Terms of Use

Last updated: July 2024
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PLEASE READ THESE TERMS OF USE (“Terms of Use” or “Terms”) CAREFULLY. This website and the information on it are controlled by HubiFi. These Terms of Use govern (1) the use of the website and apply to all internet users visiting the website by accessing or using the website in any way, including the services and resources available or enabled via the website; and (2) any applicable  Master Services Agreement (MSA) or Order Form which references these Terms of Use, or into which these Terms of Use are incorporated.
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BY BROWSING THE WEBSITE, USING THE HUBIFI APPLICATION AND/OR EXECUTING AN MSA OR ORDER FORM THAT REFERENCES THESE TERMS, OR INTO WHICH THESE TERMS OF USE ARE INCORPORATED, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS OF USE, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH HUBIFI, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS OF USE PERSONALLY OR ON BEHALF OF THE ENTITY YOU HAVE NAMED AS THE USER, AND TO BIND THAT ENTITY TO THESE TERMS OF USE.

Section 1: Definitions
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1.1 “HubiFi” means HubiFi Corporation.
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1.2 “HubiFi API” means any application programming interface (API) owned and operated by HubiFi.
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1.3 “Order” means a written order for the purchase of Products and/or Services from HubiFi, including but not limited to the purchase of Products and/or Services pursuant to a Master Services Agreement, mutually agreed upon by HubiFi and You, which references these Terms of Use.
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1.4 “Products” means the physical/tangible products produced and sold by HubiFi.
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1.5 “Service” means any service and/or hosted software application provided by HubiFi via Website or Application.
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1.6 “Third Party Product” means any application, website, API, product, software, equipment, or hardware, manufactured, produced, or provided by anyone other than HubiFi.
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1.7 “Third Party Provider" has the meaning set forth in Section 4.4.
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1.8 “Third Party Service” means any service that is produced or provided by anyone other than HubiFi.
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1.9 “You” means you individually or the legal entity on an Order or MSA named as a user when you register on the Website and/or purchase Products.
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1.10 “Website” means any web domain owned, operated, branded or co-branded by HubiFi.
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1.11  “Application” means any software program owned, operated, branded or co-branded by HubiFi.
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Section 2: Updates & Supplemental Terms
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2.1 Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms of Use or will be presented to You for Your acceptance when You sign up to use any Supplemental Service. If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. The Terms of Use and any applicable Supplemental Terms are referred to herein as the “Terms”.
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2.2 The Terms of Use refer to our Privacy Policy, which also governs Your use of the Services.
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2.3 PLEASE NOTE THAT THE TERMS ARE SUBJECT TO CHANGE AT ANY TIME IN HUBIFI’S SOLE DISCRETION. When changes to the Terms of Use are made, HubiFi will make the updated Terms of Use available on the Website and any new Supplemental Terms will be made available from within, or through, the affected Service on the Website. HubiFi will also change the “Last Updated” date at the top of the Terms of Use to indicate an update has been made. HubiFi may or may not require You to provide consent to the updated Terms in a specified manner before further use of the Website and/or Service is permitted. If You do not agree to any change(s) after receiving a notice of such change(s), You must stop using the Website and/or Service. If You do not immediately cease using the Website and/or Services following such update or change, regardless of whether you have received a notice of such changes, Your continued use of the Website and/or Service constitutes Your acceptance of such updated Terms including any changes.
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Section 3: Account Creation & Use
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3.1 In order to access certain Services, You must create an account with HubiFi with a valid email address and password (an “Account”).
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3.1.1 By creating an Account, You are confirming that any and all information You provide upon registration is accurate and complete. You are also certifying that you are (1) over the age of 18, and (2) allowed to legally use these services in the US and other countries and are not barred from doing so by any legal entities.
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3.1.2 Only one Account may be created per unique email address.
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3.1.3 You are responsible for the confidentiality of Your login information and are fully responsible for the activities of Your Account, as well as all activities, communications or behaviors that occur under Your Account or with any Products and Services connected to Your Account.
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3.1.4 You agree to notify HubiFi immediately if You have reason to believe Your Account has been compromised or You suspect unauthorized use of Your Account. HubiFi cannot and will not be liable for any loss or damage arising from Your failure to comply with the above requirements.
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3.2 After You have created an Account, You may connect certain Products and Third Party Products to Your Account, in order to enable You to use certain Services provided by HubiFi (“Connected Products”). You hereby grant HubiFi the ability to access, interact with and otherwise use any and all Connected Products in order to provide You the Services.
