IHUBApp Terms of Service
PLEASE READ THESE TERMS CAREFULLY — This agreement governs your use of IHUBApp Platform.
Our IHUBApp Terms of Service is a contract that governs use of IHUBApp Platform. It consists of the following documents:
Understanding This Agreement in Plain Language
IHUBApp is a product of InspireHUB, a wholly owned subsidiary of Gloo, LLC. Gloo, LLC is a subsidiary of Gloo Holdings, Inc. Together, these entities bring enterprise-grade governance, security oversight, and financial stability to the IHUBApp platform.
InspireHUB operates three independent regional instances of IHUBApp — in Canada, the United States, and Australia — each hosted locally and governed in accordance with the privacy and data protection laws of that jurisdiction. Depending on where your Hub is hosted, your contract will be with one of the following entities:
InspireHUB Canada Holdings Inc. and InspireHUB Australia Pty Ltd are wholly owned subsidiaries of Gloo, LLC. Gloo, LLC is itself a wholly owned subsidiary of Gloo Holdings, Inc. The entity you are contracting with is referred to throughout this Agreement as "InspireHUB," "we," "us," or "our."
This first part highlights what you are purchasing and explains how we do business. Part 2 contains the full legal terms. This guide covers:
- Obtaining a license to use IHUBApp
- Understanding why pricing and terms can change
- Your responsibilities in securing your IHUBApp
- Your responsibilities for user privacy and data protection
- Understanding where data is stored
Obtaining a License with InspireHUB
IHUBApp offers the opportunity to build next-gen apps and digital experiences.
a. IHUBApp Licensing. There are two ways that licenses are purchased by clients and there are certain restrictions depending on how you purchase this license.
i. Direct IHUBApp Licenses from InspireHUB. Pricing and terms are dependent upon the specific license that you are purchasing and are detailed in the description with your online checkout. Certain promotions and offers are only available through InspireHUB's verified affiliates and partners. Should a customer inquire about an offer that belongs to an InspireHUB affiliate or partner, InspireHUB will refer the brand or customer to the appropriate party.
ii. InspireHUB Verified Affiliate or Partner. If you are an InspireHUB Affiliate or Partner, as a Verified Agent, you can purchase licenses using your affiliate link or custom code for each individual IHUBApp that you are building for your clients. Due to privacy laws, you are not allowed to transfer any IHUBApp license between clients (and digital experiences) without appropriate consent and legal agreements. You are fully responsible for ensuring your hubs are held in compliance with all appropriate privacy legislation.
Understanding Why the Pricing and Terms Can Change
At InspireHUB, we understand that what you are building may be mission critical while you are carefully budgeting for future success. We make every effort to be a business of integrity and to be sensitive to this.
It's important to understand that you are purchasing a subscription service and that rising costs may mean we have to make the difficult decision to increase our prices. A large portion of our pricing is around helping you host and secure your data. We do this through third parties such as Microsoft Azure, Cloudflare and others. If for some reason the price we are charged increases, this will have an impact on our pricing for our customers.
All of these variables mean we must reserve the right to change our pricing and our terms at any time. If the change of price involves an increase, you will be provided 30 days advance notification. If you decide to not proceed at the increased price, you will be provided 60 days' notice at your existing rate as you make your transition.
Securing Your IHUBApp
IHUBApp Platform is a controlled system and we only allow verified developers to work on our platform in very specific ways. InspireHUB contracts with various cyber security and privacy firms to help us manage data security. We cannot possibly know all the different Hubs that people may build, so while we do everything possible to ensure that what you do stays private and secure, we cannot take responsibility for what you, or your developers or users may do with the IHUBApp.
Your data (which does belong solely to you when you purchase a license) is only as secure as the efforts you put around what you build, how much effort you put into educating your users on how to be digitally safe, and the types of controls that your organization has put in place.
InspireHUB is committed to supporting our clients in building secure digital experiences. Security guidance and resources are available through our support documentation at support.ihub.app.
Your Responsibilities for User Privacy and Data Protection
The content and communication possibilities of IHUBApp are only as limited as your imagination. These possibilities come with the responsibility of respecting the privacy and personal data rights of the users and individuals whose personal information is used in or posted on the IHUBApp.
We are always working to ensure IHUBApp facilitates compliance, but ensuring content and communications meet privacy and data protection requirements remains entirely your responsibility. If we become aware of any breach or non-compliance, we reserve the right to remove Hub(s) you have built to avoid harm to users or individuals affected.
Your users have privacy rights — including the right to access, correct, or request deletion of their personal information. As the Hub Owner, you are responsible for responding to those requests. InspireHUB will support you in doing so. For InspireHUB's own privacy practices, visit inspirehub.com/privacy.
Understanding Where Data Is Stored
IHUBApp is available in three countries and has set up independent instances of our technology in each: the USA, Canada, and Australia. InspireHUB's default is to set up new Hubs for our customers on our USA instance. For Canadian and Australian organizations that require their data to be hosted on their respective country soils, InspireHUB provides the ability to do so. The request must be made in advance of the initial setup.
In certain circumstances, InspireHUB can migrate your Hub from one regional instance to another — for example, if you initially set up in the wrong country. This is a professional service with associated fees and requires advance planning. See Section 2.15 for full details.
InspireHUB makes every effort to educate our customers to use the regional instances of our platform that are optimal for their purposes, but ultimately it is your responsibility to ensure compliance as it pertains to data and privacy.
IHUBApp Client Terms of Service
This agreement is between you the ("Client") and us ("InspireHUB") and outlines the licensing terms of subscribing to use IHUBApp ("Product") which you are purchasing. From time to time, we may update these terms. When our terms are updated, the Hub Owner will receive notice by email and we will also place an update under "Updates" on IHUBApp Builder Dashboard.
If you are accepting this Agreement on behalf of a company or other entity, you are representing that you have the authority to bind such entity to this Agreement.
This agreement is made up of three main sections. Please ensure you read these terms carefully.
1.0 Definitions
Defined terms help to make the interpretation of our agreement easier to understand. All capitalised terms used throughout this Agreement are defined below.
means any of the additional services and modules offered by IHUBApp Platform including but not limited to text notifications, forms, and other integrations.
means any entity which directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement. For purposes of this definition, control means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
any business or company that provides a range of marketing or other related business services to their clients and/or customers for the purpose of building up brands, growing businesses, or bringing their experience to assist in the operations of any business or company.
means this IHUBApp License Agreement between Client and InspireHUB.
means the client's white-labeled individual IHUBApp that is built and hosted using the "IHUBApp Platform" which is InspireHUB's award-winning and patent-pending enterprise cloud-based messaging and notification software that uses PWA technology.
means the period for which you agree to prepay fees based on the online check-out order form that you have selected, which will be the same as or shorter than the Subscription Term as specified in the Purchase Order Form.
means 9:00am–5:00pm EST, Monday to Friday.
means a Hub user who has full access to all functionality of the Channel with the ability to create channel roles and suspend the channel.
means the legal entity agreeing to this Agreement, being either an individual, company, organization or entity registering with InspireHUB to use the Application.
means all information that you submit or collect (including through Users and User activity) via the Subscription Service. Client Data does not include InspireHUB Content.
means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential, including all information concerning Disclosing Party's Clients, products, marketing plans, technical data, business plans, finances, research, and the terms and conditions of this Agreement. Confidential Information shall not include any information that is or becomes generally known to the public without breach, was known to the Receiving Party prior to disclosure, is received from a third party without breach, or was independently developed by the Receiving Party. Subject to the foregoing, Client Data shall be Confidential Information regardless of whether it is designated as confidential.
means the professional services provided to you by us, which may include training services, installation, integration or other consulting services.
means anyone who uses IHUBApp to consume information, purchase tickets, or purchase other materials made available through the IHUBApp.
means any content uploaded by Users through and to the Application.
means any user who has either submitted or been granted access to publish content to a Hub.
means all materials that you provide or post, upload, input or submit for public display through the Subscription Service.
means the act undertaken by an InspireHUB support representative, at the explicit prior authorisation of the Client, of temporarily accessing the Subscription Service as a specific user in order to troubleshoot a technical issue that user is experiencing. All Delegated Support Access sessions are logged in InspireHUB's internal audit system. Delegated Support Access will not be conducted without Client authorisation.
means any digital solution that is web-enabled and built on IHUBApp including but not limited to apps, websites, portals, hubs, internets, and extranets.
means the user guides, manuals, handbooks and other written or electronic materials furnished by InspireHUB in conjunction with the Technology.
means the legal agreement between the Client and their end-user which outlines the details of how the Client will engage with their users who register to engage with IHUBApp they have created.
means any individual Hub that is built using InspireHUB's proprietary technology platform known as IHUBApp.
means an IHUBApp User who has full access to all functionality of IHUBApp (ex. Analytics, Billing, Company Profile, Users etc.). There can only be ONE owner. Changing the Owner is an InspireHUB only function.
