01The agreement
These terms are offered by Huberway LLC, a Wyoming limited liability company, with its registered office at 1309 Coffeen Avenue, Suite 1200, Sheridan, WY 82801, United States; EIN 35-2903558. In these terms, “Huberway”, “we” and “us” mean that company. “Customer” means the business or professional identified in an accepted order. Contact: hello@huberway.com.
Our paid services are offered exclusively for business or professional purposes. The individual placing an order must have authority to bind the Customer. A purchase is formed through an order signed by both parties or an electronic checkout that identifies the service, price, billing period and applicable terms and records affirmative acceptance. Merely reading this website does not create a paid subscription.
The agreement consists of the accepted order, these terms and any schedules expressly incorporated into the order. A signed negotiated agreement prevails over these standard terms. A data processing agreement prevails for its subject matter; mandatory transfer clauses prevail over inconsistent provisions. A product-specific agreement applies where it identifies a different supplier or expressly replaces these terms. Brand names alone do not identify the contracting entity.
These terms govern Huberway LLC services. A purchase from an independent merchant using Esdra is governed by that merchant’s identified terms. A consumer cannot lose mandatory rights because an interface labels an order B2B: see https://legal.huberway.com/consumer-information. The product schedules identify the relevant service responsibilities: https://legal.huberway.com/product-schedules.
For an account created without a paid order, affirmative account acceptance forms the account-use agreement with the individual registering, and with an organisation only where that person is authorised to act for it. Huberway permits use of the enabled free functions for their documented purpose subject to access, acceptable-use, data-rights and security rules. No subscription fee or paid service term is created by free registration. A later paid order specifies its own fees, entitlements and organisation; it does not prove authority retrospectively. Guest access does not itself create a paid order or acceptance by browsing.
02Services and access
Depending on the order, services may include Expandigo business discovery; Esdra Cloud business applications; Orion AI orchestration; Sales360 sales systems; and implementation, integration or consulting work. Features, authorised users, usage allowances, infrastructure and support scope are those specified in the order. Illustrations and demonstrations are not promises of particular results or deliverables.
During the paid service term, Huberway grants the Customer a non-exclusive right to use the purchased service for its business, within the order and documentation. Resale, sublicensing or service-bureau use requires written permission. Customer personnel and authorised contractors may use the service under the Customer’s account; the Customer is responsible for their authorised use.
The Customer must keep its business and billing details accurate, protect credentials, assign access according to role and promptly report suspected unauthorised access. Huberway remains responsible for its own contractual security obligations. Neither party is automatically excused from responsibility because an account was compromised.
03Fees, billing and renewal
The order must identify the currency, fees, taxes, billing interval, included usage and any usage-based charges. Unless the order states otherwise, subscription fees are payable before the relevant service period and consulting invoices are due 30 days after issue. Taxes applicable to the supply are additional where not included in the stated price; Huberway remains responsible for taxes on its own income.
An order renews automatically only if the customer-facing order expressly provides for recurring renewal and records the Customer’s agreement. The renewal period and cancellation deadline must be disclosed there. If an order does not specify automatic renewal, it expires at the end of its stated term. Huberway will communicate a renewal price increase at least 30 days before it applies, giving the Customer an opportunity not to renew.
A trial converts to a paid service only on the terms affirmatively accepted when the trial was activated. No paid conversion is inferred solely from use of this website. The Customer may dispute an invoice in good faith by contacting hello@huberway.com with the relevant details; undisputed amounts remain payable. Overdue undisputed fees may lead to suspension after written notice and a reasonable opportunity to pay.
04Cancellation, termination and refunds
The Customer can give a non-renewal instruction through an available account control or by emailing hello@huberway.com from an authorised business contact. Huberway will confirm receipt. Unless an order expressly permits earlier cancellation, non-renewal takes effect at the end of the current paid term. Stopping use alone does not cancel an accepted payment obligation.
Either party may terminate an affected order for a material breach that remains unremedied 30 days after written notice describing the breach. Immediate proportionate suspension is permitted where necessary to contain a genuine security incident, unlawful activity or a binding legal requirement. Huberway will explain the reason and restoration requirements unless prohibited by law or doing so would compromise security.
Prepaid fees are not refundable merely because the Customer stops using the service, except as stated in the order or required by law. If the Customer terminates for Huberway’s uncured material breach, or Huberway discontinues a paid service before the end of its term without an equivalent agreed substitute, Huberway will refund the prepaid unused portion. Fees for accepted consulting work already performed remain due.
After termination, the Customer may request an export of its available Customer Data during a 30-day retrieval period, subject to lawful restrictions. Any special migration assistance and its cost must be agreed. Operational deletion and backup retention must follow the applicable data processing schedule; expiry of an account is not a representation that every backup copy has already been erased.
