbubHR’s documented data retention and deletion procedures.

Termination of this Agreement shall not affect any rights, obligations, or liabilities that have accrued prior to the effective date of termination, nor any provisions of this Agreement that expressly or by their nature survive termination.

4.6 Customer Data Return and Transition Assistance

Upon written request by Customer made within thirty (30) days following the expiry or termination of this Agreement, and subject to payment of all undisputed amounts due under this Agreement, HubbubHR will make Customer Data available for export in a commercially reasonable electronic format, such as CSV or another mutually agreed industry-standard format, where technically practicable.

Where Customer requires additional assistance with the transition of Customer Data, migration activities, or other post-termination services, HubbubHR may provide such services as Professional Services at HubbubHR’s then-current rates or as otherwise agreed in writing by the parties.

Following the applicable post-termination access period, HubbubHR will retain, return, and securely delete Customer Data in accordance with the applicable Data Processing Agreement, HubbubHR’s documented data retention and deletion procedures, and applicable law.

Nothing in this Section limits HubbubHR’s right to retain information where required to comply with applicable law, legal obligations, regulatory requirements, legitimate business records retention obligations, or to maintain backup media in accordance with HubbubHR’s documented backup and disaster recovery procedures.

5. Acceptable Use and Subscription Restrictions

5.1 Permitted Use

Customer may access and use the Services only in accordance with this Agreement, the applicable Service Order Form, the Documentation, and all applicable laws and regulations. Customer is responsible for ensuring that its Authorised Users comply with this Agreement and remains responsible for all activities undertaken through Customer’s Subscription.

5.2 No Unauthorized Copying or Distribution

Except as expressly permitted under this Agreement, Customer shall not copy, reproduce, distribute, publish, lease, sublicense, assign, sell, or otherwise make the Services, Documentation, or any part thereof available to any third party.

5.3 No Reverse Engineering

Except to the extent such restriction is prohibited by applicable law, Customer shall not, and shall not permit any third party to, reverse engineer, decompile, disassemble, decode, attempt to derive the source code of, or otherwise seek to discover the underlying structure, algorithms, or technology of the Services or any software comprising the Services.

5.4 No Modification or Derivative Works

Customer shall not modify, adapt, translate, create derivative works from, or otherwise alter the Services or Documentation, except to the extent expressly authorized by HubbubHR in writing or where such configuration is supported through the standard functionality of the Services.

5.5 Customer Responsibility for Customer Data

Customer is solely responsible for the accuracy, quality, legality, integrity, and appropriateness of all Customer Data submitted to, stored within, generated by, or processed through the Services, including any Customer Data submitted by its Authorised Users or by third parties acting on Customer’s behalf.

Customer is responsible for ensuring that it has obtained all necessary rights, permissions, notices, and lawful authority required to provide Customer Data to HubbubHR for processing in connection with the Services.

5.6 Compliance with Applicable Laws

Customer agrees not to use the Services in any manner that:

(a) violates any applicable law or regulation;

(b) infringes the Intellectual Property Rights or other rights of any third party;

(c) introduces malware, malicious code, viruses, ransomware, or other harmful technology into the Services;

(d) interferes with, disrupts, or attempts to gain unauthorized access to the Services, HubbubHR’s systems, or any other customer’s environment; or

(e) compromises or attempts to circumvent the security, authentication, or access control mechanisms of the Services.

5.7 Artificial Intelligence Features

Certain features of the Services may include artificial intelligence (“AI”) or AI-assisted functionality, including HubbubHR Copilot, designed to assist Authorised Users in interacting with the Services and accessing Customer Data and Documentation.

AI-generated responses, summaries, recommendations, classifications, insights, or other outputs are generated based on the information available to the applicable AI models and may be incomplete, inaccurate, outdated, or unsuitable for Customer’s particular circumstances. Customer remains solely responsible for reviewing, validating, and exercising appropriate human judgment before relying upon or acting upon any AI-generated output.

AI-assisted functionality is intended solely to assist Authorised Users and does not replace Customer’s responsibility to review, validate, and exercise appropriate human oversight before making employment, operational, compliance, legal, financial, payroll, or other business decisions.

Except as expressly provided in this Agreement, HubbubHR does not warrant that AI-generated outputs will be accurate, complete, current, uninterrupted, or suitable for Customer’s intended purpose.

5.8 Customer AI Integrations

The Services may provide APIs, Model Context Protocol (MCP) endpoints, or other integration capabilities that enable Customer to connect third-party artificial intelligence services, AI agents, automation platforms, or other external applications.

Customer is solely responsible for the selection, configuration, operation, security, prompts, instructions, outputs, decisions, and use of any third-party AI services, AI agents, large language models, or other external applications connected to the Services by or on behalf of Customer.

HubbubHR is not responsible for the availability, functionality, accuracy, security, outputs, decisions, or actions of any third-party AI service, AI agent, large language model, automation platform, or other external system connected to the Services through APIs, MCP, or other integration mechanisms.

Customer is responsible for ensuring that any third-party AI service or AI agent connected to the Services complies with applicable laws, regulations, licence terms, privacy obligations, and Customer’s own security and governance requirements. Customer assumes all risks associated with the use of such third-party AI services or AI agents.

6. Protection of Intellectual Property Rights

6.1 Notification of Infringement

Customer shall promptly notify HubbubHR in writing if it becomes aware of, or reasonably suspects, any actual, threatened, or alleged Infringement of HubbubHR’s Intellectual Property Rights relating to the Services, Documentation, Work Product, or any other proprietary materials provided under this Agreement.

6.2 Cooperation

At HubbubHR’s reasonable request and expense, Customer shall provide reasonable assistance in the investigation, protection, or enforcement of HubbubHR’s Intellectual Property Rights, including providing relevant information, documentation, or witness assistance that is reasonably available to Customer.

6.3 Enforcement

Except as expressly authorized in writing by HubbubHR, Customer shall not initiate, participate in, settle, or otherwise take any legal or administrative action relating to any actual or suspected Infringement of HubbubHR’s Intellectual Property Rights.