means the proprietary InspireHUB technology which InspireHUB has the right to license and enables our Clients the ability to build any digital experience using the tools and services available through the IHUBApp.
means the data processing terms which can be found on our website at https://www.inspirehub.com/dpa.
means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into the Subscription Service or Consulting Services.
means any material conceived or produced in the furtherance of InspireHUB's interest and business or in which InspireHUB otherwise has a proprietary interest, and shall include, but is not limited to the following: the Application, Technology, documents, codes, methods, designs, programs, techniques, processes, products and reports, whether conceived or produced by InspireHUB, employees or contractors of InspireHUB, or any third party on InspireHUB's behalf.
means all copyrights, patents, trademarks, industrial designs, trade secrets and any other proprietary rights associated with Intellectual Property.
means the InspireHUB-approved form or online subscription process by which you agree to subscribe to the Subscription Service and purchase Consulting Services. Most Orders are completed through our online payment process system, Stripe, accessible through your IHUBApp account or directly at billing.ihub.app. The Purchase Order may be referred to as a "Statement of Work" if you are purchasing only Consulting Services.
means anyone with the permission access to create an event post within IHUBApp for Consumers.
means each of InspireHUB and Client, and "Parties" means InspireHUB and Client collectively.
means any information relating to an identified or identifiable individual where such information is contained within Client Data and is protected similarly as personal data or personally identifiable information under applicable Data Protection Law.
means a message, image, video, or any other content that is published to a Hub.
means all products offered for sale by InspireHUB or its verified agencies including any free offerings.
means the InspireHUB-approved licensing and offerings by which you agree to subscribe to the Subscription services, published at https://www.inspirehub.com/pricing.
means a user of the Application ("IHUBApp"), who has obtained access to the Application through Client, and who has entered into a separate End-User License Agreement ("EULA"). The Client takes full responsibility to ensure the EULA appropriately covers the digital experience which they build upon IHUBApp.
means any form of (a) financial, tax or social security information, credit or debit card numbers, passport numbers, driver's license numbers or similar identifiers, passwords or log-in credentials; (b) information related to health or medical treatment or diagnosis, genetic data or biometric data; (c) information related to race, ethnicity, sexual orientation, sexual practices, religion or political or other beliefs; (d) information related to criminal offences; or (e) employment information or information related to union memberships. For data saved or processed in Canada, includes information subject to PIPEDA and other relevant provincial privacy laws. For data saved or processed in Australia, includes information under the Australian Privacy Principles as defined in the Privacy Act 1988 (Cth).
means the amount you pay for the Subscription Service.
means all of IHUBApp Platform, tools and add-ons that you have subscribed to by an Order Form or that we otherwise make available to you, developed, operated, and maintained by us, accessible via IHUBApp sub-domain or another designated URL, and any ancillary products and services, including website hosting, that we provide to you.
means the initial term of your subscription to the applicable Subscription Service, as specified on your Order Form(s), and each subsequent renewal term (if any).
means the InspireHUB award-winning enterprise cloud-based messaging and notification software that is hosted by InspireHUB on Microsoft Azure and Cloudflare servers, which provides the Client with the ability to launch their own white-labeled Hub that uses PWA Technology.
means products and professional services that are provided by third parties which interoperate with or are used in connection with the Subscription Service.
means third-party websites linked to from within the Subscription Service, including Communications Services.
means the aggregate amount of Subscription Fees paid or payable to us during your then-current Subscription Term(s) for all of your InspireHUB accounts, excluding fees for renewals, Consulting Services and applicable taxes.
means your employees, representatives, consultants, contractors or agents who are authorized to use the Subscription Service for your benefit and have unique user identifications and passwords for the Subscription Service.
means the applicable contracting entity as specified in the 'Contracting Entity and Applicable Law' section of this Agreement, being one of: InspireHUB Canada Holdings Inc. (for Canadian-instance clients); Gloo, LLC (for US-instance clients); or InspireHUB Australia Pty Ltd (for Australian-instance clients). All contracting entities are wholly owned subsidiaries of Gloo, LLC, which is a subsidiary of Gloo Holdings, Inc.
means the person or entity using the Subscription Service or receiving the Consulting Services and identified in the applicable account record, billing statement, online subscription process, or Order Form as the Client.
means any person who identifies possible licensees for the licensor's property, represents the property in trade shows or other mediums, and presents the property and proposals to licensees while negotiating contract terms.
The following defined terms are used in different InspireHUB documents to describe the same role when the same entity fulfils all three functions: "Hub Owner" in these Terms of Service; "Licensor" in the IHUBApp End User License Agreement (EULA); and "Builder" in the IHUBApp Builder Terms. Where the same entity is the Hub Owner, Licensor, and Builder, all three terms refer to that single entity.
The term "Affiliate" as used in Section 1.0 of these Terms of Service refers to entities under common corporate ownership or control (more than 50% voting interests). The term "Affiliate" in the InspireHUB Customer Referral Agreement refers to participants in InspireHUB's referral program. These are separate definitions applying in separate contractual contexts.
2.0 Terms of Purchase
2.1 Subscription Types
There are different terms that apply depending on the subscription you purchase.
a. All Subscriptions. The following applies to both Paid and Free Subscriptions.
i. Your Content. We don't own your content, and you retain the rights to what you post. You are responsible for what you publish and agree not to post anything prohibited such as viruses, spam, or serious threats of violence. If a Hub is in violation of our Acceptable Use Policy or these terms, please let us know by emailing report@inspirehub.com. When you remove your posts, we take every effort to remove it from our servers, but you acknowledge that cached versions of your content may remain for an undetermined time.
ii. Your Hub URL. When you create a Hub using IHUBApp, you receive free use of an InspireHUB-owned subdomain, such as inspired.ihub.app or amazing.ihubapp.ca. You agree to not engage in any "domain squatting", or claim an unreasonable number of subdomains, or to sell access to any free subdomains that you are not paying to use.
iii. Your Transactions. IHUBApp offers certain functions that allow you to facilitate payments through our technology that is facilitated through Stripe, Inc. By using these features either as Client or a User you agree to the terms set out in our Merchant Agreement.
b. For Paid Subscriptions. Provides customers with a Hub license to create and access Hub(s) on the IHUBApp Platform. For information about fees associated with IHUBApp licenses and renewals please refer to the Pricing and Plans page at https://www.inspirehub.com/pricing.
i. Domain Names. InspireHUB offers domain-masking services as a premium feature but does not act as a registrar. Once you have purchased your domain please follow the instructions to connect your domain at support.ihub.app.
c. For Free Subscriptions. IHUBApp's basic service is free, and we offer paid subscriptions that include premium features such as custom domain names, additional users, extra storage, and greater brand width.
i. Advertising. InspireHUB may display advertisements on your Hub and domain unless you have purchased a plan that includes the removal of ads. By using the free version of IHUBApp, you authorize InspireHUB to sign a Traffic Assignment Letter on your behalf.
ii. IHUBApp Attribution. InspireHUB may display texts, links, banners, images, or posts, noting that your Hub is powered by IHUBApp. Attributions may not be removed unless you have purchased a license or entered into an agreement with InspireHUB that allows for this.
2.2 Limits
The limits that apply to you may be specified in the description of services on your online checkout, within this Agreement or in our published Pricing & Plans available at https://www.inspirehub.com/pricing.
IHUBApp is not directed to children. You must be 18 years of age or older to use Subscription Services. If you are under 18, you can only use IHUBApp under the supervision of a parent or legal guardian who agrees to this Agreement.
a. For Paid Subscriptions, if we make amendments to the limits set forth in the Product and Services Catalog that would negatively impact you, these amendments will not apply to you until the start of your next Subscription Term renewal.
b. For Free Subscriptions, we may change the limits that apply to you at any time at our sole discretion.
2.3 Modifications
In order to improve your experience, we will modify the Subscription Service from time to time, including by adding or deleting features and functions. Notifications of significant changes are provided via IHUBApp Dashboard.
a. For Paid Subscriptions, we will not make changes to the Subscription Service that materially reduce the functionality provided to you during the Subscription Term, unless such changes are necessary to comply with applicable legislation or are due to modifications made by a third-party provider.
b. For Free Subscriptions, we may make changes that materially reduce the functionality provided to you. InspireHUB reserves the right to modify the product, pricing, and features associated with the free plan at any time without prior notice.
