Trial Subscription Agreement

Universal Clickwrap Agreement. This agreement is accepted electronically during onboarding. No physical signature is required.

This Trial Subscription Agreement (the "Agreement") is a legally binding contract between you ("Licensee," "Customer," "you," or "your") and Datahubb B.V., a private limited liability company incorporated under the laws of the Netherlands, with its registered office at Schoolstraat 95, 5038 RJ Tilburg, the Netherlands, registered with the Dutch Chamber of Commerce (KVK) under number 91662699 ("Datahubb," "Licensor," "we," "us," or "our").

By checking the acceptance box during the onboarding process on datahubb.io/trial/signup, you confirm that you have read, understood, and agree to be bound by this Agreement. If you are accepting on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to this Agreement.

IMPORTANT: This Agreement covers two consecutive phases of your relationship with Datahubb. (1) A fourteen (14) day Trial Period during which you receive full platform access at no charge. (2) A paid monthly Subscription Term, billed per the Plan you select at signup, that begins automatically at the end of the Trial Period unless you cancel before then. The Services are provided "AS IS" without any warranty of fitness, reliability, or availability.

1. Definitions

1. "Agreement" means this Trial Subscription Agreement, including all terms accepted during onboarding.
2. "Services" means the Datahubb SaaS platform and all associated features, APIs, integrations, and documentation made available to Licensee.
3. "Trial Period" means the fourteen (14) day period starting on the Effective Date during which Licensee may use the Services at no charge.
4. "Plan" means the subscription plan and billing cycle (monthly or annual) selected by Licensee during onboarding.
5. "Subscription Term" means the recurring billing period under the selected Plan that begins immediately at the end of the Trial Period unless this Agreement is cancelled before that date.
6. "Confidential Information" means all non-public information disclosed by Datahubb, including but not limited to the Services, software, documentation, performance data, pricing, roadmap, and the terms of this Agreement.
7. "Effective Date" means the date on which Licensee accepts this Agreement via the onboarding form at datahubb.io/trial/signup.
8. "Customer Data" means all data, content, and information submitted, uploaded, or transmitted by Licensee through the Services, including lead data, buyer configurations, and transaction records.

2. Trial Period

1. The Trial Period grants Licensee full functional access to the Services for fourteen (14) days starting on the Effective Date, at no charge.
2. Licensee may cancel this Agreement at any time before the end of the Trial Period through account settings or by emailing [email protected]. If Licensee cancels before the end of the Trial Period, no Subscription Term will begin and no fees will be charged.
3. If Licensee does not cancel before the end of the Trial Period, the Agreement automatically continues into the Subscription Term and the first monthly invoice will be issued per Section 5.
4. Datahubb will make commercially reasonable efforts to keep the Services available during the Trial Period, but no service level agreement (SLA) applies during the Trial Period.

3. License Grant and Access

1. Subject to Licensee's acceptance of this Agreement and, after the Trial Period, timely payment of applicable fees, Datahubb grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for Licensee's internal business operations.
2. Access to the Services will be granted via a digital invitation sent to the email address provided during onboarding.
3. This license is personal to Licensee and may not be shared with, transferred to, or used for the benefit of any third party without Datahubb's prior written consent.

4. Plan Selection and Conversion

1. During onboarding Licensee selects a Plan and a billing cycle (monthly or annual). The Plan selection determines the subscription fee and billing cadence that will apply once the Trial Period ends.
2. Automatic Conversion. Unless cancelled per Section 2 before the end of the Trial Period, this Agreement automatically converts into the Subscription Term at the Plan rate selected at signup, with no further action required by Licensee.
3. Changing Plans. Licensee may change to a different Plan after the conversion. Upgrades take effect immediately and are prorated. Downgrades take effect at the start of the next billing cycle.

5. Fees and Payment

1. Trial Period. No subscription fees are charged during the Trial Period.
2. Subscription Fee. Following automatic conversion, the subscription fee is the fee associated with the Plan selected during onboarding, billed in advance per the selected billing cycle.
3. Pre-Payment Requirement. All subscription fees are due and payable in advance. Continued access to the Services after the Trial Period is contingent upon receipt of payment. No new billing-period access will be maintained or restored until the applicable fees have been received in full.
4. Invoicing. Licensee will be invoiced in advance at the start of each billing cycle for the subscription fee of the upcoming period. Usage-based fees (such as Anura fraud verification) will be invoiced in arrears and added to the next invoice. Payment is due upon receipt of the invoice and must be completed before the start of the billing period.
5. Payment Method. Payment is processed via Stripe or such other payment processor as Datahubb may designate. All fees are invoiced in United States Dollars (USD). For tax purposes, USD amounts are converted to EUR using the European Central Bank (ECB) reference rate on the invoice date. Applicable taxes (including VAT) are determined by the location of the Licensee's billing address and added to invoices where required by law. EU-based Licensees with a valid VAT identification number may qualify for the reverse-charge mechanism under Article 44 of the EU VAT Directive.
6. Anura Pay-As-You-Go Fraud Verification. Datahubb offers optional pay-as-you-go access to Anura fraud verification through its partnership with Anura. This service is opt-in and only applies when Licensee explicitly activates Anura fraud verification within the Datahubb platform. No usage-based fees are charged unless and until the service is activated by Licensee. This option is available only to Licensees who do not hold their own Anura license; Licensees who use their own Anura license are billed directly by Anura under their own contract, and this provision does not apply to them. Once activated, the Anura pay-as-you-go rate is billed in arrears based on actual usage:

   Service	Rate
   Anura Pay-As-You-Go Fraud Verification	$0.05 per verification

Datahubb reserves the right to introduce additional usage-based services. Licensee will be notified of any new usage-based fees at least fourteen (14) days before they take effect.

6. Failed or Missed Payments

This Section applies once a Subscription Term has begun. If a scheduled payment fails or is not received by the due date, Datahubb will notify Licensee via email. Licensee has a grace period of twenty-four (24) hours from the time of notification to complete the payment. If payment is not received within this 24-hour grace period, Datahubb shall restrict access to the Services in accordance with the tiered suspension schedule set forth below.

7. Tiered Suspension Schedule

Upon expiration of the 24-hour grace period without successful payment, access to the Services will be restricted in stages as follows:

1. Restoration of Access. If Licensee completes payment during any stage of the suspension schedule, full access to the Services will be restored within four (4) business hours of payment confirmation. Any data collected during the suspension period will be retained and accessible upon restoration.
2. Accumulated Fees. Suspension of access does not relieve Licensee of its obligation to pay all outstanding fees. Any usage-based fees incurred during the suspension period remain payable in full.

8. Onboarding and Support

1. Trial Support. During the Trial Period, Licensee receives support via [email protected]. Response times during the Trial Period are not guaranteed.
2. Included Onboarding. Onboarding is provided only to paid Subscription Term customers and is not part of the Trial Period. During the first month after the Trial Period ends and the Subscription Term begins, Datahubb will provide onboarding services at no additional charge. Onboarding services include implementation of buyers, suppliers, traffic sources, and integrations, as well as training for daily platform usage. Custom programming, custom development, and bespoke feature requests are excluded from onboarding services.
3. Priority Custom Work. Custom development, bespoke feature requests, and other work that Licensee wishes Datahubb to prioritize ahead of its normal product roadmap and planning are available on request. Scope, deliverables, rate, and estimated hours are agreed in writing before work begins.

9. Customer Data

1. Ownership. Licensee retains all right, title, and interest in and to Customer Data. Nothing in this Agreement transfers ownership of Customer Data to Datahubb.
2. License to Datahubb. Licensee grants Datahubb a limited, non-exclusive license to process, store, and transmit Customer Data solely for the purpose of providing and improving the Services.
3. Backups. Licensee is responsible for maintaining independent backups of any critical data. Datahubb maintains reasonable backup procedures but does not guarantee recovery of Customer Data in all scenarios.
4. Data Export. Upon termination of this Agreement, Licensee is entitled to a one-time export of their raw business data in SQL format. Datahubb will make such data available within thirty (30) days of termination.

10. Intellectual Property and Confidentiality

1. Ownership of Services. All rights, title, and interest in and to the Services, including all intellectual property rights therein, are and shall remain the exclusive property of Datahubb. This Agreement does not grant Licensee any rights to Datahubb's intellectual property except for the limited license set forth in Section 3.
2. Feedback. Any feedback, suggestions, ideas, or bug reports provided by Licensee regarding the Services shall become the sole property of Datahubb. Datahubb may use such feedback for any purpose without restriction or compensation to Licensee.
3. Confidentiality. Licensee agrees to hold all Confidential Information in strict confidence and not to disclose it to any third party without Datahubb's prior written consent. This obligation shall survive termination of this Agreement for a period of three (3) years.
4. Use Restrictions. Licensee shall not: (a) copy, modify, or create derivative works of the Services; (b) reverse-engineer, decompile, or otherwise attempt to derive the source code; (c) sell, sublicense, lease, or transfer the Services to any third party; (d) remove or alter any copyright or proprietary notices; (e) use the Services to develop a competing product; or (f) share access credentials with unauthorized persons.