HubbubHR retains the sole right, but not the obligation, to determine whether and how any claim relating to an alleged Infringement will be investigated, defended, settled, or enforced.

7. FEES AND PAYMENT

7.1 Fees

In consideration for the Subscription, Professional Services, and any other Services provided by HubbubHR under this Agreement, Customer shall pay the fees specified in the applicable Service Order Form in accordance with the payment terms set out in the applicable Service Order Form and this Agreement.

Unless otherwise specified in the applicable Service Order Form, all fees are stated in the applicable currency, are exclusive of all applicable taxes, duties, levies, and similar governmental charges, and are payable in full without deduction or set-off, except where such deduction or withholding is required by applicable law.

7.2 Invoicing and Payment

Unless otherwise specified in the applicable Service Order Form:

7.2.1 Initial Subscription Fees. Upon execution of the applicable Service Order Form, Customer shall pay:

(a) the first year’s Subscription fees; and

(b) any implementation fees, onboarding fees, Professional Services fees, or other one-time charges identified as payable upon execution of the applicable Service Order Form.

Invoices issued upon execution of the applicable Service Order Form are due and payable within fifteen (15) days of the invoice date.

7.2.2 Renewal Subscription Fees. Subscription fees for each renewal Subscription Term shall become due on each anniversary of the execution date of the applicable Service Order Form and will be invoiced in advance of the commencement of the applicable renewal Subscription Term.

Unless otherwise specified in the applicable Service Order Form, renewal invoices are due and payable within thirty (30) days of the invoice date.

7.2.3 Professional Services. Professional Services, managed services, recurring consulting services, or other recurring charges (where applicable) will be invoiced in accordance with the applicable Service Order Form or Statement of Work.

7.2.4 Payment Method. Payments shall be made in the currency and using the payment method specified in the applicable Service Order Form.

Except as expressly provided in this Agreement or required by applicable law, all fees paid under this Agreement are non-refundable.

7.3 Taxes

Customer is responsible for all applicable sales taxes, goods and services taxes (GST), harmonized sales taxes (HST), value added taxes (VAT), withholding taxes (where applicable), duties, levies, and similar governmental charges arising from Customer’s purchase or use of the Services, excluding taxes based upon HubbubHR’s net income, property, or employees.

Where HubbubHR is required by law to collect or remit applicable taxes, such amounts will be added to the applicable invoice unless Customer provides valid documentation demonstrating an applicable tax exemption.

7.4 Late Payment

If any undisputed amount remains unpaid after its due date, HubbubHR may charge interest on the overdue amount at the lesser of:

(a) one and one-half percent (1.5%) per month (18% per annum); or

(b) the maximum rate permitted by applicable law.

If Customer fails to pay any undisputed invoice when due, HubbubHR may, following reasonable prior written notice, suspend access to all or part of the Services until payment has been received.

Customer shall reimburse HubbubHR for all reasonable costs incurred in recovering overdue amounts, including reasonable legal and collection costs, where permitted by applicable law.

7.5 Fee Changes

Unless otherwise specified in the applicable Service Order Form, HubbubHR may revise Subscription fees applicable to any renewal Subscription Term by providing Customer with at least sixty (60) days’ prior written notice before the commencement of the applicable renewal Subscription Term. Any revised fees shall apply only from the beginning of the applicable renewal Subscription Term.

7.6 Assignment of Subscription

Customer’s Subscription is personal to Customer and may not be assigned, transferred, resold, sublicensed, or otherwise made available to any third party except:

(a) to an Affiliate of Customer;

(b) where expressly permitted under this Agreement; or

(c) with HubbubHR’s prior written consent, which shall not be unreasonably withheld.

Unused Subscription capacity or Services may not be transferred between unrelated legal entities except as expressly permitted under this Agreement.

7.7 Travel and On-Site Services

HubbubHR is a remote-first organization and, unless otherwise agreed in writing, Professional Services are delivered remotely using secure collaboration technologies.

Where Customer requests on-site delivery of Professional Services and HubbubHR agrees to provide such services:

7.7.1 Customer shall reimburse HubbubHR for all reasonable, pre-approved travel, accommodation, meals, and other out-of-pocket expenses incurred in connection with the delivery of those on-site Professional Services.

7.7.2 HubbubHR reserves the right to decline, postpone, or modify on-site engagements where travel is not reasonably practicable or where health, safety, security, regulatory, environmental, or other operational considerations make on-site delivery inappropriate.

7.7.3 Where on-site delivery is not appropriate or reasonably practicable, HubbubHR may provide the Professional Services remotely using video conferencing, secure remote access technologies, virtual workshops, or other mutually agreed methods. Such remote delivery shall satisfy HubbubHR’s obligations under the applicable Service Order Form unless otherwise expressly agreed in writing.

8. Maintenance and Support

8.1 Maintenance and Service Updates

During the applicable Subscription Term, and subject to the terms of this Agreement, HubbubHR will maintain the Services and provide Customer with Software Updates, maintenance releases, security patches, bug fixes, general enhancements, and other improvements that HubbubHR generally makes available to customers subscribing to the applicable Services.

HubbubHR continually develops and enhances the Services through regular platform updates, security enhancements, regulatory updates, usability improvements, performance optimizations, compatibility improvements, and new functionality. These enhancements are delivered as part of HubbubHR’s cloud-based Software-as-a-Service (SaaS) platform and are generally made available to customers as part of their Subscription.

Unless otherwise specified in the applicable Service Order Form, Software Updates are included as part of the Customer’s Subscription and are delivered without requiring software installation, manual upgrades, or software replacement by Customer.

Software Updates may include regulatory updates, security enhancements, bug fixes, compatibility improvements, usability improvements, performance optimizations, new functionality, and other enhancements made available by HubbubHR as part of its continuous product improvement program.