2.4 Merchant Services
InspireHUB offers a variety of tools that help to facilitate transactions through IHUBApp. You agree to abide by the IHUBApp Terms of Service and the IHUBApp Merchant Agreement.
a. Responsibilities. IHUBApp uses Stripe as its payment gateway to process payments on features such as tickets and donations. You have control over what you sell through the IHUBApp. InspireHUB is not involved in your business arrangements, transactions, customer relationships, and all payment activities. As you use IHUBApp to sell products, services or to raise donations, you agree to comply with all applicable laws and not engage in any unlawful, fraudulent, or deceptive activities.
b. Prohibited use. The Merchant Services provided by InspireHUB must not be used for any illegal activities or activities that violate the rights of others, including but not limited to fraud, copyright infringement, trademark infringement, sale of counterfeit goods, or distribution of illegal or harmful materials. The Company reserves the right to terminate any user's access to the Merchant Services if they are found to be engaged in any of these prohibited activities.
c. Transaction Fees and Negative Balances. When you use our transaction services, you may be required to pay fees for certain features. The tickets and paid subscription channels have fees that are a percentage of the revenue generated through the feature, and you authorize Stripe to pay that percentage to us. We are not obliged to reimburse or refund any revenue-based fees if you issue refunds to your customers. If your account balance becomes negative due to issues such as fraud or chargebacks, you are responsible for paying those losses and fees.
d. Tax Calculations. We use Stripe, a third-party payment processor, to manage tax services related to our Merchant Services. If required to pay or collect taxes on your behalf, you will be responsible for these taxes. InspireHUB will not be held responsible for any miscalculations or errors made in tax calculations provided by Stripe.
e. Use of Stripe and Platform Fee Mechanism. InspireHUB operates as a Stripe Connect platform. When you use IHUBApp payment features, you connect your own Stripe account as a connected account holder. Transaction funds flow directly to your Stripe account. InspireHUB collects its platform fee through Stripe's application fee mechanism at the time of each transaction. InspireHUB does not receive, hold, or disburse your funds. Stripe's terms of service, privacy policy, and other policies apply to your Stripe account. Stripe may charge you additional fees for access to or use of their services.
By using IHUBApp payment features, you agree that your data (and your customers' data) will be submitted to or passed through Stripe in accordance with Stripe's policies. InspireHUB's platform fee applicable to transactions is stated in the Merchant Agreement and in the applicable Product and Services Catalog. When you set up a Stripe account, you enter into a direct relationship with Stripe, and InspireHUB is not a party to that agreement.
2.5 Events and Ticketing Services
Depending on your plan, InspireHUB may charge you service fees for event tickets sold through your Hub. By using the transaction services available through IHUBApp, you agree to pay the applicable fees and authorize InspireHUB to instruct its payment processing partners or your Payment Provider to deduct such fees from your relevant transactions or to otherwise collect them.
a. For paid tickets made available through IHUBApp. IHUBApp Fees (net of any IHUBApp Payment Processing Fees) that the Organization has agreed to will be automatically deducted from the proceeds of each transaction. The applicable platform fee rate (currently 2.9%) is set out in the IHUBApp Merchant Agreement and the Pricing and Plans page at https://www.inspirehub.com/pricing.
2.6 Fundraising Services
Depending on your plan, InspireHUB may charge you service fees for using the Hub to collect payments and donations towards specific campaigns through our Give Page functionality. By using the transaction services available through IHUBApp, you agree to pay the applicable fees and authorize InspireHUB to instruct its payment processing partners or your Payment Provider to deduct such fees from your relevant transactions or to otherwise collect them.
a. For fees collected through IHUBApp. IHUBApp Fees (net of any IHUBApp Payment Processing Fees) that the Organization has agreed to will be automatically deducted from the proceeds of each transaction. The applicable platform fee rate (currently 2.9%) is set out in the IHUBApp Merchant Agreement and the Pricing and Plans page at https://www.inspirehub.com/pricing.
2.7 Content Services
If you post content to a channel within a Hub, you are a Content Creator ("Creator"). If you subscribe or join a channel, you are a Registered User accessing that channel. Registered Users subscribe to channels directly through the Hub. The Creator of the content may or may not be the Hub Owner or the Channel Owner in which they are posting.
Channel Owners can determine what channels they wish to offer for free or to add a subscription fee. Registered Users may choose to join a channel and agree to incur any applicable subscription fees.
Channel Owners will set prices for their channels, and may change the prices at their sole discretion through their Hub account, though no price changes will apply retroactively.
In the event that a Registered User has a dispute with a Creator, Channel Owner, or Hub Owner, you agree that InspireHUB is under no obligation to become involved in the dispute. InspireHUB's role is limited to directing any inquiries regarding a Hub's content to the appropriate Hub Owner in accordance with the IHUBApp Builder Terms. InspireHUB will not be liable for any disputes or claims arising from content posted or transactions conducted through the Hub.
a. For content fees collected through IHUBApp. Depending on your plan, InspireHUB may charge Hub Owners service fees for using Paid Channels that allow Hub users to subscribe to your channels in order to read your content for a monthly fee that you collect. By using the transaction services available through IHUBApp, you agree to pay the applicable fees and authorize InspireHUB to instruct its payment processing partners or your Payment Provider to deduct such fees from your relevant transactions or to otherwise collect them.
IHUBApp Fees (net of any IHUBApp Payment Processing Fees) that the Organization has agreed to will be automatically deducted from the proceeds of each transaction. The applicable platform fee rate (currently 2.9%) is set out in the IHUBApp Merchant Agreement and the Pricing and Plans page at https://www.inspirehub.com/pricing.
b. Limitation of Liability. InspireHUB will not be liable for any damages, losses, or claims arising from the use of the Content Services, including but not limited to disputes between Creators, Channel Owners, and Registered Users, or issues related to payment processing.
c. Indemnification. You agree to indemnify, defend, and hold harmless InspireHUB, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising from your use of the Content Services, including but not limited to content posted, subscription fees charged, and any disputes with other parties.
2.8 Client Support
Phone support is available to those customers that have purchased this service from Monday to Friday 9am to 5pm EST to report any emergency outages, with reduced hours during holidays in Canada and the US. Email inquiries can be sent to support@inspirehub.com and phone inquiries can be made to 1-855-355-4482.
Email responses are provided during phone support hours only. We attempt to respond to email support questions within one business day. We do not promise or guarantee any specific response time to those using our Free products.
We may limit or deny your access to support if we determine, in our reasonable discretion, that you are acting, or have acted, in a way that results in the intentional misuse of support. We will only provide support for integrations which are listed in-app as being supported by InspireHUB.
InspireHUB is committed to maintaining a professional and respectful environment for all parties. InspireHUB reserves the right to limit or suspend support access for any Client whose conduct toward InspireHUB representatives is threatening, abusive, or harassing. InspireHUB will provide written notice of any support limitation or suspension imposed under this provision. This provision does not limit your right to raise legitimate complaints or disputes through the process described in Section 3.3(e).
2.9 Fees and Payments
a. Subscription Fees. The Subscription Fee will remain fixed during the Subscription Term unless you:
i. exceed your allocated data amount, or other applicable limits;
ii. purchase additional modules and add-ons; or
iii. unless otherwise agreed to another fee in a Purchase Order or Addendum.
For IHUBApp module add-on purchases and increased data, once increased, the Subscription Fee will not decrease even if there is a subsequent reduction in usage. For details on data limits and how to manage your usage to avoid an increase in your Subscription Fee, see our Pricing & Plans page at https://www.inspirehub.com/pricing. We will monitor or audit remotely the variable limits for different usage in the Subscription Service.
Price Increase Wind-Down Protection. Where InspireHUB announces a Subscription Fee increase less than sixty (60) days prior to a Client's next Subscription Term renewal date, InspireHUB will extend the Client's current Subscription Term at the existing rate until the full sixty (60) day wind-down period has elapsed, unless the Client elects in writing to accept the new rate immediately. This provision takes precedence over the auto-renewal provisions in Section 2.10(a)(i) solely to the extent of the timing of a fee increase.
b. Payment by credit card. If you are paying by credit card, you authorize us to charge your credit card or bank account for all fees payable during the Subscription Term. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.
c. Payment against invoice. InspireHUB only accepts invoice payments from enterprise-level customers who pay for a full year subscription in advance. We will invoice you no more than forty-five (45) days before the beginning of the Subscription Term. All amounts invoiced are due and payable within thirty (30) days from the date of the invoice, unless otherwise specified in the Purchase Order Form.
d. Payment Information. You will keep your contact information, billing information and credit card information (where applicable) up to date. Changes may be made on your Billing Page within your IHUBApp Dashboard. All payment obligations are non-cancelable, and all amounts paid are non-refundable, except as specifically provided for in this Agreement.
e. Taxes. Tax-exempt entities who have provided proof of their exemption will not be charged taxes. All other entities will be subject to the appropriate taxes based on the jurisdiction in which you reside. All fees are exclusive of taxes, which we will charge as applicable.
i. For entities that reside in Canada: If you are subject to GST, all fees are exclusive of GST. If you are required to deduct or withhold any tax, you must pay the amount deducted or withheld as required by law and pay us an additional amount so that we receive payment in full as if there were no deduction or withholding.
ii. For entities that reside in the EU: At our request, you will provide us with the VAT registration number under which you are registered in your member state. If you do not provide us with a VAT registration number prior to your transaction being processed, we will not issue refunds or credits for any VAT that was charged.