Where the EU Data Act rules for switching data processing services apply, they prevail over shorter retrieval windows or incompatible exit restrictions. The switching arrangement must identify exportable data and assets, formats, exclusions, notice, transition and retrieval periods, assistance, security and lawful charges. A claim that a service is cloud software does not establish that every exemption or technical capability applies.
05Customer data and intellectual property
As between the parties, the Customer retains its rights in data, documents, contacts, prompts and other material it supplies (“Customer Data”). The Customer grants Huberway only the rights needed to host, process, transmit and display that material to deliver the agreed service, follow documented instructions and meet applicable legal obligations. This is not a sale of Customer Data.
Huberway and its licensors retain their rights in the platforms, software, models, reusable components, documentation and improvements. The order must identify ownership and permitted use of any bespoke deliverables. Unless it expressly transfers intellectual property, a consulting engagement grants the Customer a perpetual non-exclusive right to use fully paid project deliverables for its internal business; pre-existing Huberway technology remains licensed under the applicable service terms.
Third-party software, data sources and open-source components remain subject to their applicable rights and licences. Huberway does not promise exclusive ownership or non-infringement of every AI-generated output; the AI provisions below describe the additional allocation of rights and responsibility.
06Acceptable use and commercial outreach
The Customer must have a lawful basis and appropriate rights to provide data and instruct its processing. Business contact details can still be personal data. Access to a contact through Expandigo does not itself establish consent or permission to send unsolicited messages.
The Customer is responsible for its campaigns, recipient notices, suppression lists, consent or other lawful basis, and compliance with applicable marketing, anti-spam and telemarketing rules. Huberway remains responsible for processing and communications it independently controls.
- Do not upload unlawful content, malware, stolen credentials or data obtained through unauthorised access.
- Do not bypass access controls, extract other customers’ data, perform unapproved intrusive security tests or interfere with service availability.
- Do not use the services for unlawful discrimination, deceptive impersonation, harassment, fraudulent communications or prohibited surveillance.
- Do not supply sensitive regulated data or children’s data unless the specific service and a written agreement expressly support that processing.
- Observe applicable export-control and sanctions restrictions. Reverse engineering restrictions apply only to the extent permitted by applicable law.
07Orion and AI services
Orion connects business context, permitted data sources, models and tools. The order must identify the available functions, authorised integrations, relevant model providers and permitted processing purposes. Access to all models or technologies shown in an illustration is not included unless agreed.
AI outputs can be inaccurate, incomplete, non-unique or unsuitable for a particular use. The Customer must review important outputs before relying on them, publishing them or using them to change records, send communications, place orders or affect another person. The Customer must configure appropriate permissions and human approvals for consequential actions. AI output is not professional legal, medical, financial or other regulated advice.
Huberway assigns to the Customer any rights Huberway may hold in outputs generated specifically from the Customer’s use, to the extent legally assignable, excluding underlying software, models, third-party material and pre-existing intellectual property. This does not guarantee that an output is copyrightable or unique.
Processing for service delivery and retrieval of company context is distinct from training a general-purpose model. These terms do not authorise general model training on Customer Data. Any such use requires a separate explicit written arrangement specifying data, purposes, providers, retention and applicable rights. Provider-specific handling of prompts, outputs and logs must be documented before the relevant integration is activated.
AI must not be used as the sole basis for decisions producing legal or similarly significant effects on individuals without a lawful basis, required notices, safeguards and meaningful human oversight. Neither a successful demo nor an illustrative token counter is a contractual service-level or usage report.
08Expandigo, Esdra and connected systems
Expandigo supports commercial research and qualification; data freshness, coverage and accuracy depend on the relevant sources. The Customer must verify material information and outreach permissions before using it. No number of leads, sales or market entries is guaranteed unless expressly stated in an order.
Esdra supports business operations through the applications enabled for the Customer. The Customer is responsible for the accuracy of its commercial, inventory, pricing and tax inputs and for reviewing outputs used in its business. Huberway is responsible for the contracted functionality and its own performance.
Connections to third-party systems require the Customer’s authorisation and adequate access rights. Third parties may change their interfaces or terms. Huberway will communicate material integration impacts it becomes aware of; replacement work outside the agreed scope requires a change order. Third-party charges must be disclosed or accepted separately.
09Sales360 and enterprise project schedule
An enterprise project requires a statement of work (“SOW”) identifying the Customer’s objectives, systems to connect, deliverables, responsible contacts, timeline, dependencies, fees, acceptance criteria, support and data-processing arrangements. Discovery does not authorise unrestricted access to production systems.
The Customer must provide timely access, decisions and reasonably requested information. Huberway must use that access only for the authorised project. Either party must raise material dependency failures promptly. Scope, budget or timetable changes require written agreement before additional chargeable work proceeds.