HubbubHR may deploy Software Updates from time to time in order to maintain the security, availability, reliability, performance, functionality, and regulatory compliance of the Services. Where reasonably practicable, HubbubHR will provide advance notice of scheduled maintenance or planned updates that are expected to materially affect the availability of the Services.

8.2 Technical Support

During the applicable Subscription Term, HubbubHR will provide Technical Support in accordance with the applicable Service Order Form and the HubbubHR Customer Support & Service Level Agreement (SLA).

Technical Support may include:

• incident and problem management; 
• issue investigation and troubleshooting; 
• assistance with the operation and use of the Services; 
• guidance relating to standard platform functionality; 
• access to customer support resources and knowledge base materials; and 
• assistance relating to Software Updates. 

Technical Support does not include implementation services, customer-specific consulting, data migration, training, custom development, or other Professional Services unless expressly included within the applicable Service Order Form.

8.3 Service Level Agreement

The Customer Support services, Customer Support Hours, Support Priorities, Response Targets, Service Availability commitments, and other operational service levels applicable to the Services are set out in the applicable HubbubHR Customer Support & Service Level Agreement (“SLA”), which forms part of and is incorporated into this Agreement by reference.

Unless otherwise specified in the applicable Service Order Form, the SLA applies to all Services provided under this Agreement.

8.4 Microsoft Azure Hosting

HubbubHR delivers the Services using Microsoft’s enterprise cloud platform, Microsoft Azure, providing a scalable, resilient, highly available, and secure cloud hosting environment while supporting regional hosting and data residency requirements where available.

Customer environments are provisioned within Microsoft Azure regions agreed between HubbubHR and Customer, subject to service availability and the applicable Service Order Form.

Where Customer has specific regional hosting or data residency requirements, HubbubHR will use commercially reasonable efforts to provision the Services within the agreed Microsoft Azure region, subject to Microsoft’s available hosting locations and applicable contractual requirements.

Information regarding Microsoft’s security, compliance, certifications, availability, and global cloud infrastructure is available through Microsoft’s publicly available Azure Trust Centre, Service Trust Portal, compliance documentation, and related Azure documentation.

Hosting fees, where applicable, are specified in the applicable Service Order Form.

8.5 Customer Operational Responsibilities

Customer is responsible for the ongoing administration and operational use of the Services, including:

(a) maintaining appropriate user accounts, user roles, permissions, authentication settings, workflow approvals, and other available security controls;

(b) ensuring that access to the Services is limited to Authorised Users and that user credentials are kept secure and confidential;

(c) maintaining the ongoing accuracy, completeness, integrity, and currency of Customer Data entered into or otherwise used within the Services;

(d) using the Services in accordance with the Documentation and applicable law;

(e) maintaining compatible devices, supported web browsers, internet connectivity, and any Customer-managed systems reasonably required to access and use the Services;

(f) promptly notifying HubbubHR of any suspected security incident, unauthorized access, loss of credentials, or material issue affecting Customer’s use of the Services; and

(g) complying with Customer’s responsibilities under this Agreement, the applicable Service Order Form, and the Documentation relating to the ongoing operation and use of the Services.

Customer remains solely responsible for the ongoing accuracy, completeness, integrity, validation, suitability, and lawful use of its Customer Data, business processes, workflows, reports, integrations, security settings, user roles and permissions, and other customer-configured functionality within the Services. Customer is responsible for validating all configuration changes, data imports, integrations, reports, workflows, calculations, business rules, and other configured functionality before placing them into production.

8.6 Support Exclusions

HubbubHR is not responsible for providing Technical Support for issues arising from:

(a) Customer’s misuse of the Services or failure to use the Services in accordance with the Documentation;

(b) unauthorized modifications or customizations to the Services, or integrations that have not been developed, approved, or supported by HubbubHR;

(c) third-party software, hardware, telecommunications services, internet connectivity, infrastructure, or services not provided or controlled by HubbubHR, except to the extent HubbubHR has expressly agreed to provide Technical Support or Professional Services in relation to an integration;

(d) Customer’s failure to maintain supported browsers, operating systems, or supported third-party software;

(e) configuration changes made by Customer or third parties that are inconsistent with the Documentation or HubbubHR’s recommendations; or

(f) any event outside HubbubHR’s reasonable control.

Nothing in this Section limits HubbubHR’s obligations under any applicable Service Level Agreement.

8.7 Third-Party Products and Integrations

HubbubHR is designed using an API-first architecture to enable secure integration with third-party software, applications, platforms, payroll providers, identity providers, business systems, reporting platforms, and other enterprise technologies. The Services include published APIs, supported connectors, and other interoperability capabilities that enable Customers and approved third parties to integrate with the HubbubHR platform.

Customer may develop, or engage third parties to develop, integrations using HubbubHR’s published APIs and associated technical documentation. Customer is responsible for the design, development, testing, security, operation, maintenance, and ongoing support of any integration developed by or on behalf of Customer, except to the extent HubbubHR has expressly agreed in writing to provide Professional Services or Technical Support in relation to that integration.

Where requested by Customer, HubbubHR may provide integration design, implementation, configuration, testing, troubleshooting, and related Professional Services in accordance with the applicable Service Order Form or Statement of Work.

HubbubHR will provide Technical Support for:

• the HubbubHR platform and its standard functionality; 
• HubbubHR’s published APIs; 
• supported connectors and integration interfaces supplied by HubbubHR; and 
• integrations developed by HubbubHR under an agreed Statement of Work, to the extent described in that Statement of Work. 

HubbubHR is not responsible for defects, errors, security vulnerabilities, configuration issues, performance problems, data mapping errors, service interruptions, or compatibility issues arising from:

(a) customer-developed integrations;

(b) integrations developed by third parties on Customer’s behalf;

(c) modifications made by Customer or third parties following implementation;

(d) third-party software, services, APIs, infrastructure, or products outside HubbubHR’s reasonable control; or

(e) changes made by third-party vendors that affect the operation of an integration.