2.10 Subscription Term, Cancellation, Suspension
a. Term.
i. Paid Subscriptions. From the Effective Date ("Initial Term") for the term as outlined in the purchased license. Paid subscription will auto-renew for successive renewal terms of equal duration as the Initial Term (each, a "Renewal Term").
Renewal Notice. InspireHUB's automated billing system provides advance notice of subscription renewal as follows:
Annual subscriptions: At least 30 days prior to the renewal date, notice of the upcoming renewal and applicable fees will be sent to the email address registered to your account.
Monthly subscriptions: At least 7 days prior to the renewal date, notice of the upcoming renewal will be sent to the email address registered to your account.
It is the responsibility of the Subscriber to ensure that the email address registered to their account is current. Renewal notices are also accessible at any time through your billing portal at billing.ihub.app.
ii. Free Subscriptions. These subscriptions operate on a month-to-month basis and are billed according to the subscription and fees obtained.
b. Cancellation.
You may cancel your subscription at any time through the IHUBApp billing portal at billing.ihub.app. Your cancellation will take effect at the end of your current Subscription Term.
INSPIREHUB DOES NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL SUBSCRIPTION PERIODS.
Wind-Down Period. Following the end of your paid Subscription Term, InspireHUB provides a wind-down grace period lasting until the end of your next billing cycle, during which your Hub will remain accessible. This gives you time to retrieve content, communicate with your users, and complete your transition. After the wind-down period ends, your Hub will be deactivated and archived in accordance with Section 2.11(c). No charges are incurred during the wind-down period.
Unassisted Cancellation. If you cancel through the billing portal at billing.ihub.app and do not require any assistance from InspireHUB — including but not limited to content migration, data export, account transition support, or any other service requiring InspireHUB staff time — no advance notice is required beyond your cancellation through the billing portal. Your Hub will enter the wind-down period as described above.
Assisted Cancellation. If you require any assistance from InspireHUB in connection with your cancellation, you must submit a written assisted cancellation request to support@inspirehub.com. The level of assisted cancellation support available to you is determined by your subscription plan, as set out at https://www.inspirehub.com/pricing. The following advance notice periods apply:
Notice periods are calculated from the date InspireHUB receives your written assisted cancellation request. InspireHUB is not obligated to provide assisted cancellation services where adequate notice has not been given.
Annual Subscriptions — Notice Before Renewal. If you are on an annual subscription and require assisted cancellation, your written request must be received by InspireHUB before your renewal date by at least the notice period applicable to your subscription value. If your request is not received before your renewal date, your subscription will automatically renew for a further annual term and the corresponding fees will be charged. Your renewal date is visible at any time in your billing portal at billing.ihub.app.
If your annual subscription is $1,200/month and your renewal date is June 1, your written assisted cancellation request must be received by InspireHUB no later than March 3 — 90 days before renewal.
Monthly Subscriptions. If you are on a monthly subscription and require assisted cancellation, your written request must be received with the applicable notice period before your next monthly renewal date, also visible at billing.ihub.app.
Effect of Cancellation. Upon cancellation, your Hub will remain accessible through the end of your paid Subscription Term, followed by the wind-down period described above. Cancellation does not affect any outstanding payment obligations accrued prior to the effective cancellation date. Client Data will be handled in accordance with Section 2.11 following the end of the wind-down period.
c. Cancellation for Cause. InspireHUB may cancel this Agreement for cause immediately if the Client: (i) commits a material breach that remains uncured for thirty (30) days after receiving written notice; or (ii) becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation, or assignment for the benefit of creditors.
d. Suspension of Users for Prohibited Acts. Clients are responsible to ensure the Users of the Products they have created are complying with our Acceptable Use Policy at https://www.inspirehub.com/acceptable-use. We may suspend any User's access to any or all Subscription Services without notice for violating applicable laws or the terms of this Agreement, use of IHUBApp Message Center that results in excessive hard bounces or SPAM complaints, or posting or uploading material that infringes on the copyright or trademark rights of any person or entity.
e. Outstanding Payments. If any charge owing by the Client under this agreement for services is 30 days or more overdue, InspireHUB will provide you with notice of nonpayment of the amount due. We may suspend access to any or all of the Subscription Services ten (10) days after such notice. If you are disputing the applicable charges, we will not suspend the service as we work in good faith to resolve the dispute.
f. Suspension for Present Harm. We may, with electronic or telephonic notice to you, suspend all or any access to the Subscription Service if your digital experience, Product, or use of the Subscription Service:
i. is being subjected to denial of service attacks or other disruptive activity;
ii. is being used to engage in denial of service attacks or other disruptive activity;
iii. is creating a security vulnerability for the Subscription Service or others;
iv. is consuming excessive bandwidth; or
v. is causing harm to us or others.
The suspension will be limited to the affected portion of the Subscription Service and will promptly resolve the issues causing the suspension. For the avoidance of doubt, the specific categories of conduct that constitute present harm warranting immediate suspension without prior notice are further described in the IHUBApp Acceptable Use Policy (AUP) at https://www.inspirehub.com/acceptable-use, Section 7.1, which is incorporated into this Agreement by reference. There is nothing in this clause that limits our right to terminate for cause if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our Clients.
g. Effect of Cancellation or Expiration. If your paid subscription is canceled or expires, we will continue to make it available to your digital experience by archiving your Hub. This may not be the case if your Agreement was terminated for cause. You may request the removal of your Hub after expiration or termination of your subscription by sending a request to support@inspirehub.com.
2.11 Retrieval of User Data
a. Paid Subscriptions. For Paid Subscriptions, if you make a written request within thirty (30) days after termination or expiration of your subscription, we will provide you with temporary access to the Subscription Service to retrieve User Data for 5 business days. Thirty-one (31) days after termination or expiration of your Subscription, we will have no obligation to maintain or provide you the User Data and will delete all User Data in our systems or otherwise in our control unless:
i. we are legally prohibited; or
ii. as set out in the 'Deletion or Return of Personal Data' section of the DPA.
b. Free Subscriptions. For Free Subscriptions, we will not provide you with any access to User Data after termination or expiration of your subscription.
c. Archiving Data and Hubs. InspireHUB will archive any inactive, canceled, suspended or terminated hubs for a period of one year (12 months) from the time of termination with a reactivation fee being charged during that time. After the one year waiting period, clients will be offered the opportunity to archive with an archiving fee of $500/annually. If a client selects to forego this archiving fee, a notice of deletion will be issued and all data related to IHUBApp may be deleted with no opportunity for restoration in the future.
d. Content Removal. You understand and agree that it may not be possible to completely delete your content from InspireHUB's records or backups, and that your Posts may remain viewable elsewhere to the extent they were copied or stored by other users.
e. Dormant Hub Policy. A Hub is considered dormant where there has been no Hub Owner login, no content updates, no campaign activity, and no active user engagement within the Hub for a continuous period of 365 days or more. This policy applies to Free Subscriptions and does not apply to any Hub with an active paid subscription for which billing is current.
InspireHUB reserves the right to take the following actions with respect to dormant Hubs:
i. Warning Notice. InspireHUB will send an email notification to the Hub Owner's registered email address 30 days before the dormancy threshold is reached (at 335 days of inactivity), informing the Hub Owner that their Hub will be suspended if no activity is recorded before the threshold date.
ii. Suspension. Hubs that remain dormant for 365 consecutive days will be suspended. Suspension means the Hub is taken offline and is no longer accessible to the Hub Owner or its users. Client Data associated with the Hub is retained during suspension.
iii. Reactivation. A suspended Hub may be reactivated by the Hub Owner at any time within 365 days of suspension (up to 730 days total of inactivity) by contacting InspireHUB at support@inspirehub.com. Successful reactivation resets the inactivity clock. A reactivation fee may apply.
iv. Deletion and Anonymization. Hubs that remain suspended for a further 365 days following suspension (730 days total of continuous dormancy) will be permanently deleted or anonymized in accordance with InspireHUB's data retention obligations. InspireHUB will send a final notice to the Hub Owner's registered email address 30 days before deletion is carried out. Once deleted, Hub data cannot be restored.
v. Spam and Never-Activated Hubs. Hubs that were created but never activated or used — including Hubs identified by InspireHUB's automated systems as having been created for spam or automated abuse purposes — may be suspended immediately without prior warning notice.
vi. Exclusions. The following Hubs are excluded from this dormancy policy: (a) Hubs with an active paid subscription for which billing is current; (b) Hubs subject to an active legal hold or regulatory investigation; and (c) Hubs where InspireHUB has been notified in writing by the Hub Owner that the Hub is temporarily inactive for a legitimate operational reason.
