1.2. Scope of Licence. 

1.3. Licence Restrictions. 

• copy, reproduce, modify, translate, enhance, adapt or create derivative works of the TruthHUB™ Software or Support Materials in whole or in part;
• lease, lend, sell, assign, publish transfer or otherwise make the TruthHUB™ Software or Support Materials available to any person or entity other than User;
• remove, delete, obscure supplement or change any proprietary notices, trademarks, or disclaimers from the TruthHUB™ Software or S Materials;
• use the TruthHUB™ Software or Support Materials in any manner or for any purpose which infringes or violates any intellectual property, privacy or other any other right of any Person or that violates any applicable law;  
• use the TruthHUB™ Software or Support Materials for the purposes of developing a competing software or product, or for any other purpose that is to CloutHub®’s detriment or commercial disadvantage;
• use the TruthHUB™ Software or Support Materials other than for the Permitted Use or for any manner or purpose not expressly permitted by this Agreement.

2. TruthHUB™ Platform, Software Access and Account Configuration

2.1. User Account Configuration.

2.2. CloutHub®’s Conditions of Use for TruthHUB™ Platform and TruthHUB™ Software:

• Users shall agree to abide by the terms of the TruthHUB™ Terms, Privacy Policy and this Agreement, all of which CloutHub® may modify or change from time to time at our sole discretion.
• Users shall immediately notify CloutHub® of any violation of the TruthHUB™ Terms, Privacy Policy or the terms of this Agreement by any person upon a User becoming aware of such violation.

2.3. Account Responsibility:

1. CloutHub® shall not be responsible for any loss of information due to any act such as loss or of the password by the User, or any breach by the User of the TruthHUB™ Terms, Privacy Policy and/or this Agreement.

3. Fees and Payment.

• Licence Fees and Payment.In order to access and use the TruthHUB™ Software, the User shall pay to CloutHub® subscription fees (“Subscription Fees”) as outlined on the TruthHUB™ website. These Subscription Fees may be changed at CloutHub®’s sole discretion from time to time. Notice of any such changes to the Subscription Fees will be provided via email to the email address associated with your User Account.
• All Fees and other amounts payable by User to CloutHub® under this Agreement are exclusive of taxes. User is responsible for the payment of all applicable taxes.
• Manner of Payment.User authorizes the recurring payment of Subscription Fees through Stripe or other third-party payment platform utilized by CloutHub®.
• No refund/ Return Charge.Users are not entitled to any refund or return charge five (5) days after subscription to the TruthHUB™ Software.

4. Responsibilities.

• user responsibilities.By using the TruthHUB™ Software, the User accepts all responsibility for their actions, whether deliberate or indeliberate in nature. User agrees to take full responsibility for any harm or damage suffered through any access, use, non-compliant use, prohibited use or non-use of the TruthHUB™ Software. User agrees to use reasonable judgment and conduct due diligence before taking any action or implementing any plan or strategy with respect to the use or access of the TruthHUB™ Software.
• CloutHub® Responsibilities.CloutHub® is responsible for ensuring that User is provided with access to the TruthHUB™ Software through the TruthHUB™ Platform and may take measures at their sole discretion to ensure that such use of the TruthHUB™ Software complies with the terms of the TruthHUB™ Terms, Privacy Policy and this Agreement.  In the event that CloutHub® discovers that an unauthorized user is using the TruthHUB™ Software in a manner in breach of this Agreement (“Breaching User”), CloutHub® may at their sole discretion immediately restrict the Breaching User’s access to and use of the TruthHUB™  

5. Term and Termination.

5.1 Term.

5.2 Renewal.

5.3 Termination. 

(i) if CloutHub®, in its sole discretion, determines that the User has failed to comply with any terms set out in the CloutHub® Terms, Privacy Policy or this Agreement.

• by CloutHub®, effective on 5 days email notice to User, if User fails to pay any amount when due under this Agreement, where such failure continues for more than 5 days after CloutHub®’s delivery of email notice thereof (“Payment Failure”); or
• by either Party, effective on written notice to the other Party, if the other Party materially breaches this Agreement and such breach is incapable of cure.