Where an integration issue involves both the Services and a third-party product, HubbubHR will use commercially reasonable efforts to assist Customer in identifying the source of the issue and, where appropriate, cooperate with the relevant third-party provider to facilitate resolution. Such assistance does not constitute acceptance of responsibility for third-party software, services, or customer-developed integrations.

9. Professional Services

9.1 Professional Services

Where specified in the applicable Service Order Form or Statement of Work, HubbubHR will provide Professional Services to support the successful implementation, deployment, adoption, optimization, and ongoing customer success of the Services.

HubbubHR works collaboratively with Customers throughout implementation and the ongoing use of the Services. Professional Services may include, as applicable:

• implementation planning and project management; 
• discovery workshops and business requirements analysis; 
• solution design and system configuration; 
• data migration assistance and data import guidance; 
• integration design, development, and implementation; 
• testing and deployment support; 
• administrator, super user, and implementation team training; 
• change management and implementation advisory services;
• solution optimization and advisory services; and 
• other consulting or implementation services agreed in writing between the parties. 

The scope, deliverables, assumptions, timelines, responsibilities, and fees relating to Professional Services will be set out in the applicable Service Order Form, Statement of Work, or other written agreement between the parties.

9.2 Remote Access

Professional Services, Technical Support, and implementation activities are normally delivered remotely using secure collaboration technologies.

Where the provision of agreed Professional Services or Technical Support reasonably requires access to Customer-controlled systems or environments, Customer will provide HubbubHR with secure remote access using mutually agreed methods and appropriate security controls.

Where the parties agree that Professional Services will be delivered on-site, the applicable travel and expense provisions set out in this Agreement or the applicable Service Order Form shall apply.

9.3 Training

As part of the implementation of the Services, HubbubHR will provide training for Customer administrators, super users, and the Customer’s implementation team, as specified in the applicable Service Order Form or Statement of Work, to enable Customer to configure, administer, and support the Services.

Customer is responsible for ensuring that its managers, employees, and other Authorised Users receive appropriate end-user training and for developing, maintaining, and delivering any customer-specific end-user training materials, communications, user guides, and user adoption activities required within its organization.

Unless expressly agreed otherwise in writing, HubbubHR is not responsible for delivering end-user training to Customer’s managers, employees, or other Authorised Users, nor for developing customer-specific end-user training materials, internal user documentation, or organization-wide training programs.

At Customer’s request, HubbubHR may provide guidance, workshops, or advisory services relating to user adoption, training strategies, or customer-developed training materials as Professional Services in accordance with the applicable Service Order Form or Statement of Work.

9.4 Customer Responsibilities for Data, Requirements and Configuration

Unless otherwise specified in the applicable Service Order Form or Statement of Work, Customer is responsible for the successful completion of its implementation responsibilities and for ensuring the accuracy, completeness, quality, and ongoing maintenance of all Customer Data and implementation requirements used within the Services.

Customer is responsible for:

(a) collecting, preparing, cleansing, validating, approving, and maintaining Customer Data prior to its import or use within the Services;

(b) ensuring that all Customer Data used within the Services, whether entered, imported, uploaded, migrated, or otherwise made available by or on behalf of Customer, is complete, accurate, current, and suitable for Customer’s business requirements;

(c) documenting, validating, and communicating its business processes, policies, procedures, workflows, approval processes, business rules, organizational structures, reporting requirements, compliance requirements, and other implementation requirements necessary to support requirements analysis, solution design, system configuration, testing, and implementation;

(d) providing all information, decisions, approvals, access, personnel, and other resources reasonably required to enable HubbubHR to perform the implementation and related Professional Services;

(e) reviewing and validating all configured workflows, business rules, reports, integrations, calculations, documents, notifications, security roles, imported data, and other configured functionality before the Services are placed into production;

(f) promptly notifying HubbubHR of any discrepancies, configuration issues, implementation concerns, or defects identified during implementation, testing, or User Acceptance Testing (UAT);

(g) providing timely approvals and formal sign-off of implementation deliverables where requested by HubbubHR; and

(h) maintaining the ongoing accuracy, completeness, and integrity of Customer Data following implementation.

Where requested by Customer, HubbubHR may provide assistance with data migration, data transformation, data cleansing, system configuration, testing, deployment, integrations, or other implementation activities as Professional Services in accordance with the applicable Service Order Form or Statement of Work.

Unless expressly agreed otherwise in writing, HubbubHR is entitled to rely upon the accuracy, completeness, and currency of Customer Data, business requirements, policies, procedures, and other information made available by Customer for use in connection with the implementation. HubbubHR is not responsible for errors, omissions, delays, implementation issues, or additional work arising from inaccurate, incomplete, inconsistent, outdated, or untimely information provided by or on behalf of Customer.

Customer acknowledges that responsibility for the final validation and acceptance of Customer Data, business requirements, system configuration, implementation deliverables, and readiness for production remains with Customer prior to the Services being placed into production.

9.5 Customer Cooperation and Project Dependencies

Customer acknowledges that the successful delivery of implementation services is dependent upon the timely completion of Customer’s responsibilities and active participation throughout the implementation.

Implementation timelines, project milestones, delivery dates, and project scope are based upon the timely completion of Customer’s responsibilities under this Agreement, the applicable Service Order Form, Statement of Work, and any agreed implementation plan. 

Any estimates of project duration, implementation milestones, or target go-live dates are based upon the assumptions and dependencies identified during project planning and may be revised where those assumptions or dependencies change.

If Customer fails to provide required information, business requirements, Customer Data, decisions, approvals, personnel, access, documentation, or other project dependencies within the agreed timeframes, HubbubHR will not be responsible for any resulting delay to implementation milestones, target go-live dates, project completion dates, or other agreed delivery dates.

Where Customer delays materially impact the delivery of the Services or Professional Services, HubbubHR may reasonably revise the implementation plan, project schedule, resource allocation, delivery dates, and associated fees to reflect the impact of those delays. Any additional Professional Services reasonably required as a result of Customer-caused delays may be charged at HubbubHR’s then-current Professional Services rates unless otherwise agreed in writing.