11. Disclaimers and Limitation of Liability

1. AS IS Disclaimer. THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. DATAHUBB EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY, AVAILABILITY, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
2. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DATAHUBB'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY LICENSEE TO DATAHUBB DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. WHERE NO FEES HAVE BEEN PAID, DATAHUBB'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED ONE HUNDRED EUROS (€100).
3. Exclusion of Damages. IN NO EVENT SHALL DATAHUBB BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF DATAHUBB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
4. Data Loss. WITHOUT LIMITING THE FOREGOING, DATAHUBB SHALL NOT BE LIABLE FOR ANY LOSS, CORRUPTION, OR UNAVAILABILITY OF CUSTOMER DATA. LICENSEE IS SOLELY RESPONSIBLE FOR MAINTAINING INDEPENDENT BACKUPS.

12. Term, Termination, and Renewal

1. Trial Period. This Agreement begins on the Effective Date with the fourteen (14) day Trial Period.
2. Cancellation During Trial Period. Licensee may cancel this Agreement at any time before the end of the Trial Period through account settings or by emailing [email protected], with no charge.
3. Automatic Conversion to Subscription Term. If this Agreement is not cancelled before the end of the Trial Period, it automatically continues into a Subscription Term at the Plan rate selected at signup, billed per the selected billing cycle.
4. Cancellation During Subscription Term. Licensee may cancel the Subscription Term at any time. Cancellation takes effect at the end of the then-current billing cycle. Fees already paid for the current billing cycle are non-refundable.
5. Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party commits a material breach and fails to cure such breach within thirty (30) days of receiving written notice.
6. Effect of Termination. Upon termination: (i) all licenses granted herein shall immediately cease; (ii) Licensee shall cease all use of the Services; (iii) Licensee may request a data export within thirty (30) days; and (iv) after the export period, Datahubb shall delete Customer Data unless retention is required by applicable law.
7. No Refunds. Subscription fees already paid are non-refundable, except as required by applicable law.

13. Data Protection

1. Datahubb processes personal data in accordance with its Privacy Policy.
2. Where Licensee is established in the European Economic Area (EEA) or processes personal data of EEA residents through the Services, the Data Processing Agreement (DPA) published at datahubb.io/dpa applies and forms an integral part of this Agreement.
3. Where Licensee processes Protected Health Information (PHI) through the Services, a separate Business Associate Agreement (BAA) must be executed before any PHI is transmitted to the platform. Contact [email protected] to initiate a BAA.
4. Licensee is solely responsible for ensuring that its use of the Services complies with all applicable data protection laws, including but not limited to GDPR, CCPA/CPRA, TCPA, and CAN-SPAM.

14. General Provisions

1. Entire Agreement. This Agreement, together with the Privacy Policy and the DPA (where applicable), constitutes the entire agreement between the parties regarding the Services and supersedes all prior or contemporaneous agreements, representations, and understandings. This Agreement is not subject to negotiation or modification by Licensee.
2. Amendments. Datahubb may modify this Agreement by posting an updated version on its website and providing at least thirty (30) days' notice via email. Continued use of the Services after the notice period constitutes acceptance of the modified terms.
3. Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
4. Waiver. Failure to enforce any provision shall not constitute a waiver of that provision.
5. Assignment. Licensee may not assign this Agreement without Datahubb's prior written consent. Datahubb may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.
6. Force Majeure. Neither party shall be liable for any failure or delay due to circumstances beyond its reasonable control, including acts of God, natural disasters, pandemics, war, government actions, power failures, or internet outages.
7. Notices. All notices shall be sent to the email address associated with Licensee's account or, for notices to Datahubb, to [email protected].

15. Governing Law and Dispute Resolution

1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Netherlands, without regard to its conflict of laws principles.
2. Dispute Resolution. Any dispute arising out of or in connection with this Agreement shall first be attempted to be resolved through good-faith negotiation for a period of thirty (30) days.
3. Jurisdiction. If a dispute cannot be resolved through negotiation, the competent court of Zeeland-West-Brabant, the Netherlands, shall have exclusive jurisdiction.

16. Electronic Acceptance

1. This Agreement is accepted electronically. By checking the acceptance box during the onboarding process at datahubb.io/trial/signup, Licensee agrees to be bound by all terms of this Agreement.
2. Electronic acceptance constitutes a valid and binding signature under applicable law, including but not limited to the Dutch Civil Code (Burgerlijk Wetboek), the EU eIDAS Regulation, and the US Electronic Signatures in Global and National Commerce Act (E-SIGN Act).
3. Datahubb records the following information at the time of acceptance: the identity of the person accepting, the company name, the date and time of acceptance, the IP address from which the acceptance originated, and the version of the Agreement accepted. This record constitutes proof of acceptance.