5.4 Effect of Termination or Expiration.

5.5 Surviving Terms.

6. IP Rights.

6.1 IP Rights.

6.2 IP Ownership. User acknowledges and agrees that: 

• the TruthHUB™ Software is licensed, not sold to User by CloutHub®, and User does not and will not have or acquire under or in connection with this Agreement any ownership interest in the TruthHUB™ Software or in any related IP Rights whatsoever;
• CloutHub® is and will remain the sole and exclusive owner of all right, title, and interest in and to the TruthHUB™ Software, including all IP Rights relating thereto, subject only to the limited licence granted to User under this Agreement; and
  • Without limiting any of the foregoing IP Rights and as further described in the TruthHUB™ Terms, copyright in  TruthHUB™’s Platform and the TruthHUB™ Software, including but not limited to the underlying HTML, text, illustrations, designs, icons, audio clips, video clips, documents, products, software and all other content is either owned or licensed by CloutHub® and protected worldwide by the relevant legislation in the jurisdiction where it is accessed through the TruthHUB™ Software and elsewhere. Except as permitted herein, none of the TruthHUB™ Software may be copied, reproduced, distributed, republished, accessed, downloaded, displayed, posted or transmitted in any form or by any means other than pursuant to the terms set forth in this Agreement and in accordance with the Permitted Use.
  • Trademarks. Without limiting any of the foregoing IP Rights and as further described in the TruthHUB™ Terms, all of CloutHub®’s trademarks contained in or associated with the TruthHUB™ Software are trademarks of CloutHub® and protected worldwide by the relevant legislation in the jurisdiction where CloutHub® uses said trademarks in association with its TruthHUB™ Platform and Software and elsewhere. Licensing, purchasing or otherwise providing User with access to the TruthHUB™ Software should not be interpreted as a grant of any licence to use any trademark or mark without CloutHub®’s express prior written permission.
  • User Cooperation and Notice of Infringement.User shall, during the Term and any renewal Term thereafter:
• take all commercially appropriate and reasonable measures to safeguard the TruthHUB™ Software (including all copies thereof, if applicable) from infringement, misappropriation, theft, misuse or unauthorized access;
• at CloutHub®’s expense, take all such steps as CloutHub® may reasonably require to assist CloutHub®in maintaining the validity, enforceability and CloutHub®’s ownership of the IP Rights in the TruthHUB™ Software;
• promptly notify CloutHub® in writing if User becomes aware of:
• any actual or suspected infringement, misappropriation, or other violation of CloutHub®’s IP Rights in or relating to the TruthHUB™ Software; or
• any claim that the TruthHUB™ Software, including any access, use, marketing, sale or other disposition of the TruthHUB™ Software, in whole or in part, infringes, misappropriates, or otherwise violates the IP Right or other rights of any Person; and
• at CloutHub®’s sole expense, fully co-operate with and assist CloutHub® in all reasonable ways in the conduct of any claim, suit, proceeding or action by CloutHub® to prevent any actual or threatened infringement, misappropriation, or violation of CloutHub®’s IP Rights, and to attempt to resolve any claims relating to the TruthHUB™ Software.
  • No Implied Rights.Except for the limited rights and licences expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to User or any third-party any IP Rights or other right, title, or interest in or to any of the TruthHUB™ Software or Support Materials.

7. Representations and warranties.

• User Warranties.User covenants, represents and warrants that (i) by using the TruthHUB™ Software, you agree and have the authorization to agree to be bound by this Agreement and (ii) will at all times comply with all applicable laws in your jurisdiction in connection with the use of the TruthHUB™ Software.
• CloutHub®’s Warranties.CloutHub® does not warrant, during the Term and thereafter:

against problems caused by User’s use of the TruthHUB™ Software with any third-party software, misuse, improper testing, unauthorized attempts to repair, modifications or customizations to the TruthHUB™ Software by the User or any other cause beyond the range of the intended and Permitted Uses of the TruthHUB™ Software;

against any malware, data breaches and data losses which could not have been avoided by adequate, state-of-the art security in accordance with CloutHub®’s then-current security practices; or

that the TruthHUB™ Software will achieve User’s intended results, nor that the TruthHUB™ Software has been developed to meet the User’s individual requirements.

• Subject to the limitations set out in Sections 7.2 and 9.3, and notwithstanding any other potential interruptions to the access and use of the TruthHUB™ Software, whether such interruptions are foreseen or unforeseen, CloutHub® warrants that the TruthHUB™ Software shall perform, during the Term and any renewals thereafter, when used in accordance with the terms of the Agreement. Support Services will be rendered with due care, skill and ability, and in accordance with recognized standard of good practice.