9.6 Changes to Scope

The implementation scope, assumptions, business requirements, deliverables, responsibilities, timelines, and fees are those specified in the applicable Service Order Form, Statement of Work, implementation plan, or other written agreement between the parties.

Customer may request changes to the agreed implementation scope at any time. HubbubHR will assess the requested changes and, where appropriate, provide Customer with a written change proposal describing any resulting impact on scope, deliverables, timelines, resources, fees, or other project assumptions.

Changes to Customer’s documented business requirements, policies, procedures, organizational structure, workflows, approval processes, reporting requirements, integrations, data migration requirements, compliance requirements, or other agreed implementation assumptions after requirements analysis or solution design has commenced may constitute a change in scope.

HubbubHR is not required to perform work outside the agreed scope unless the parties agree to the change in writing.

Where Customer requests additional functionality, services, integrations, reports, configuration, data migration activities, training, consulting, or other work beyond the agreed scope, such work may be treated as additional Professional Services and may result in revised implementation timelines, revised project milestones, and additional fees.

9.7 Implementation Acceptance

Implementation deliverables may be reviewed, tested, validated, approved, and accepted progressively throughout the implementation by phase, module, business unit, location, workstream, milestone, production release, or other agreed implementation stage.

Implementation deliverables may include business requirements, solution designs, configured functionality, workflows, reports, integrations, data migration activities, testing outcomes, training, production readiness activities, and other deliverables identified in the applicable Service Order Form, Statement of Work, or implementation plan.

Customer will review the applicable implementation deliverable within the agreed review period and will promptly:

(a) confirm its acceptance;

(b) identify any material non-conformities or deficiencies in reasonable detail; or

(c) provide any other feedback reasonably requested by HubbubHR to enable completion of the applicable implementation stage.

HubbubHR will use commercially reasonable efforts to address agreed material non-conformities that fall within the agreed implementation scope. Minor defects, cosmetic issues, enhancement requests, or matters that do not materially affect the agreed functionality of the applicable implementation deliverable will not prevent acceptance.

If Customer confirms acceptance, authorizes progression to the next implementation stage, places the applicable functionality into production, or otherwise uses the applicable implementation deliverable for operational purposes, that implementation deliverable will be deemed accepted.

Where Customer does not provide acceptance or identify any material non-conformities within the agreed review period, HubbubHR may reasonably rely upon the implementation deliverable as accepted for the purpose of progressing the implementation, unless Customer demonstrates that it was reasonably unable to complete its review within that period.

Customer acknowledges that implementation deliverables are reviewed and accepted progressively throughout the implementation to ensure continued alignment of business requirements, agreed scope, solution design, configuration, testing outcomes, implementation milestones, and project expectations.

Where the implementation is delivered in phases, modules, business units, locations, pilot deployments, or other staged releases, Customer’s approval to place any phase, module, or release into production constitutes acceptance of that phase, module, or release for operational use. Acceptance of one implementation phase does not affect the continuation or acceptance of subsequent implementation phases.

Following Customer’s acceptance, or deemed acceptance, of any implementation deliverable, milestone, phase, module, or production release, any subsequent request to modify the agreed business requirements, configuration, workflows, reports, integrations, implementation approach, or other previously accepted deliverables may constitute a change in scope and will be managed in accordance with Section 9.6 (Changes to Scope).

Customer acknowledges that responsibility for the final validation of Customer Data, business requirements, configuration, reports, workflows, integrations, security roles, and readiness for each production release remains with Customer prior to approving that release for operational use.

Nothing in this Section limits Customer’s rights to receive Technical Support, report software defects, or receive corrections for defects covered by this Agreement or the applicable Service Level Agreement.

10. REPRESENTATIONS, WARRANTIES AND INDEMNITIES

10.1 Mutual Representations and Warranties

Each party represents and warrants that:

(a) it is duly organized, validly existing, and has the legal authority to enter into and perform its obligations under this Agreement;

(b) the execution and performance of this Agreement has been duly authorized by all necessary corporate, organizational, or other internal approvals;

(c) entering into and performing this Agreement does not violate any applicable law or any agreement by which it is bound; and

(d) it will comply with all applicable laws and regulations in performing its obligations under this Agreement.

10.2 HubbubHR Warranties

HubbubHR represents and warrants that:

(a) it has the right to provide the Services and grant the subscription and other rights granted under this Agreement;

(b) the Services will perform substantially in accordance with the applicable Documentation when used in accordance with this Agreement and the Documentation;

(c) Professional Services will be performed with reasonable skill, care, and diligence by appropriately qualified personnel using generally accepted industry practices; and

(d) HubbubHR will provide the Services in accordance with applicable laws relating to the provision of the Services.

10.3 Customer Warranties

Customer represents and warrants that:

(a) it has the full legal authority to enter into this Agreement and to perform its obligations under this Agreement;

(b) the individual executing the applicable Service Order Form, Statement of Work, Change Request, Renewal Order Form, or otherwise accepting this Agreement on behalf of Customer has been duly authorized to bind Customer to this Agreement and the applicable document;

(c) it has obtained all rights, permissions, consents, and approvals necessary to provide Customer Data to HubbubHR for processing in connection with the Services;

(d) Customer Data and Customer’s use of the Services will comply with applicable laws and regulations;

(e) it will use the Services in accordance with this Agreement, the Documentation, and applicable law; and

(f) it has obtained all rights, permissions, consents, and approvals necessary for HubbubHR to process Customer Data in accordance with this Agreement and the Data Processing Agreement.

10.4 Warranty Limitations

Except as expressly provided in this Agreement, HubbubHR makes no representations, warranties, conditions, or guarantees relating to the Services, Documentation, Professional Services, Technical Support, or other services provided under this Agreement other than those expressly set out herein.