Unless the SOW specifies another process, the Customer has 10 business days after delivery to test a deliverable against the agreed criteria and identify material non-conformities in writing. Huberway will correct substantiated non-conformities and resubmit for review. Silence alone does not constitute acceptance. Neither party may unreasonably delay acceptance of conforming work.
A production rollout, data migration or external communication must follow the authorisation, backup and rollback arrangements in the SOW. Support hours, response targets and any uptime commitment must be stated there. No 24-hour support, fixed uptime percentage or guaranteed sales result is implied by these terms.
10Confidentiality and data protection
Each party must protect the other’s non-public business, technical and financial information with reasonable care, use it only for the agreement, and disclose it only to personnel and service providers who need access and are bound by appropriate duties. The duty does not cover information lawfully known without restriction, independently developed, lawfully received from another source or public without breach.
Where disclosure is required by law, the receiving party will, where legally permitted, give notice and limit disclosure to what is required. Confidentiality continues for three years after termination and for trade secrets while they remain protected by applicable law. Personal-data obligations continue for as long as the data is held.
For processing on the Customer’s behalf, the parties must complete the linked data processing agreement and any required transfer mechanism before the affected processing begins. The Privacy Policy separately explains processing for which Huberway acts as controller. This agreement does not by itself establish GDPR certification, a Data Privacy Framework registration, SOC 2, ISO certification or suitability for regulated data.
11Data processing schedule
The data processing agreement at https://legal.huberway.com/data-processing-agreement governs customer-directed personal-data processing when incorporated into the accepted order. Its service particulars and any international-transfer annexes must be completed for the actual deployment. It does not transfer the customer’s controller responsibilities to Huberway.
12Performance and warranties
Huberway will perform professional services with reasonable skill and care and provide the paid service materially in accordance with the order and its applicable documentation. The Customer must promptly describe a material failure so Huberway can investigate and remedy it. Unremedied material failures are subject to the termination and refund provisions above.
Except for express promises in the agreement and rights that cannot lawfully be excluded, neither party gives additional implied warranties, including merchantability, fitness for a particular purpose or uninterrupted operation. Evaluation features identified as experimental may change and should not be the sole dependency for critical production operations. No disclaimer overrides mandatory data-protection duties or the express commitments in this agreement.
13Liability and third-party claims
To the extent permitted by law, neither party is liable to the other for indirect or consequential loss, including lost anticipated profits, arising from the agreement. Each party’s total aggregate liability under an affected order is limited to the fees paid or payable under that order in the 12 months before the event giving rise to the claim.
These exclusions and the cap do not apply to fraud, deliberate misconduct, gross negligence, amounts properly due for services, infringement or misuse of the other party’s intellectual property, or liability that applicable law does not permit to be limited. They do not limit a data subject’s rights against a responsible party or alter a regulator’s powers. Any different or additional allocation for confidentiality, data security or indemnities must be stated expressly in the signed order.
Each party remains responsible for third-party claims caused by its own unlawful conduct or breach. No unlimited duty to indemnify the other party is imposed by these standard terms. Any agreed defence or indemnity arrangement must define its scope, exclusions, control of defence and settlement approval in the order.
14Governing law and dispute resolution
Subject to mandatory applicable law and any different choice in a signed agreement, the agreement is governed by Wyoming law, excluding its conflict-of-law rules. The parties will first seek a good-faith resolution by notifying the other party of the dispute and allowing 30 days for discussion; either party may seek urgent protective relief without waiting.
Disputes are submitted to courts of competent jurisdiction in Wyoming: state courts in Sheridan County or, where federal subject-matter jurisdiction exists, the United States District Court for the District of Wyoming. These terms do not impose mandatory arbitration or a class-action waiver. This choice does not remove mandatory privacy rights, supervisory-authority remedies or other non-waivable protections.
15Changes, notices and general provisions
A new version applies to new orders and to existing orders only through their agreed amendment or renewal process. Posting a replacement page does not silently replace a signed contract or retroactively expand permission to use personal data. Huberway will give reasonable advance notice of material changes affecting an ongoing service and obtain agreement where required.
Formal notices to Huberway may be sent to hello@huberway.com or the registered office above, identifying the Customer and relevant order. Notices to the Customer use its designated business contact. Each party must keep those details current.
Neither party is responsible for delay caused by circumstances reasonably beyond its control, provided it promptly notifies the other and reasonably mitigates the effect; this does not excuse payment for delivered services or applicable data-security duties. Neither party may transfer an agreement in a way that materially reduces the other’s protection without consent, except a lawful business succession subject to the same obligations. Invalid provisions are limited or severed to the extent necessary; the remainder continues. A failure to enforce a provision once is not a continuing waiver.