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3.3 HubiFi reserves the right to revoke Your access to Your Account, and/or suspend the Services if it believes You are engaged in (1) activities that violate these Terms, or any (2) unauthorized or illegal activities.
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3.4 After Your Account has been initially set-up, these Terms will be binding on any active users of Product or Services. You, the Account creator, will continue to be responsible for all Connected Products, including any access to or use of Connected Products by any end users of Your Account. All end users of Your Account are subject to and bound by these Terms.
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3.5 You are solely responsible for informing any person and/or entity to whom You provide access to Connected Products of their responsibilities and obligations hereunder. You agree to indemnify, defend and hold harmless HubiFi and its affiliates, and their respective officers, directors, employees, contractors, agents, successors and assigns (collectively, “HubiFi Parties”) from and against any damages, liabilities, losses, judgments, settlements, penalties, costs and expenses (including reasonable attorneys’ fees) (“Losses”) that are incurred by the HubiFi Parties in connection with or related to Your breach of this Section.
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3.6 You are solely responsible for your Connected Products and related issues.

Section 4: Use of HubiFi Website, Application, Products and Services
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4.1 You agree to abide by all applicable local, state, national, foreign, and international laws, and regulations in connection with Your access to and use of the Website, Application, Products and Services.
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4.2 You further agree to not use the Website, Application or any Products or Services to: (a)  disobey any requirements, procedures, policies or regulations of networks connected to the Products or Services; (b) engage in or assist with, or enable others to engage in, illegal or fraudulent activities; (c) access or attempt to access the accounts, materials, information, computer systems, networks or devices owned or created by HubiFi or otherwise (d) violate, tamper with, or circumvent the encryption codes or technological protection measures or (e) solicit personal information from anyone under the age of 18.
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4.3 You acknowledge and agree that You are solely responsible for compliance with all legal and regulatory requirements related to Your products and projects, and any use of the Products or Services.
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4.4 HubiFi may provide an opportunity to interact with, interface with, and use Third Party Products.
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4.4.1 Third Party Products and Third Party Services are provided by third parties (“Third Party Providers”) that HubiFi does not own or control. As such, You acknowledge and agree that HubiFi shall not be responsible or liable for the quality, nature, reliability, accuracy, completeness, timeliness, truthfulness or legality of any Third Party Products or Third Party Services. Furthermore, You understand that the access to and use of Third-Party Products and Third Party Services are solely determined by the relevant Third Party Providers. HubiFi will have no liability to You for any lack of availability or failure of any Third Party Products or Third Party Services, or any Third Party Provider’s decision to discontinue, suspend or terminate access to any Third Party Products or Third Party Services.
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4.4.2 You hereby release the HubiFi Parties from any Losses, including personal injuries, death, and property damage, that are either directly or indirectly related to or arise from (1) the behavior or actions of Third Party Products or Third Party Services or the relevant Third Party Providers, or (2) resulting from Your use of the Third Party Products or Third Party Services. If You are a California resident, You hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.” The foregoing release does not apply to any claims, demands or any Losses arising from any unconscionable commercial practice by any HubiFi Parties, or such party’s fraud, deception, false promise, misrepresentation or concealment, suppression, or omission of any material fact in connection with the Website, Application or any Services provided hereunder.
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4.5 You may access and use HubiFi Applications and APIs in order to control, access or provision access to Your Account and Connected Products. You may only use HubiFi Applications and APIs for the sole purpose of accessing and using the Services for your internal business purposes. HubiFi reserves the right at any time to modify or discontinue, temporarily or permanently, Your access to HubiFi Applications or APIs (or any part of Services thereof) with or without notice.
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4.6 You shall not (a) modify, translate, adapt, merge, make derivative works of, or reverse engineer any part of the Website, Application, Products, HubiFi APIs or Services or (b) access the Website, Application, or Services in order to build a similar or competitive website, application or service.
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4.7 You acknowledge and agree that: (a) you will comply with all applicable laws, rules and regulations in relation to your use of the Website, Application, Products, APIs and Services or (b) your access to and use of any Products or Services, or any portion thereof, may be withdrawn or suspended in order to comply with applicable laws, rules and regulations.
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4.8 The Website, Application, Products, APIs, and Services are the sole and exclusive property of HubiFi and its suppliers. Except as expressly set forth herein, no other rights are granted to You.