Without limiting the foregoing, HubbubHR does not warrant that responses, recommendations, summaries, classifications, or other outputs generated by AI-assisted functionality made available as part of the Services will be accurate, complete, current, or suitable for Customer’s intended purpose. AI-assisted functionality is intended to assist Authorised Users and does not replace Customer’s responsibility to review, validate, and exercise appropriate human judgment before relying upon or acting upon any AI-generated output.

To the fullest extent permitted by applicable law, HubbubHR disclaims all other warranties, representations, conditions, and guarantees, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, uninterrupted availability, or error-free operation.

Without limiting the foregoing, HubbubHR does not warrant that:

(a) the Services will operate without interruption or error;

(b) the Services will operate in combination with hardware, software, browsers, operating systems, networks, infrastructure, or third-party services not approved or supported by HubbubHR;

(c) the Services will satisfy requirements that are inconsistent with the applicable Documentation, Service Order Form, Statement of Work, agreed implementation scope, or Customer’s validated business requirements;

(d) Customer’s use of the Services will ensure compliance with laws, regulations, industry standards, or internal policies for which Customer is responsible;

(e) issues arising from inaccurate, incomplete, outdated, or incorrectly configured Customer Data, Customer requirements, Customer configuration, Customer-developed integrations, or changes made by Customer or third parties will not affect the operation, performance, or implementation of the Services.

Nothing in this Agreement excludes or limits any warranty that cannot lawfully be excluded or limited under applicable law.

10.5 Intellectual Property Indemnity

Subject to the terms of this Section, HubbubHR will defend Customer against any third-party claim alleging that Customer’s authorized use of the Services infringes any patent, copyright, trademark, or other intellectual property right and will indemnify Customer against any damages finally awarded by a court of competent jurisdiction or agreed in settlement by HubbubHR, provided that Customer:

(a) promptly notifies HubbubHR in writing of the claim;

(b) gives HubbubHR sole control of the defence and settlement of the claim; and

(c) provides HubbubHR with all reasonable information, assistance, and cooperation requested in connection with the defence of the claim, at HubbubHR’s expense.

This indemnity does not apply to the extent that the claim arises from:

(i) modifications to the Services made by or on behalf of Customer without HubbubHR’s authorization;

(ii) Customer’s combination of the Services with products, software, services, or equipment not supplied or approved by HubbubHR where the claim would not have arisen but for that combination;

(iii) Customer’s continued use of the Services after HubbubHR has provided a replacement, modification, or workaround intended to avoid the alleged infringement;

(iv) Customer’s use of the Services outside the scope of this Agreement, the Documentation, or the applicable Service Order Form; or

(v) Customer requirements, specifications, instructions, designs, or customizations requested by Customer where HubbubHR advised Customer of the potential infringement risk or where the claim would not have arisen but for those Customer requirements.

If HubbubHR reasonably believes that the Services are, or are likely to become, the subject of an infringement claim, HubbubHR may, at its option and expense:

(a) modify the affected Services so they become non-infringing while maintaining substantially equivalent functionality;

(b) replace the affected Services with functionally equivalent non-infringing services;

(c) obtain for Customer the right to continue using the affected Services; or

(d) if none of the foregoing is reasonably practicable, terminate Customer’s right to use the affected Services upon written notice and refund any prepaid, unused Subscription Fees attributable to the affected Services.

This Section 10.5 states HubbubHR’s sole and exclusive obligations, and Customer’s sole and exclusive remedy, with respect to any actual or alleged infringement or misappropriation of any Intellectual Property Rights arising from the Services or Customer’s authorised use of the Services.

11. Proprietary Rights

11.1 HubbubHR Intellectual Property

Customer acknowledges and agrees that, as between the parties, HubbubHR and its licensors own and retain all right, title, and interest, including all Intellectual Property Rights, in and to:

(a) the Services, the HubbubHR platform, software, Documentation, APIs, software updates, enhancements, modifications, releases, upgrades, derivative works, interfaces, user interfaces, reports, templates, tools, methodologies, know-how, and all other technology or materials developed, provided, or made available by HubbubHR;

(b) all Work Product created, developed, or delivered by HubbubHR in connection with this Agreement, except to the extent expressly agreed otherwise in writing;

(c) the HubbubHR name, trademarks, logos, branding, domain names, and other proprietary materials; and

(d) all improvements, enhancements, modifications, and derivative works relating to the Services or HubbubHR’s Intellectual Property Rights, whether developed before or during the term of this Agreement.

Except for the Subscription expressly granted under this Agreement, no ownership rights or other Intellectual Property Rights are transferred to Customer under this Agreement.

11.2 Customer Data and Customer Intellectual Property

As between the parties, Customer retains all right, title, and interest in and to:

(a) Customer Data;

(b) Customer’s trademarks, trade names, logos, branding, and other Customer-owned Intellectual Property Rights; and

(c) Customer’s business processes, policies, procedures, documentation, reports, and other materials supplied by Customer.

Nothing in this Agreement transfers ownership of Customer Data or Customer’s Intellectual Property Rights to HubbubHR.

Customer grants HubbubHR a non-exclusive, worldwide, royalty-free licence, for the duration of this Agreement, to host, retrieve, copy, process, transmit, store, back up, and otherwise use Customer Data solely to the extent necessary to provide, secure, maintain, support, improve, and operate the Services, perform Professional Services, comply with applicable law, and fulfil HubbubHR’s obligations under this Agreement and the Data Processing Agreement.

11.3 Feedback

Customer may provide suggestions, recommendations, enhancement requests, comments, or other feedback relating to the Services (“Feedback”).

Customer grants HubbubHR a perpetual, irrevocable, worldwide, royalty-free, transferable licence to use, modify, incorporate, and otherwise exploit such Feedback for any lawful purpose without restriction or obligation to Customer, provided that HubbubHR will not identify Customer as the source of any Feedback without Customer’s prior written consent.