2.12 InspireHUB's Proprietary Rights
This is an Agreement for access to and use of the Subscription Service and Consulting Services, but it does not grant you any rights to the underlying software or intellectual property. The Subscription Service and Consulting Services, including any related content, features, and technologies, are protected by intellectual property laws, they belong to and are the property of InspireHUB or our licensors (if any), and we retain all ownership rights to them. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the InspireHUB Content, the Subscription Service, or the Consulting Services in whole or in part, by any means, except as expressly authorized in writing by us.
We value feedback from our clients and encourage you to provide comments and suggestions. By submitting feedback, you acknowledge that such feedback will be non-confidential and that InspireHUB will own all rights to use, modify, and incorporate this feedback into the Subscription Service or Consulting Services without any obligation to make payment or provide attribution to you.
2.13 User's Proprietary Rights
As between the parties, you retain all ownership rights to the User Materials and Users Data. This Agreement does not transfer any ownership rights to User Materials or User Data to InspireHUB. InspireHUB and its licensors are granted a limited, non-exclusive, royalty-free, worldwide license to use the User Materials and User Data only as necessary to provide the Subscription Service and Consulting Services to you and as otherwise permitted by this Agreement.
2.14 Confidentiality, Intellectual Property, and Restrictive Covenants
a. Confidentiality — Protection. Each party agrees to protect the other party's Confidential Information to the same extent and in the same manner as each party protects its own Confidential Information, using no less than reasonable care and not using the Confidential Information of the other party except in connection with the performance of its obligations under this Agreement.
b. Permitted Disclosure. Each party will be permitted to disclose Confidential Information to its employees on a need-to-know basis, provided they have undertaken to protect the Confidential Information to the same extent as required under this Agreement, and where required to be disclosed by a court of competent jurisdiction, in which case the non-receiving party will be granted a reasonable opportunity to obtain a protective order.
c. Return. Except as set out in this Agreement, neither party grants to the other any right, title or interest in or to its Confidential Information. Upon termination of this Agreement or upon the written instruction of the party owning the Confidential Information, the other party will return or destroy the requesting party's Confidential Information.
2.15 Hub Instance Migration
InspireHUB now offers Hub Instance Migration as a professional service, allowing Clients to migrate their Hub from one regional instance to another.
Availability. Hub Instance Migration is available upon written request to support@inspirehub.com and is subject to InspireHUB's assessment of technical feasibility.
Fees. Hub Instance Migration fees are determined on a case-by-case basis, based on the complexity of the Hub, the volume of data and users involved, and the resources required to complete the migration. InspireHUB will provide a fee estimate following assessment of the migration request. Migration will not commence until fees are agreed in writing.
User Notification Requirement. Before InspireHUB will commence any Hub Instance Migration, Client must provide written confirmation that it has notified all affected end users of the migration, including notification of the change in data residency jurisdiction and any implications for the applicable privacy framework. InspireHUB will not migrate a Hub without receipt of this written confirmation. Client is solely responsible for determining what notifications are required under applicable privacy law.
Data Integrity. InspireHUB will use commercially reasonable efforts to ensure the integrity of Client Data during migration. However, InspireHUB does not guarantee that all data will be migrated without loss, alteration, or corruption. Client is strongly recommended to retain a complete backup of all Client Data prior to the commencement of any migration.
Change of Governing Law. Client acknowledges that migrating a Hub from one regional instance to another will change the contracting entity and governing law applicable to this Agreement, as set out in Section 3.2(a). The new governing law and contracting entity will apply from the date migration is completed.
Liability. InspireHUB's liability in connection with Hub Instance Migration is limited to the fees paid by Client for the migration service. InspireHUB is not liable for any loss of data, business interruption, or consequential damages arising from or in connection with a Hub Instance Migration.
2.16 Publicity
You grant us the right to include your name and company logo to our Client list, IHUBApp Store and website, as well as any promotional materials and communications. This includes, but is not limited to, online and offline media, marketing materials, and press releases. If you wish to object to this use, you must notify us by emailing pr@inspirehub.com within 10 business days of receiving notice of the inclusion. Upon receipt of such objection, we will promptly remove your name and company logo from future publicity materials and updates.
2.17 Indemnification
a. Client Indemnification. You will indemnify, defend and hold us and our Affiliates harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us by a third party not affiliated with us to the extent that such Action is based upon or arises out of:
i. unauthorized or illegal use of the Subscription Service by you or your Affiliates;
ii. your or your Affiliates' noncompliance with or breach of this Agreement;
iii. your or your Affiliates' use of Third-Party Products;
iv. the unauthorized use of the Subscription Service by any other person using your User information; or
v. where the Client Data or Content infringes a third-party's intellectual property rights, or is inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful.
A notification in writing will be sent to you within thirty (30) days of our becoming aware of any such claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
b. InspireHUB IP Indemnification. InspireHUB will indemnify, defend, and hold you harmless against any third-party claim, suit, or proceeding brought against you alleging that the IHUBApp platform itself (excluding any Client Data, Client-created content, or Client modifications) infringes a third party's valid and enforceable patent, copyright, trademark, or trade secret rights ("IP Claim"), subject to the following conditions:
i. You provide InspireHUB with prompt written notice of the IP Claim within thirty (30) days of becoming aware of it;
ii. You grant InspireHUB sole control of the defence and settlement of the IP Claim, provided InspireHUB shall not settle in a manner that imposes any obligation or liability on you without your prior written consent;
iii. You provide InspireHUB with reasonable cooperation and assistance at InspireHUB's expense;
iv. The IP Claim does not arise from: (i) your modification of the IHUBApp platform; (ii) your combination of the platform with products or content not provided or approved by InspireHUB; (iii) your use of the platform in violation of this Agreement; or (iv) Client Data or Client-created content.
InspireHUB's maximum aggregate liability under this Section for all IP Claims is limited to amounts paid by Client in the twelve (12) months immediately preceding the first IP Claim. This Section states InspireHUB's entire obligation and Client's exclusive remedy with respect to any IP Claim. If the IHUBApp platform becomes the subject of an IP Claim, InspireHUB may at its option: (i) procure the right for you to continue using the platform; (ii) modify the platform so it is no longer infringing; or (iii) if neither is commercially reasonable, terminate your access to the affected functionality with thirty (30) days' notice and refund any prepaid fees for the unused portion of that term.
2.18 Disclaimers; Limitations of Liability
a. Disclaimer of Warranties.
b. No Indirect Damages.
c. Non-Excludable Consumer Rights. Nothing in this Section 2.18 limits or excludes any right or remedy that cannot lawfully be excluded or limited under applicable law, including:
i. non-excludable consumer guarantees under the Australian Consumer Law (Competition and Consumer Act 2010 (Cth) Schedule 2) for Australian Clients, including guarantees as to acceptable quality and fitness for purpose in respect of services;
ii. mandatory consumer protection rights under the Consumer Protection Act, 2002 (Ontario) or other applicable Canadian provincial consumer protection legislation for Canadian Clients; or
iii. any other statutory right or remedy that cannot be excluded by contract in the jurisdiction governing this Agreement.
To the extent InspireHUB is in breach of any such non-excludable guarantee, InspireHUB's liability is limited, to the extent permitted by law, to the cost of re-supplying the services or paying the cost of having the services re-supplied.
d. Responsibility and Liability for Data.
e. Limitation of Liability. InspireHUB will not be liable for any indirect, special, consequential, or punitive damages (including lost profits) arising out of or relating to this agreement or the transactions it contemplates (whether for breach of contract, tort, negligence, or other form of action) and irrespective of whether the InspireHUB has been advised of the possibility of any such damage. More specifically, InspireHUB shall not be liable to Client for any lost profits, lost revenues or opportunities, downtime, or any consequential damages or costs, resulting from any claim or cause of action based on breach of warranty, breach of contract, negligence, or any other legal theory, even if InspireHUB knew or should have known of the possibility thereof. In no event shall InspireHUB's aggregate liability exceed the amounts actually paid by Client in the 12 month period immediately preceding the event giving rise to the claim. InspireHUB assumes no liability on any free subscriptions in which a Client engages.
Client shall not be responsible for any indirect, special, consequential, or punitive damages (including lost profits) arising out of or relating to actions of InspireHUB in North America, (whether for breach of contract, tort, negligence, or other form of action) and irrespective of whether the Client has been advised of the possibility of any such damage.
f. DPA Liability Cap Cross-Reference. For the avoidance of doubt, InspireHUB's aggregate liability cap set out in Section 2.18(e) above applies to all claims under or in connection with this Agreement, including any claims arising under the InspireHUB Data Processing Agreement (DPA). The DPA does not create a separate or additional liability cap. Where a data breach or privacy incident gives rise to a claim, the total aggregate liability of InspireHUB across all such claims remains subject to the cap set out in Section 2.18(e).
g. Events using IHUBApp. Other than InspireHUB's obligation to pay out Event Proceeds in certain circumstances to certain Organizers under the Merchant Agreement, and only in accordance with those terms, the InspireHUB Released Parties' maximum aggregate liability is limited as follows: (i) Organizers with IHUBApp Paid Tickets — IHUBApp Fees paid by the Organizers to InspireHUB in the three (3) month period immediately preceding the circumstances giving rise to their claim; or (ii) Other Users — the total price of the tickets or registrations purchased in the three (3) month period immediately preceding the claim; or if no tickets or registrations were purchased, one hundred U.S. Dollars (USD $100).
h. Third Party Products.
i. Agreement to Liability Limit.