8. Disclaimers.

• TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TRUTHHUB™ SOFTWARE IS PROVIDED “AS IS” AND WITH ALL FAULTS AND CLOUTHUB® MAKES NO PROMISES, REPRESENTATIONS, OR WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE TRUTHHUB™ SOFTWARE, SERVICES AND INFORMATION, INCLUDING ITS CONDITION, ITS CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, OR THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, AND CLOUTHUB® SPECIFICALLY DISCLAIMS ALL IMPLIED (IF ANY) WARRANTIES OF TITLE, MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, LACK OF VIRUSES, ACCURACY OR COMPLETENESS, QUIET ENJOYMENT, AND QUIET POSSESSION. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE TRUTHHUB™ SOFTWARE, SERVICES AND INFORMATION LIES WITH USER.
• TRUTHHUB™ MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE TRUTHHUB™ SOFTWAREOR ANY WEBSITES LINKED TO OR FROM THE TRUTHHUB™ SOFTWARE AND ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE PLATFORM AND/OR SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR  ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PLATFORM AND/OR SERVICES, (5) ANY MALWARE, BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE PLATFORM AND/OR SERVICES BY ANY THIRD-PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIAL OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULTTOF THE USE OF ANY CONTENT POSTED, TRANSMITTED OR OTHERWISE MADE AVAILABLE BY THE TRUTHHUB™ SOFTWARE AND/OR SERVICES.
• CLOUTHUB® DOES NOT WARANT, ENDORSE GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD-PARTY THROUGH THE TRUTHHUB™ SOFTWARE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN USER AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A SOFTWARE OR PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, USER SHOULD USE YOUR BEST JUDGEMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

• Limitations of Liability.
  • TRUTHHUB™TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CLOUTHUB® OR ITS AFFILIATES BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, OR EXEMPLARY DAMAGES WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT OR USER’S USE OF OR INABILITY TO USE THE TRUTHHUB™ SOFTWARE, SERVICES AND INFORMATION, OR THE PROVISION OR FAILURE TO PROVIDE SUPPORT SERVICES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY (INCLUDING OF GOOD FAITH OR REASONABLE CARE), NEGLIGENCE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER CLAIM FOR PECUNIARY OR OTHER LOSS WHATSOEVER, OR FOR ANY CLAIM OR DEMAND AGAINST USER BY ANY OTHER PARTY, EVEN IF USER  HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
  • NOTWITHSTANDING ANY DAMAGES USER MAY INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF CLOUTHUB® AND ANY OF ITS AFFILIATES UNDER ANY PROVISION OF THIS AGREEMENT AND USER’S EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID FOR THE TRUTHHUB™ SOFTWARE LICENCE OR USD $1.00. THE FOREGOING LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
  • Force Majeure.Neither the User nor CloutHub® shall incur any liability for any loss or any failure to perform any obligation under this Agreement due to causes beyond the Parties control including without limitation: acts of Gods, flood, fire, earthquake, explosion,  war, invasion, hostilities, terrorist threats or acts, riot or other acts of civil unrest, government order or law, actions, embargoes, blockades, action by any government authority, national or regional emergency,  industrial disputes, strikes, labour stoppages, epidemics, pandemics, emergency state of whatever nature, power loss, telecommunication failure or any other unforeseeable cause beyond either Party’s reasonable control.
•  

User agrees to defend and hold harmless CloutHub® and its affiliates, employees, officers, directors, agents, successors and assigns, at User’s own expense, against any and all third-party liability (including damages, recoveries, deficiencies, interest, penalties and legal fees), directly or indirectly arising from or in connection with : (i) use of the Software or otherwise; (ii) violation of any third party rights (including third party intellectual property rights or privacy rights); and (iii) your use of the Software contrary to the Agreement.

• • Relationship of the Parties.Nothing contained in this Agreement shall be construed as creating any partnership, joint venture, employment or fiduciary relationship between the Parties. Neither Party shall have the authority to contract on behalf of or bind the other Party in any manner whatsoever.
  • Any notice, request, consent, claim, demand, waiver, or other communication under this Agreement is to be made in accordance with the Notice provisions set out in the TruthHUB™ Terms.  
  • The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.
  • Entire Agreement.This Agreement together with the TruthHUB™ Terms and Privacy Policy and any other documents incorporated herein by reference, constitutes the complete and entire agreement of the Parties with respect to the subject matter of this Agreement.
  • User shall not assign or otherwise transfer any of its rights or delegate or otherwise transfer any of its obligations or performance, under this Agreement.
  • No waiver by CloutHub® of any of the provisions herein shall be effective unless explicitly set forth in writing and signed by CloutHub®. Further, no failure by CloutHub® to exercise or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof.
  • If any provision, term or Section of this Agreement is held to be void, illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall not affect or impair the legality, validity or enforceability of the remaining provisions in any way. Such provision, term or Section shall be ineffective only to the extent of such invalidity, illegality, or unenforceability.
  • Governing Law. This Agreement shall be governed, interpreted and enforced in accordance with the State of Nevada, as applicable.
  • Forum Selection. The Parties to this Agreement irrevocably submit to the exclusive jurisdiction of the courts of State of Nevada. Any dispute arising from or in relation to this Agreement shall be solely and exclusively conducted in the courts located in the State of Nevada.