This Master Service Agreement ("Agreement") is entered into by and between Hub Data, Inc., a Delaware corporation with its registered office at 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808, United States ("Hub"), and the entity or individual purchasing or using the Services ("Customer").

Hub and Customer are collectively referred to as the "Parties" and individually as a "Party."

By executing an Order Form, accessing, or using the Services, Customer agrees to be bound by this Agreement.

1. Definitions

• "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.
• "Applicable Law" means all laws, regulations, and regulatory requirements applicable to the Services, including the GDPR, UK GDPR, CCPA/CPRA, and U.S. federal and state laws.
• "Confidential Information" means any business, technical, or financial information disclosed under this Agreement that is not public.
• "Customer Data" means any data or information provided by Customer for processing through the Services.
• "Hub Network" means Hub's distributed network of users who voluntarily contribute idle bandwidth and devices, with full consent and rewarded via the Hub platform, enabling lawful collection of public web data.
• "Order Form" means a written or electronic document executed by the Parties describing the Services purchased, fees, and specific terms.
• "Output Data" means structured datasets, data streams, or other data products generated and delivered by Hub.
• "Services" means Hub's provision of datasets (pre-packaged and custom), live data streams, APIs, software, infrastructure, and related offerings.

2. Provision of Services

2.1 Scope. Hub shall provide the Services as described in applicable Order Forms or Statements of Work.

2.2 Hub Network. Hub confirms that Output Data is collected from publicly available sources, through the Hub Network and other lawful methods. No personal data of Hub Network participants is shared with Customers.

2.3 Datasets. Hub provides both pre-packaged datasets and custom datasets or live streams tailored to Customer's requirements.

2.4 Changes. Hub may update or enhance the Services from time to time, provided that such updates do not materially degrade core functionality.

3. Customer Obligations

3.1 Lawful Use. Customer shall use the Services only in accordance with this Agreement and Applicable Law.

3.2 Resale Restriction. Customer shall not resell, sublicense, or redistribute Output Data to third parties except where expressly authorized in writing by Hub.

3.3 Compliance Responsibility. Customer is responsible for ensuring that its use of the Services, including integration of Output Data into its systems, complies with Applicable Law.

3.4 No Misuse. Customer shall not:

• Attempt to re-identify individuals from Output Data.
• Use the Services to process personal data without lawful basis.
• Use the Services for fraud, malicious activity, or violation of third-party rights.

4. Data Protection & Compliance

4.1 Roles.

• For Customer Data, Hub acts as a data processor/service provider and Customer is the data controller/business.
• For Output Data, Hub acts as an independent data controller, responsible for lawful collection and resale.

4.2 Processing. Hub will process Customer Data only on Customer's documented instructions, including as described in this Agreement and any Order Form.

4.3 Security. Hub shall implement industry-standard technical and organizational measures, including encryption, access controls, audit logging, and vendor due diligence, to protect Customer Data and Output Data.

4.4 Audit Rights. Customer may, upon reasonable notice and not more than once per year, audit Hub's compliance with this Section. Such audits shall not unreasonably disrupt Hub's operations and are subject to confidentiality protections.

4.5 Data Subject Rights. Hub will provide reasonable assistance to Customer in fulfilling data subject rights requests under GDPR, UK GDPR, and CPRA.

4.6 International Transfers. Where required, Hub uses Standard Contractual Clauses (SCCs), the UK Addendum, or other lawful mechanisms for cross-border transfers.

5. Service Levels

5.1 Service Commitments. Availability, performance, and support obligations shall be specified in the applicable Order Form or Service Level Agreement (SLA) executed between the Parties.

5.2 No General SLA. Unless expressly set out in an Order Form, no universal SLA is provided under this Agreement.

6. Confidentiality

6.1 Each Party shall keep the other's Confidential Information secure and use it solely for purposes of this Agreement.

6.2 Confidentiality obligations survive termination of this Agreement.

7. Intellectual Property

7.1 Hub Rights. Hub retains all intellectual property rights in the Services, the Hub Network, Output Data, and all related technology and know-how.

7.2 Customer Rights. Customer retains ownership of Customer Data.

7.3 License Grant. Hub grants Customer a limited, non-exclusive, non-transferable license to use Output Data solely for internal business purposes, subject to the terms of this Agreement.

8. Fees & Payment

8.1 Fees. Customer shall pay fees as set out in the applicable Order Form.

8.2 Payment Terms. Unless otherwise specified, invoices are payable net 30 days from issuance.

8.3 Late Payments. Overdue amounts may accrue interest at 1.5% per month or the maximum rate permitted by law.

8.4 Taxes. Fees are exclusive of applicable taxes, which shall be borne by Customer.

9. Warranties & Disclaimers

9.1 Mutual Warranty. Each Party warrants it has authority to enter into this Agreement.

9.2 Hub Warranty. Hub warrants that:

• Services will be provided in a professional and workmanlike manner;
• Output Data is collected from publicly available sources through lawful means.

9.3 Disclaimer. Except as expressly provided, the Services and Output Data are provided 'as is', without warranties of merchantability, fitness for purpose, or non-infringement.

10. Limitation of Liability

10.1 Neither Party shall be liable for indirect, incidental, consequential, special, or punitive damages.

10.2 Hub's total liability under this Agreement shall not exceed the fees paid by Customer in the twelve (12) months preceding the claim.

11. Term & Termination

11.1 This Agreement commences on the Effective Date and continues until terminated.

11.2 Either Party may terminate with thirty (30) days' written notice.

11.3 Either Party may terminate immediately upon:

• Material breach not cured within fifteen (15) days;
• Insolvency, bankruptcy, or cessation of business.

11.4 Upon termination, Customer must cease use of the Services. Hub will delete or return Customer Data in accordance with Applicable Law.

12. Export Control & Sanctions

Customer shall not use the Services in violation of U.S. export control laws, trade sanctions, or restricted party regulations.

13. Governing Law & Jurisdiction

This Agreement shall be governed by the laws of the State of Delaware, United States, without regard to conflict of law principles.

The Parties submit to the exclusive jurisdiction of the state and federal courts located in Delaware.

14. Miscellaneous

14.1 Entire Agreement. This Agreement, together with Order Forms, constitutes the entire agreement between the Parties.

14.2 Amendments. Must be in writing and signed by both Parties.

14.3 Assignment. Neither Party may assign without written consent, except to an Affiliate or successor.

14.4 Severability. If any provision is found invalid, the remainder shall remain enforceable.

14.5 Force Majeure. Neither Party is liable for failure to perform due to events beyond reasonable control (including natural disasters, strikes, or government actions).

14.6 Survival. Sections relating to confidentiality, IP, limitation of liability, and governing law survive termination.

15. Contact