2.19 Restrictive Covenants
During the term of this Agreement, and for twelve (12) months following its termination, Client will not, without InspireHUB's prior approval in writing, either directly or indirectly, on Client's own behalf or in the service of or on behalf of others: (I) solicit, divert, or hire, or attempt to solicit, divert, or hire, any of InspireHUB's officers, partners, employees, contractors, or other representatives with whom Client had direct meaningful contact during the Subscription Term, or (II) persuade or attempt to persuade any such InspireHUB representatives to modify, alter, terminate, or not renew their employment or other relationship with InspireHUB.
This restriction applies only to the extent it is enforceable under applicable law. For Australian Clients, the restriction operates as a cascading provision: if the 12-month period is held unenforceable, it applies for 6 months; if 6 months is held unenforceable, for 3 months; if 3 months is held unenforceable, it applies for the duration of any notice period. For Canadian Clients, the restriction applies only to the extent it constitutes a reasonable protection of InspireHUB's legitimate business interests under applicable Ontario and provincial law. Nothing in this clause prevents any person from responding to a publicly advertised position.
2.20 Access and Service Level Terms
a. Accessing IHUBApp. During the Subscription Term, we will provide you access to use the Subscription Service as described in this Agreement and the applicable Order. Third party service providers may be used to provide some or all elements of the Subscription. Your Affiliates may access and use the Subscription Service; provided that, all such access, use and receipt by your Affiliates is subject to and in compliance with the Agreement and you shall at all times remain liable for your Affiliates' compliance.
b. Service Level Agreement (SLA). InspireHUB will use commercially reasonable efforts to make sure your service is running with Service Uptime of 99% during any monthly billing cycle. Subject to the SLA Exclusions, if we do not meet the Service Commitment, you will be eligible to receive a Service Credit calculated as a percentage of the total charges due on your invoice for the monthly billing cycle in which the Unavailability occurred.
Service Credits: For a Monthly Service Uptime Percentage less than 99.00% but equal to or greater than 95.00%, you will be eligible for a Service Credit of 10% of the charges attributable to the affected services. For a Monthly Uptime Percentage less than 95.00%, a Service Credit of 30% is eligible.
Service credit shall be applied against an invoice or charge for the following renewal Subscription Term, provided Client requests such credit within twenty (20) days of the end of the relevant calendar month. Service credits are the exclusive financial remedy available to Client for InspireHUB's failure to meet the Service Uptime commitment set out in this Section. Service credits do not affect any right of termination for cause under Section 2.10. Credits have no cash value and may not be transferred.
IHUBApp Platform is hosted on different providers depending on the feature you are accessing. This includes Microsoft Azure who provides their own Service Level Agreements at azure.microsoft.com and Cloudflare who provides their own Service Level Agreements at cloudflare.com.
2.21 Product Disclosures
a. Privacy Disclosure. For privacy disclosures about the Subscription Service, please see our Product Privacy Policy found on the InspireHUB website: https://www.inspirehub.com/privacy.
b. Use and Limitations of Use.
i. Acceptable Use. You will comply with our Acceptable Use Policy found on the InspireHUB website ("AUP"): https://www.inspirehub.com/acceptable-use.
ii. Prohibited and Unauthorized Use. You will not:
i. use or launch any automated system, including "robots," "spiders," or "offline readers," that sends more request messages to our servers than a human can reasonably produce in the same period;
ii. use the Subscription Service in any manner that damages, disables, overburdens, or impairs any of our websites;
iii. attempt to gain unauthorized access to the Subscription Service;
iv. access the Subscription Service other than through our interface; or
v. use the Subscription Service for any purpose or in any manner that is unlawful or prohibited by this Agreement.
If you are legally prohibited from receiving or using Subscription Services under the laws of the country you reside in, you may not use the Subscription Service. The Subscription Service is not designed to comply with industry-specific regulations such as the Health Insurance Portability and Accountability Act (HIPAA, a US federal law governing the handling of health information) or the Federal Information Security Management Act (FISMA, a US federal law governing information security in federal agencies). The Subscription Service cannot be used where your communications would be subject to such laws. You may not use the Subscription Service in a way that would violate the Gramm-Leach-Bliley Act (GLBA, a US federal law governing the handling of consumer financial information).
iii. Sensitive Information.
iv. Using Social Technologies. You agree to use Social Technologies only in compliance with any terms of use specified by each Social Technology. We do not control the content, messages or information found in Social Technologies and will not have any liability with regards to the Social Technologies and any actions resulting from your use of the Social Technologies.
v. Third-Party Sites and Products. Third-Party Sites and Products are not under our control. Third-Party Sites and Products are provided to you only as a convenience, and the availability of any Third-Party Site or Product does not mean we endorse, support or warrant the Third-Party Site or Product.
c. Additional Features (Add-Ons and Modules). You may choose to add to your subscription with additional features by placing an additional Order or activating the additional features from within your IHUBApp account. This Agreement will apply to all additional Order(s) and all additional features that you activate from within your IHUBApp account.
d. Consulting Services. InspireHUB provides Consulting Services available for purchase to Partners and Affiliates through online checkout. The Consulting Services we provide will be listed in the description of the services to which you check out and will be delivered in English, unless otherwise agreed upon. All Consulting Services are performed remotely, unless otherwise agreed. Consulting Services are final in the terms of non-cancellable and all fees for Consulting Services are non-refundable.
2.22 Account Transfer and Hub Ownership Change
A Hub Ownership change occurs when the Client of record for a Hub changes — for example, as a result of a change in organisational leadership, an acquisition, or an agency transferring a client Hub to the end client directly. The following requirements apply to any Hub Ownership or Account transfer:
a. Written Notice. The outgoing Client must provide InspireHUB with written notice at support@inspirehub.com of any intended Hub Ownership transfer at least fourteen (14) days in advance. Transfers may not be processed without this notice.
b. InspireHUB's Role. InspireHUB's role in processing a Hub Ownership transfer is administrative. InspireHUB will verify the identity of the incoming Hub Owner and require them to accept the applicable IHUBApp Terms of Service and all related agreements before access to the Hub is granted.
c. Data Controller Transition. A Hub Ownership transfer constitutes a change in data controller. The incoming Hub Owner assumes all data controller obligations under applicable privacy law from the date the transfer is completed. The outgoing Client remains responsible for all data controller obligations for the period prior to the transfer.
d. Outgoing Client Liability. The outgoing Client remains fully liable to InspireHUB for all fees, obligations, and liabilities accrued under this Agreement prior to the transfer completion date. Transfer of a Hub does not release the outgoing Client from any pre-transfer obligation.
e. Stripe Connect. Hub Ownership transfers do not automatically transfer any Stripe Connect account or payment processing arrangements. The incoming Hub Owner must establish their own Stripe account independently.
f. Agreement Acceptance. No Hub Ownership transfer will be completed until the incoming Hub Owner has affirmatively accepted the current IHUBApp Terms of Service, Data Processing Agreement, and all other applicable agreements.
3.0 General Legal Terms
3.1 User Data
a. Limits on InspireHUB. Except for your direction or permission as outlined in these terms, we will not use, or allow anyone else to use, User Data to contact any individual or company. We will use User Data only in order to provide the Subscription Services, Consulting Services and Advertising Services to you and only as permitted by applicable law, this Agreement, and our Product Privacy Policy at https://www.inspirehub.com/privacy.
b. Data Practices. We may monitor use of the Subscription Service gathered in aggregate and in an anonymous manner by all of our Clients. You agree that we may use and publish such information, provided that such information does not incorporate any User Data and/or identify you. We use Client and User Data in an anonymized manner for machine learning that supports certain product features and functionality within the Subscription Service.
c. Delegated Support Access. To assist with troubleshooting, you may authorise InspireHUB support representatives to temporarily access your Subscription Service account as a specific user — an action we call Delegated Support Access. This allows our team to replicate and diagnose issues your users are experiencing directly.
Delegated Support Access will only be conducted with your prior authorisation. InspireHUB maintains an internal audit log of all Delegated Support Access sessions, including the date, time, duration, and identity of the InspireHUB representative who conducted the session. You may request a record of Delegated Support Access sessions conducted on your account by contacting support@inspirehub.com.
