HubBox API and Technology Licence
1.1 This API and Technology Licence (the “Agreement“) is between Convenient Collect Limited t/a HubBox a company registered in England and Wales with company registration number 9271441, and whose registered office is at 50 Liverpool Street, London EC2M 7PY, UK (“HubBox“) and you, or the individual, company or other entity that you represent (“you“). If you are entering into this Agreement on behalf of a company or other entity, you represent and warrant that you have authority to bind such company or other entity to this Agreement.
1.2 This Agreement provides the terms on which you may use:
1.2.1 the HubBox application programming interface, which allows websites to interoperate with HubBox’s software and systems (the “HubBox API“); and/or
1.22 the “HubBox Technology” being:
(a) the code, software, systems, applications (including but not limited to web, mobile and desktop applications) and associated documentation that HubBox provides to you/your agency including but not limited to those that interact with the HubBox API; and/or
(b) any module, extension, plugin, cartridge or application that interacts with your store and reads/writes information to the HubBox API provided to you/your agency either directly by HubBox or via any digital distribution source including but not limited to the Magento Store, the Shopify App Store, the Salesforce Link Marketplace or GitHub.
By downloading, copying or using the HubBox API and/or HubBox Technology, including but not limited to making requests to the HubBox API, you agree to be bound by the terms of this Agreement.
1.3 HubBox shall be entitled to vary this Agreement from time to time by posting the varied terms on its website, and such variation shall be binding on you from the date which is 30 days after such posting. You agree that it is your responsibility to check the HubBox website at www.hub-box.com regularly.
2. Ownership and Scope of Licence
2.1 All intellectual property rights (including but not limited to copyright and database rights) in the HubBox API and HubBox Technology are owned by HubBox and its licensors. All rights are reserved.
2.2 HubBox grants you a non-exclusive, revocable, non-sublicensable licence to use the HubBox API and the HubBox Technology for the sole purpose of creating an interface from a web page to HubBox’s systems for the sole purpose of enabling users to arrange for the physical delivery of items to locations on the network of HubBox geographical delivery locations, UPS Access Point TM locations and/or your own stores.
2.3 You may not:
- use the HubBox API and/or HubBox Technology for any purpose other than those set out in this Agreement
- use the HubBox API and/or HubBox Technology to create or provide any service of the same type as, or which competes with, any service provided by HubBox or UPS Access Point TM locations;
- provide the HubBox API and/or HubBox Technology, or access to them, to any third party;
- use the HubBox API and/or HubBox Technology in a way which seeks to circumnavigate or does or could undermine or compromise HubBox’s security;
- interfere with, disable or modify any part of HubBox’s services, systems or software including, but not limited to the HubBox API and/or HubBox Technology;
- make public, publish or redistribute any source code provided outside of the context of use in your systems including but not limited to your eCommerce application, Enterprise Resource Planning application and backend systems;
- remove or alter any proprietary marks, branding or notices from any HubBox service or software, including but not limited to the HubBox API and/or HubBox Technology;
- decompile, reverse engineer or modify the HubBox API and/or HubBox Technology, except to the extent required to be permitted by law.
3. Liability and Warranty Exclusion
3.1 To the extent permitted by applicable law, the HubBox API and HubBox Technology are provided “as is”, without warranty of any kind, express or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose and non-infringement. In no event shall HubBox be liable for any claim, damages or other liability, whether in contract, tort (including but not limited to negligence) or otherwise, arising from, out of or in connection with the HubBox API and/or HubBox Technology or this Agreement.
3.2 HubBox shall have no liability in connection with this Agreement, whether in contract, tort (including but not limited to negligence) or otherwise, for any indirect loss, any loss of profit or revenue, any loss of data, any loss of use including loss of use of any computer system, any loss of anticipated savings or any loss of goodwill.
3.3 HubBox’s liability in connection with this Agreement shall be limited to £10 (ten pounds sterling).
3.4 Notwithstanding any contrary provision in this Agreement, neither party limits or excludes its liability in respect of:
(a) any death or personal injury caused by its negligence
(b) its fraud; or
(c) any liability which cannot be excluded under applicable law
4.1 If any provision of this Agreement is declared by any competent court or body to be illegal, invalid or unenforceable under the law of any jurisdiction, or if any enactment is passed that renders any provision of this Agreement illegal, invalid or unenforceable under the law of any jurisdiction this shall not affect or impair the legality, validity or enforceability of the remaining provisions of this Agreement, nor the legality, validity or enforceability of such provision under the law of any other jurisdiction.
4.2 If the circumstances referred to in 4.1 should arise at any time, but the relevant provision would cease to be illegal, invalid or unenforceable if some part of it were modified, the provision shall apply with whatever modification is necessary to make the provision legal, valid and enforceable and to give effect, to the greatest extent possible, to the commercial intention of the parties.
4.3 The failure to exercise or delay in exercising a right or remedy provided to a party under this Agreement shall not constitute a waiver of that right or remedy, and no waiver by a party of any breach of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision. Each right or remedy of a party under this Agreement is without prejudice to any other right or remedy of that party under this Agreement or at law.
4.4 A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.
4.5 This Agreement constitutes the entire agreement and understanding between the parties relating to the matters contemplated by or in connection with this Agreement and supersedes any other agreement or understanding (written or oral) between the parties or any of them relating to the same.
4.6 Each party acknowledges and agrees that it does not rely on, and shall have no remedy in respect of, any promise, assurance, statement, warranty, undertaking or representation made (whether innocently or negligently) by any other party or any other person except as expressly set out in this Agreement in respect of which its sole remedy shall be for breach of contract.
4.7 Nothing in this Agreement, however, shall operate or be construed to exclude or limit any liability of any person for fraud, including fraudulent misrepresentation.
4.8 You may not assign, securitise or otherwise transfer all or any part of your rights and/or obligations under this Agreement. HubBox may, without your consent, assign all or any part of its rights and/or obligations under this Agreement at any time to any third party.
4.9 This Agreement and any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims) is governed by and shall be construed in accordance with English law.
4.10 The parties submit to the exclusive jurisdiction of the English courts for all purposes relating to and in connection with this Agreement and any such dispute or claim in connection with it.