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4.9 You hereby grant to HubiFi a non-exclusive, transferable, sub-licensable (through multiple tiers), irrevocable, royalty-free and fully paid-up right and license to access and use any data, information, files or other content (“Your Data”) that You, or any end users of Connected Products upload, transfer, provide, transmit, or otherwise make available (collectively, “Make Available”) to HubiFi via the Services, for the purpose of providing the Services. HubiFi acknowledges and agrees that, as between You and HubiFi, You are the sole and exclusive owner of Your Data. You represent and warrant that You have provided all notices and obtained all rights and consents necessary to grant HubiFi the foregoing license.
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4.10 We will only use Your Data as set out in HubiFi’s Privacy Policy.
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4.11 You acknowledge and agree that You shall not enter or store any personal data of You or any other third party on the Website or within the Service. In the event any personal data owned by You or any other third party has been entered on the Website or the Service, You shall immediately inform HubiFi and delete the personal data in question. Failure to comply with this Section 4.12 is a material breach of these Terms, and HubiFi shall have the right to immediately terminate your access to the Website and Services.
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Section 5: Confidential Information
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Confidential Information (as defined below) of You or HubiFi shall be governed by the confidentiality and non-disclosure provisions set forth below.
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5.1 Definition of Confidential Information. “Confidential Information” means any oral, written, graphic or machine-readable information of a party including, but not limited to, that which relates to business plans or practices, concepts, experimental work or prototypes, costs, sources of supply, pricing methods, client lists, prospective client lists, trade secrets, designs, know-how, inventions, operations, the marketing or promotion of products or services, patents, patent applications, research, product plans, products, developments, inventions, processes, designs, drawings, engineering, formulae, markets, software (including source and object code), hardware configuration, computer programs, algorithms, regulatory information, medical reports, clinical data and analysis, biological materials, chemical formulas, agreements with third parties, services, customers or finances of the disclosing party, which Confidential Information is designated in writing to be confidential or proprietary, or if given orally, is confirmed in writing as having been disclosed as confidential or proprietary within a reasonable time (not to exceed thirty (30) days) after the oral disclosure.
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5.2 Nondisclosure of Confidential Information.  You and HubiFi agree not to use, disclose, or permit disclosure of any Confidential Information disclosed in connection with Your use of the Website and Service, other than to You or HubiFi’s directors, officers, employees, consultants, and agents who are required to have the information in order to use the Service and Website. You and HubiFi agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of You or HubiFi’s Confidential Information in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under these Terms to have any such information. Such measures shall include, but not be limited to, the highest degree of care to protect You and HubiFi’s Confidential Information of a similar nature, which shall be no less than reasonable care.
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Section 6 Warranty; Warranty Disclaimer
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6.1 HubiFi does NOT warrant that (i) Services and Products will meet Your specific requirements, (ii) Services and Products will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of Services and Products will be accurate or reliable, (iv) the quality of any Services, Products, information, or other material purchased or obtained by You through will meet Your expectations, and (v) any errors in the Service or Products will be corrected. HUBIFI EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AS TO ITS SERVICES, PRODUCTS AND WEBSITE. HUBIFI EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR THIRD PARTY PRODUCTS AND THIRD PARTY SERVICES THAT ARE INCORPORATED INTO THE PRODUCTS AND SERVICES.
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6.2 Services may be subject to sporadic interruptions and failures for a variety of reasons beyond HubiFi’s control.  You acknowledge these limitations and agree that HubiFi is not responsible for any damages allegedly or actually caused by the failure or delay of the Services whether or not due to HubiFi or a Third Party Provider.
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6.3 You acknowledge that HubiFi uses Third Party Providers to enable aspects of the Services and Products, including, but not limited to data storage, internet connectivity, synchronization, and communication through third-party servers. HubiFi does not control and is not responsible for the acts or omissions of such Third Party Providers and expressly disclaims any liability or responsibility for any such acts or omissions.
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Section 7: Limitation of Liability
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7.1 You expressly understand and agree that neither HubiFi nor its Third Party Providers shall be liable for any damages, including but not limited to indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if HubiFi has been advised of the possibility of such damages) resulting from: (i) the cost of procurement for substitute products or services; (ii) the interruption of use or loss or corruption of data; (iii) actions or choices by any third parties using Services or Products; (iv) the interruption of access to or inability to access Services; (vi) Access, authorized or unauthorized, to Your data, or Your devices (HubiFi Products or otherwise) making use of Services; (v) Your use of the Services (including the APIs or Third-Party Products that access data via the APIs) or Products; and (vi) Your inability to access Services or Products due to failures of Third Party Providers, including but not limited to cellular connectivity providers. In no event shall HubiFi’s aggregate liability to You exceed an amount equal to the amounts paid by You during the six (6) month period immediately preceding the event(s) giving rise to liability hereunder.