By authorising Delegated Support Access, you acknowledge that the InspireHUB representative will have temporary access to data visible to the relevant user account. You remain responsible for ensuring that such access is consistent with your obligations to your end users under applicable privacy law.
d. Protection of Client and User Data. InspireHUB will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of User Data, as described in the Documentation. The terms of the DPA are hereby incorporated by reference and shall apply to the extent any Client Data includes Personal Data as defined in the DPA at https://www.inspirehub.com/dpa. We will maintain commercially appropriate administrative, physical, and technical safeguards to protect Personal Data.
e. Data Ownership and Client Responsibility. As between InspireHUB and Client, Client retains full ownership of all Client Data, including all personal information relating to Client's end users, collected or processed through the Subscription Service. InspireHUB does not claim any ownership rights in Client Data.
Client is solely responsible for ensuring that all collection, use, storage, sharing, disclosure, and any other processing of Client Data — including any data relating to end users or individuals — is conducted in full compliance with all applicable privacy and data protection laws. This includes, without limitation, the Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial privacy legislation for Canadian-instance clients, the Australian Privacy Principles under the Privacy Act 1988 (Cth) for Australian-instance clients, and applicable US federal and state privacy laws for US-instance clients.
InspireHUB processes Client Data solely to provide the Subscription Service and Consulting Services as described in this Agreement and the InspireHUB Data Processing Agreement, which is incorporated by reference. InspireHUB does not process Client Data for its own commercial purposes.
Client acknowledges that it is the data controller (the party that decides how and why personal data is used) in respect of all personal information processed through its Hub(s), and that InspireHUB acts as a data processor (the party that handles data only on the controller's instructions) on Client's behalf. Client is responsible for ensuring that any use or disclosure of Client Data to third parties — including any sale, transfer, or sharing of data — is lawful, properly consented to, and consistent with the purposes for which that data was originally collected. InspireHUB bears no liability for Client's use or disclosure of Client Data to third parties.
f. Security Controls and Incident Response.
InspireHUB's Own Security Commitment. InspireHUB independently maintains administrative, physical, and technical safeguards appropriate to the nature and volume of Client Data processed through the Subscription Service. These safeguards are designed to protect against unauthorised access, disclosure, alteration, and destruction of Client Data. Client Data is encrypted in transit and at rest using industry-standard encryption protocols. Further details of InspireHUB's technical security controls are set out in the InspireHUB Data Processing Agreement (DPA) at https://www.inspirehub.com/dpa.
Security Framework Alignment. InspireHUB does not hold independent certifications under ISO/IEC 27001, the NIST Cybersecurity Framework, SOC 2, or equivalent frameworks. InspireHUB's internal security practices reference and are informed by these industry-recognised frameworks as guidance, but that reference does not constitute certification, audit, or accreditation under any such framework. Clients who require information about InspireHUB's applicable security practices may contact support@inspirehub.com.
Enterprise Governance. InspireHUB is a wholly owned subsidiary of Gloo, LLC, which is a subsidiary of Gloo Holdings, Inc. Material security incidents are subject to escalation and review by Gloo Holdings, Inc.'s governance oversight committee. Client notification timelines will be managed consistently with InspireHUB's obligations under that framework.
Incident Response. InspireHUB maintains a documented breach response procedure, operated by InspireHUB's Breach Response Team. In the event of a security incident, InspireHUB will take immediate steps to contain the incident, assess its scope and severity, and determine applicable notification obligations.
Client Notification. InspireHUB will notify affected Clients promptly upon determining that a security incident has affected or is reasonably likely to have affected Client Data. Notification will include, to the extent known at the time: the nature of the incident, the categories of Client Data involved, the containment steps taken, and information to assist Client in meeting its own notification obligations.
Regulatory Notification. Where a security incident triggers mandatory regulatory notification obligations, InspireHUB will fulfil those obligations in accordance with applicable law, including:
For Canadian-instance clients: breach of security safeguards reporting requirements under PIPEDA and applicable provincial privacy legislation. InspireHUB will notify the Office of the Privacy Commissioner of Canada and affected clients as soon as feasible after determining that a breach creates a real risk of significant harm, and no later than 72 hours where practicable.
For Australian-instance clients: the Notifiable Data Breaches scheme under the Privacy Act 1988 (Cth), within 30 days of becoming aware of an eligible data breach.
For US-instance clients: applicable US federal and state breach notification laws.
Client's Own Obligations. Client acknowledges that it may have independent notification obligations to its end users and applicable regulators in respect of any security incident affecting personal information processed through Client's Hub(s). InspireHUB's notification to Client does not relieve Client of those obligations. InspireHUB will cooperate reasonably with Client in meeting them, as further described in the DPA.
g. Data Subject Rights.
InspireHUB as Data Controller. Where InspireHUB processes personal information in its capacity as a data controller — including information relating to Client account holders, billing contacts, and registered users of the IHUBApp platform — individuals have rights in respect of that personal information in accordance with applicable privacy law. These rights may include the right to access, correct, or request deletion of personal information, and in certain jurisdictions, the right to restrict or object to processing or to request data portability.
To exercise rights in respect of personal information held by InspireHUB as data controller, please contact us at privacy@inspirehub.com or refer to our Privacy Notice at https://www.inspirehub.com/privacy, which describes the rights available to you, how to make a request, and the timeframes within which we will respond.
InspireHUB as Data Processor. Where InspireHUB processes personal information on behalf of a Client — including personal information relating to end users of a Client's Hub — the Client is the data controller and is responsible for responding to data subject rights requests from those individuals. InspireHUB will assist Clients in responding to such requests in accordance with the terms of the InspireHUB Data Processing Agreement at https://www.inspirehub.com/dpa. End users of a Client's Hub should direct their privacy rights requests to the Hub Owner in the first instance.
3.2 Specific Terms by Jurisdiction
a. Contracting Entity and Applicable Law. The entity you are contracting with, and the law governing this Agreement, depends on where your Hub is hosted, as follows:
i. Tribal Sovereignty. InspireHUB acknowledges federally recognized, sovereign tribal governments. Any court proceeding arising out of this Agreement involving a federally recognized tribe will be conducted in the Tribal court of the specific tribe as outlined in an addendum to this Agreement. InspireHUB expressly consents to personal jurisdiction in Tribal Court. Nothing in this Agreement shall be construed as a waiver of the Tribe's sovereign immunity.
ii. EU/EEA, Switzerland, and International Clients. If you are located in the EU/EEA or Switzerland, your Hub is hosted on the Canadian instance and your contract is with InspireHUB Canada Holdings Inc., governed by the laws of the Province of Ontario. Customers will obtain and maintain any required consents necessary to permit the processing of Customer Data under this Agreement. If you are subject to the GDPR you understand that if you give an integration provider access to your InspireHUB account, you serve as the data controller of such information and the integration provider serves as the data processor.
If you are located in a geographic region that does not fall into one of the designations described above, your Hub is hosted on the US instance and you are contracting with Gloo, LLC, governed by the laws of the State of Colorado, unless otherwise specified in your Purchase Order.
iii. Consumer Rights. Nothing in this Agreement affects your rights as a consumer to rely on mandatory provisions of the law of your country or jurisdiction of residence that cannot be excluded by contract.
InspireHUB hosts separate instances of our platforms in the three countries and each instance is compliant with the privacy and data laws of that respective country.
3.3 Miscellaneous Contract Provisions
a. Amendment; No Waiver. We may update and change any part or all of these Customer Terms of Service, including the fees and charges associated with the use of the Subscription Service (see 'Fees and Payments'.) If there is an update or change regarding the Customer Terms of Service, the updated Client Terms of Service will be posted on the InspireHUB website. An email or in-app notification will be sent to you. The updated Client Terms of Service will become effective and binding on the next business day after it is posted. When we change these Client Terms of Service, the "Last Modified" date above will be updated to reflect the date of the most recent version. If you would like to receive an email notification when we update the Client Terms of Service, complete the form found on the InspireHUB website. If there is an update or change on the Product Disclosures page, we will provide notice of those changes at our discretion. The updated Product Disclosures page will be effective upon posting. We encourage you to review these Client Terms of Service periodically.
You must notify us within (30) days in writing if you do not agree with a modification to the Client Terms of Service. If you give us this notice, your subscription will continue to be governed by the terms and conditions of the Client Terms of Service prior to modification for the remainder of your current term. Upon renewal, the Client Terms of Service published by us on our website will apply.
No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
b. Force Majeure. Neither party will be responsible for failure or delay of performance if caused by a Force Majeure Event. A "Force Majeure Event" means any event or circumstance beyond the reasonable control of the affected party, including without limitation: an act of war, hostility, or sabotage; act of God; pandemic or public health emergency; natural disaster; electrical, internet, or telecommunication outage not caused by the obligated party; government-mandated shutdown, restriction, or order; civil unrest; acts of terrorism; third-party infrastructure failures including prolonged outages of Microsoft Azure, Cloudflare, or other material sub-processors; or any other event outside the reasonable control of the obligated party.