11.4 Reservation of Rights

Except for the limited rights expressly granted to Customer under this Agreement, HubbubHR and its licensors reserve all right, title, and interest, including all Intellectual Property Rights, in and to the Services, Documentation, Work Product, APIs, software, technology, and all related materials.

No ownership rights or other licences are granted to Customer except as expressly set out in this Agreement. No rights or licences are granted by implication, conduct, estoppel, or otherwise.

12. Confidential Information

12.1 Confidential Information

For the purposes of this Agreement, “Confidential Information” means any non-public information disclosed by one party (“Disclosing Party“) to the other party (“Recipient“), whether in written, electronic, visual, oral, or any other form, that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of its disclosure.

Confidential Information includes, without limitation:

(a) the Services, software, Documentation, APIs, Work Product, product roadmaps, technical information, source code, object code, security information, pricing, business methods, methodologies, know-how, trade secrets, product plans, and other proprietary information of HubbubHR;

(b) Customer Data, Customer business information, business processes, organizational structures, policies, procedures, reports, business plans, commercial information, and other proprietary information of Customer;

(c) the terms of this Agreement, any Service Order Form, Statement of Work, pricing, commercial terms, implementation plans, and project documentation; and

(d) any other information designated as confidential by either party or which should reasonably be understood to be confidential.

12.2 Confidentiality Obligations

Each Recipient will:

(a) protect the Confidential Information of the Disclosing Party using at least the same degree of care it uses to protect its own confidential information of a similar nature, and in any event no less than a reasonable standard of care;

(b) use the Confidential Information solely for the purpose of exercising its rights and performing its obligations under this Agreement;

(c) not disclose the Confidential Information to any third party except to its employees, contractors, professional advisers, Affiliates, or subcontractors who have a legitimate need to know such information for the purposes of this Agreement and who are bound by confidentiality obligations no less protective than those contained in this Agreement; and

(d) remain responsible for any breach of this Section by persons to whom it discloses Confidential Information.

12.3 Protection of Confidential Information

Each party will implement and maintain appropriate administrative, physical, and technical safeguards designed to protect the confidentiality, integrity, and security of the other party’s Confidential Information against unauthorized access, disclosure, alteration, or destruction.

Each party will promptly notify the other party upon becoming aware of any actual or reasonably suspected unauthorized access to, disclosure of, or use of the other party’s Confidential Information and will cooperate in good faith to investigate and mitigate the effects of such incident.

12.4 Exclusions

Confidential Information does not include information that the Recipient can demonstrate:

(a) was lawfully known by the Recipient without restriction before disclosure by the Disclosing Party;

(b) becomes publicly available through no breach of this Agreement by the Recipient;

(c) is lawfully received from a third party without breach of any confidentiality obligation; or

(d) is independently developed by the Recipient without reference to or use of the Disclosing Party’s Confidential Information.

12.5 Required Disclosure

A Recipient may disclose Confidential Information to the extent required by applicable law, regulation, court order, or governmental authority, provided that, where legally permitted, the Recipient gives the Disclosing Party prompt written notice before making the disclosure and reasonably cooperates, at the Disclosing Party’s expense, in any effort to obtain confidential treatment or otherwise limit the required disclosure.

12.6 Return or Destruction

Upon the written request of the Disclosing Party or upon termination or expiration of this Agreement, the Recipient will promptly return or securely destroy the Disclosing Party’s Confidential Information, except where:

(a) applicable law requires its retention;

(b) the information is retained in routine backup or archival systems in accordance with the Recipient’s standard business continuity and disaster recovery procedures; or

(c) retention is otherwise permitted under this Agreement, the Data Processing Agreement, or applicable law.

Any retained Confidential Information will remain subject to the confidentiality obligations set out in this Agreement for as long as it is retained.

12.7 Continuing Obligations

The obligations contained in this Section will survive the expiration or termination of this Agreement.

Confidentiality obligations relating to Customer Data, personal data, trade secrets, source code, security information, and other Confidential Information that remains confidential by its nature will continue for so long as such information remains confidential or as otherwise required by applicable law.

13. Limitation of Liability

13.1 Exclusion of Certain Damages

To the fullest extent permitted by applicable law, neither party will be liable to the other for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of profits, revenue, anticipated savings, business opportunities, goodwill, reputation, contracts, productivity, or use, or for any loss, corruption, or inaccuracy of data, except to the extent expressly provided in this Agreement or the applicable Data Processing Agreement, or for the cost of procuring substitute goods or services, arising out of or in connection with this Agreement, whether arising in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution, or otherwise, even if the possibility of such damages was foreseeable or either party had been advised of the possibility of such damages.

Neither party will be liable for any failure or delay arising from third-party software, products, services, infrastructure, telecommunications providers, internet connectivity, or other systems not under that party’s reasonable control.

13.2 Limitation of Liability

Subject to Section 13.3, the aggregate liability of HubbubHR arising out of or in connection with this Agreement, whether arising in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution, or otherwise, will not exceed the total Subscription Fees and Professional Services Fees actually paid or payable by Customer under this Agreement during the twelve (12) months immediately preceding the first event giving rise to the claim.

Where multiple claims arise from the same or substantially related events, acts, omissions, or circumstances, those claims will be treated as a single claim for the purposes of calculating the liability limit under this Section.

13.3 Exceptions

The limitations and exclusions of liability contained in this Section do not apply to:

(a) either party’s liability for fraud or fraudulent misrepresentation;

(b) either party’s liability for death or personal injury caused by its negligence where such liability cannot lawfully be excluded or limited;

(c) Customer’s obligation to pay all fees and other amounts properly due under this Agreement;

(d) HubbubHR’s obligations under Section 10.5 (Intellectual Property Indemnity);

(e) either party’s infringement or misappropriation of the other party’s Intellectual Property Rights; or

(f) any liability that cannot lawfully be excluded or limited under applicable law.

13.4 Allocation of Risk

The parties acknowledge that the fees payable under this Agreement reflect the allocation of risk between the parties, including the limitations and exclusions of liability set out in this Section, and that each party has entered into this Agreement in reliance upon those limitations.