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7.2 Force Majeure: HubiFi will not be liable for delays in processing or other nonperformance caused by such events as fires, telecommunications failures, utility failures, power failures, equipment failures, labor strife, riots, war, terrorist attack, nonperformance of our Third Party Providers, acts of God, or other causes over which HubiFi has no reasonable control.
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7.3 You expressly understand and agree that you have no contractual relationship whatsoever with any Third Party Providers, including any affiliates or contractors of such Third Party Provider (collectively, “Providers”) and that you are not a third party beneficiary of any agreement with any such Third Party Provider. To the fullest extent permitted by law, you hereby waive any and all claims or demands therefor. You expressly release each HubiFi, its affiliates, and Third Party Provider, from any and all liability with respect to HubiFi’s Services and Products, and You covenant not to bring any action against any such Third Party Provider arising out of or relating to the HubiFi Services or Products. In the event of any breach of the foregoing covenant not to sue, You agree to indemnify HubiFi, to the fullest extent permitted by applicable law, against any and all resulting damages (including without limitation to the extent owed by HubiFi to a Third Party Provider), notwithstanding any limitation of liability herein.
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Section 8: Indemnification
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You agree to indemnify, defend and hold the HubiFi Parties harmless from and against any and all Losses incurred by the HubiFi Parties in connection with any action, claim or suit arising out of or relating to Your breach of these Terms; Your violation of any applicable laws, rules or regulations; any dispute between You and any of Your suppliers, vendors, distributors, OEMs, resellers or customers; or Your use of Products or Services, including without limitation, Your use of Products or Services in a project, product, or any other item that You sell, pass or give to another person.

Section 9: Termination
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9.1 If HubiFi becomes aware of any possible violations by You of the Terms, HubiFi reserves the right to investigate such violations. If, as a result of the investigation, HubiFi believes that criminal activity has occurred, HubiFi reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. HubiFi is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Website, Application, or Services, including Your Data, in HubiFi’s possession in connection with Your use of the Website or Services, to (1) comply with applicable laws, legal process or governmental request, (2) enforce the Terms, (3) respond to any claims that Your Data violates the rights of third parties, (4) respond to Your requests for customer service, or (5) protect the rights, property or personal safety of HubiFi, its users or the public, and all enforcement or other government officials, as HubiFi in its sole discretion believes to be necessary or appropriate.
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9.2 In the event HubiFi determines, in its sole discretion, that You have breached any portion of these Terms, or have otherwise demonstrated conducted inappropriate for the Website and/or Services, HubiFi reserves the right to:
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9.2.1 Warn You via email that You have violated the Terms;
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9.2.2 Delete Your Data;
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9.2.3 Discontinue Your receipt of any Services;
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9.2.4 Notify and/or send Your Data to and/or fully cooperate with the proper law enforcement authorities for further action; and/or
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9.2.5 Pursue any other action which HubiFi deems to be appropriate.
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Section 10: Everything Else
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10.1 You agree, upon HubiFi’s reasonable request, to participate in the reasonable marketing activities of HubiFi related to the Service, including providing references to HubiFi’s potential customers. You further agree that HubiFi may use Your name(s), trade name(s) and logo(s) on HubiFi’s website and promotional materials, and that HubiFi may disclose the fact that You are a customer of HubiFi.
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10.2 These Terms and Conditions shall be governed by the laws of the State of Ohio, USA, without reference to conflicts of law principles.
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10.3 All claims and disputes arising under or relating to the Terms are to be settled by binding arbitration in the state of Ohio within Franklin County.
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10.4 Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
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10.5 The Terms, and Your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by You without HubiFi’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
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10.6 The section headers in the Terms are for structure only.
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10.7 Questions about these Terms can be sent to privacy@hubifi.com.
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10.8 If any portion of these Terms is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
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10.9 Where HubiFi requires that You provide an email address, You are responsible for providing HubiFi with Your most current email address. In the event that the last email address You provided to HubiFi is not valid, or for any reason is not capable of delivering to You any notices required/permitted by the Terms, HubiFi’s dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to HubiFi at the following address: 21 East State St., Suite 200, Columbus, Ohio 43215. Such notice shall be deemed given when received by HubiFi by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
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10.10 The Terms are the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter. In the event of any conflict between these Terms and an Order or MSA, the Order or MSA, as applicable, shall control solely to the extent of such conflict.