The following obligations apply when a Force Majeure Event occurs:
i. Suspension of obligations. The obligations of the affected party (other than payment obligations) are suspended to the extent and for the duration that they are prevented or delayed by the Force Majeure Event.
ii. Notice. The affected party must provide prompt written notice to the other party within five (5) business days of becoming aware of the Force Majeure Event, describing the nature of the event and the obligations affected.
iii. Mitigation. Each party must use commercially reasonable efforts to mitigate the effect of the Force Majeure Event and to resume full performance as soon as reasonably practicable.
iv. Payment obligations excluded. Force Majeure does not excuse any payment obligations. Amounts due and owing remain payable notwithstanding a Force Majeure Event.
v. Termination right. If the Force Majeure Event continues for more than thirty (30) consecutive days, either party may terminate this Agreement on written notice without further liability, other than for amounts already due and owing. InspireHUB will use commercially reasonable efforts to provide Client access to Client Data for retrieval before termination takes effect.
c. Actions Permitted. Except for actions for nonpayment or breach of a party's proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than two (2) years after the cause of action has accrued. Where applicable law in the jurisdiction governing this Agreement provides for a mandatory minimum limitation period longer than two (2) years that cannot be excluded by contract, that mandatory period shall apply in place of the two-year period set out above.
d. Relationship of the Parties. You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.
e. Dispute Resolution.
i. Mutual Reasonable Efforts. The Parties will use reasonable commercial efforts to promptly and in a diligent manner resolve any dispute, whether arising during the term of this Agreement or at any time following thereof, arising in relation to this Agreement by negotiation between the parties within a reasonable period of time.
ii. Ongoing Obligations. Both parties will continue the performance of their respective obligations, including, without any limitation, all payment obligations, during the resolution of any dispute or disagreement, including during any period of arbitration, unless and until this Agreement is terminated or expires in accordance with its terms and conditions.
iii. Mediation. If a dispute remains unresolved following the negotiation period set out in Section 3.3(e)(i), either party may refer the dispute to non-binding mediation before commencing any court proceedings. The mediator shall be agreed upon by the parties within fifteen (15) days of a written request for mediation, or if the parties cannot agree, appointed by the applicable mediation body for the governing jurisdiction: the ADR Institute of Canada for disputes governed by Ontario law; a mediator appointed through the American Arbitration Association for disputes governed by Colorado law; and the Resolution Institute for disputes governed by New South Wales law. Each party shall bear its own costs of mediation, and the mediator's fees shall be shared equally. Nothing in this clause prevents either party from seeking urgent injunctive or other interim relief from a court of competent jurisdiction at any time.
f. Compliance with Laws. We will comply with all U.S. state and federal laws (where applicable) in our provision of the Subscription Service, the Consulting Services and our processing of Client Data. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request. You will comply with all laws in your use of the Subscription Service and Consulting Services, including any applicable export laws. You must comply with all applicable laws related to the recording of phone calls and ensure all proper consent to record is obtained prior to making any such recording. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC, the US government agency that administers economic and trade sanctions) in your use and receipt of the Subscription Service and Consulting Services. You will not directly or indirectly export, re-export, or transfer the Subscription Service or Consulting Services to prohibited countries or individuals or permit use of the Subscription Service or Consulting Services by prohibited countries or individuals.
g. Severability. If any part of this Agreement or an Order Form is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
h. Notices. Notice will be sent to the contact address set forth herein, and will be deemed delivered as of the date of actual receipt.
Notices to InspireHUB must be sent to the contracting entity applicable to your Hub instance:
- Canadian instance (InspireHUB Canada Holdings Inc.): 3850 Dougall Ave, PO Box 31085, Windsor, ON N9G 2Y2, Attention: General Counsel. Email: legal@inspirehub.com
- US instance (Gloo, LLC): 831 Pearl Street, Boulder, CO 80305, Attention: General Counsel. Email: legal@inspirehub.com
- Australian instance (InspireHUB Australia Pty Ltd): Notices should be sent to InspireHUB Canada Holdings Inc. at the Canadian address above, as InspireHUB Australia Pty Ltd operates without local staff. InspireHUB Canada Holdings Inc. is authorised to receive notices on behalf of InspireHUB Australia Pty Ltd.
To you: your address as provided in our InspireHUB Subscription account information for you. We may give electronic notices by general notice via the Subscription Service and may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you or through the notifications center of the Subscription Service. You must keep all of your account information current.
i. Entire Agreement. This Agreement (including each Order), along with our Privacy Policy found at https://www.inspirehub.com/privacy), Product Privacy Policy, and AUP, is the entire agreement between us for the Subscription Service and Consulting Services and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. Our obligations are not contingent on the delivery of any future functionality or features of the Subscription Service or dependent on any oral or written public comments made by us regarding future functionality or features of the Subscription Service. We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.
j. Assignment. You will not assign or transfer this Agreement without our prior written consent, except that you may assign this Agreement to a successor by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or operation of law, provided such successor is not a competitor of ours. We may assign this Agreement to any InspireHUB affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
k. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
l. Intra-Entity Liability Allocation. Where your Hub involves activity across more than one InspireHUB entity, the contracting entity identified in Section 3.2(a) of this Agreement bears sole and primary contractual liability to you. InspireHUB's group structure does not create joint and several liability across entities. Any claim arising out of or in connection with this Agreement must be brought solely against the contracting entity named in your Principal Agreement, and not against any other InspireHUB entity, Gloo, LLC, or Gloo Holdings, Inc., except to the extent required by applicable law.
m. Contract for Services. This Agreement is a contract for the provision of services and not a contract for the sale of goods. The provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, shall not apply to this Agreement. If you are located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not govern this Agreement or the rights and obligations of the parties under this Agreement.
n. Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms. Client further warrants and represents that it has the authority to procure its Affiliates compliance with the terms of this Agreement.
o. Survival. The following sections shall survive the expiration or termination of this Agreement: 'Definitions', 'Fees and Payments', 'Prohibited and Unauthorized Use', 'Early Cancellation', 'Termination for Cause', 'Suspension for Prohibited Acts', 'Suspension for Non-Payment', 'Suspension for Present Harm', 'Effect of Termination or Expiration', 'Retrieval of Client Data', 'InspireHUB's Proprietary Rights', 'Client's Proprietary Rights', 'Confidentiality', 'Publicity', 'Indemnification', 'Disclaimers; Limitations of Liability', 'Hub Instance Migration', 'Security Controls and Incident Response', 'Data Subject Rights', 'Delegated Support Access', 'Miscellaneous' and 'Contracting Entity and Applicable Law'. Additionally, the 'Alpha/Beta Services' section of the Product Disclosures page shall survive expiration or termination of this Agreement.
p. Precedence. In the event of a conflict between the terms of the Client Terms of Service and an Order, the terms of the Order shall control, but only as to that Order.
q. Amendments. No amendment to any individual Order Form or Purchase Order will be effective unless it is in writing and signed by both parties. Platform-wide changes to these Client Terms of Service are governed by Section 3.3(a) above. For clarity: InspireHUB may update these Client Terms of Service by providing notice as described in Section 3.3(a); however, individual Order Form terms may only be amended by a signed written amendment executed by both parties. For the further avoidance of doubt, the mutual written signature requirement in this Section 3.3(q) applies exclusively to individual Order Forms and Purchase Orders. It does not apply to, and shall not be construed to restrict InspireHUB's ability to update, the Client Terms of Service, the Acceptable Use Policy, the Privacy Notice, the Income Disclaimer, the Data Processing Agreement, or any other platform-wide policy document incorporated into this Agreement by reference, all of which are amended pursuant to the notice procedure in Section 3.3(a).
r. Effectiveness; Date. This agreement will become effective when both parties have signed it. The date this agreement is signed by the last party to sign it (as indicated by the date associated with that party's signature) will be deemed the date of this agreement.
s. Change of Control. A "Change of Control" occurs when: (a) a party is acquired by or merged into another entity; (b) more than fifty percent (50%) of a party's voting interests are transferred to a new owner; or (c) all or substantially all of a party's assets are sold or transferred.
In the event of a Change of Control of InspireHUB or its parent Gloo Holdings, Inc.: (i) InspireHUB will provide written notice to Client within thirty (30) days of public announcement or completion of the transaction, whichever is earlier; (ii) if the acquiring entity is a direct competitor of Client's primary business, Client may terminate this Agreement within sixty (60) days of that notice without early-termination penalty and will receive a pro-rated refund of any prepaid fees for the unused portion of the current Subscription Term; (iii) in all other cases this Agreement continues in full force and the successor entity assumes all obligations hereunder.
In the event of a Change of Control of Client, Client must notify InspireHUB within thirty (30) days of completion. InspireHUB may require the successor entity to execute a new agreement before continuing to provide the Subscription Service, but will not unreasonably withhold consent where the successor is not a direct competitor of InspireHUB.
t. Counterparts; Electronic Signatures. This agreement may be signed by one or more counterparts, which together will form a single agreement. This agreement may be signed electronically.