The limitations and exclusions contained in this Section apply regardless of the form of action, whether arising in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution, or otherwise, and will survive the expiration or termination of this Agreement.

14. General

14.1 Compliance by Customer

Customer is responsible for ensuring that its Authorised Users, employees, contractors, Affiliates, agents, and any other persons acting on its behalf comply with this Agreement. Customer is responsible for all acts and omissions of such persons in connection with the Services as if they were Customer’s own acts and omissions.

14.2 Amendments

No amendment, modification, or variation of this Agreement will be effective unless it is made in writing and signed by duly authorised representatives of both parties, except where this Agreement expressly permits amendment through a Service Order Form, Statement of Work, or other document entered into pursuant to this Agreement.

14.3 Waiver

No failure or delay by either party in exercising any right or remedy under this Agreement will operate as a waiver of that right or remedy. Any waiver must be in writing and signed by the party granting the waiver. A waiver of any breach will not constitute a waiver of any subsequent breach or default.

14.4 Interpretation

Headings are included for convenience only and do not affect the interpretation of this Agreement.

Unless the context requires otherwise:

• words importing the singular include the plural and vice versa; 
• references to a person include an individual, corporation, partnership, trust, government authority, or other legal entity; and 
• references to one gender include all genders.

14.5 Relationship of the Parties

The parties are independent contractors.

Nothing in this Agreement creates any partnership, joint venture, agency, employment, fiduciary, or other similar relationship between the parties.

Neither party has authority to bind or incur obligations on behalf of the other.

Customer acknowledges that HubbubHR exercises no control over Customer’s business operations, employment practices, personnel decisions, compensation decisions, or the manner in which Customer uses the Services.

14.6 Assignment

Neither party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other party, such consent not to be unreasonably withheld, conditioned, or delayed.

Notwithstanding the foregoing:

(a) Customer may assign this Agreement to an Affiliate as part of an internal corporate reorganization provided Customer remains responsible for its obligations unless otherwise agreed.

(b) HubbubHR may assign this Agreement without Customer’s consent in connection with a merger, acquisition, corporate reorganization, financing transaction, or sale of all or substantially all of its business or assets relating to the Services.

This Agreement is binding upon and will inure to the benefit of the parties and their respective permitted successors and assigns.

14.7 Authority

Each party represents and warrants that the individual executing this Agreement, any Service Order Form, Statement of Work, Change Request, Renewal Order Form, amendment, or any other document entered into pursuant to this Agreement on its behalf has full authority to bind that party to the applicable agreement or document.

Each party further represents and warrants that it has obtained all necessary corporate, organizational, or internal approvals required to enter into and perform its obligations under this Agreement.

14.8 Injunctive Relief

Customer acknowledges that a breach of this Agreement relating to HubbubHR’s Intellectual Property Rights, Confidential Information, the Services, Documentation, APIs, or other proprietary rights may cause HubbubHR irreparable harm for which monetary damages alone would not be an adequate remedy.

Accordingly, in addition to any other rights or remedies available at law or in equity, HubbubHR will be entitled to seek immediate injunctive relief, specific performance, or other equitable remedies without the necessity of proving actual damages or posting security or bond, to the extent permitted by applicable law.

14.9 Governing Law

This Agreement is governed by and will be construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict of law principles.

14.10 Jurisdiction

The parties irrevocably submit to the non-exclusive jurisdiction of the courts of the Province of British Columbia, Canada, for the resolution of any dispute arising out of or in connection with this Agreement.

14.11 Notices

Any notice required or permitted under this Agreement must be in writing and will be deemed duly given when delivered personally, sent by recognised courier, sent by registered mail, or sent by email to the contact details specified in the applicable Service Order Form or otherwise designated by the receiving party.

A notice will be deemed received:

(a) if delivered personally, on delivery;

(b) if sent by recognised courier, on confirmed delivery;

(c) if sent by registered mail, five (5) Business Days after posting; or

(d) if sent by email, on the sender’s receipt of confirmation that the email has been successfully transmitted, provided that no automated message indicating delivery failure has been received.

Either party may change its notice address or email address by giving written notice to the other party in accordance with this Section.

14.12 Electronic Execution

This Agreement and any Service Order Form, Statement of Work, Change Request, Renewal Order Form, amendment, or other document entered into pursuant to this Agreement may be executed in one or more counterparts, including by electronic signature, PDF, or other legally recognized electronic means, each of which will be deemed an original and together will constitute one agreement.

14.13 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect.

The parties will negotiate in good faith to replace any invalid or unenforceable provision with a valid provision that most closely reflects the original commercial intent.

14.14 Force Majeure

Neither party will be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, fire, flood, pandemic, epidemic, war, terrorism, civil unrest, labour disputes, governmental action, interruption of utilities, telecommunications failures, internet outages, or failures of third-party service providers.

The affected party will promptly notify the other party of the force majeure event and will use commercially reasonable efforts to mitigate its effects and resume performance as soon as reasonably practicable.

14.15 Entire Agreement

This Agreement, together with all Service Order Forms, Statements of Work, schedules, exhibits, policies, the Data Processing Agreement, and any other documents expressly incorporated by reference, constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior or contemporaneous agreements, representations, negotiations, communications, and understandings, whether written or oral.

14.16 Survival

The expiration or termination of this Agreement will not affect any rights, obligations, or liabilities of either party that have accrued prior to such expiration or termination.

Any provision of this Agreement which, by its nature or express terms, is intended to survive the expiration or termination of this Agreement, including, without limitation, provisions relating to payment obligations, Confidential Information, Intellectual Property Rights, Customer Data, ownership of Work Product, representations and warranties, warranty disclaimers, indemnities, limitations and exclusions of liability, dispute resolution, governing law, jurisdiction, and any other provisions necessary to give effect to their purpose, will survive the expiration or termination of this Agreement.

HubbubHR Subscription Agreement | Terms & Conditions | Version 2026.1