Master Subscription Agreement

"Service" means the Hubia platform: the real-estate transaction, contract, document, CRM, commission and marketing system, the AI assistant operating inside it, the mobile and web applications, and any related support, as described in the Documentation.

"Order Form" means a document signed by both parties that identifies the Plan, number of Seats or Active Transaction tier, Subscription Term, Fees and any special terms, and references this Agreement.

"Plan" means one of the subscription editions Hubia offers: Solo, Team, Brokerage, TC 30, TC 60 and TC 100, each with the allowances described in the applicable Order Form.

"Seat" means a licence for one named individual to use the Service. A Seat may be reassigned to a different individual when the previous user no longer needs access, but may not be shared or used concurrently by more than one person.

"Users" means Customer's employees, contractors, agents and transaction coordinators to whom Customer assigns a Seat.

"Active Transaction" means a transaction record in the Service that is not in a closed, cancelled or archived state. Each Plan includes a number of Active Transactions per Seat; on the Team, Brokerage and TC Plans that allowance is shared across the Customer's Users rather than reserved to any one of them.

"Credits" means the units of account that AI and marketing actions in the Service consume. Credits included in a Plan each billing cycle are "Plan Credits", held either by an individual Seat (on the Solo Plan) or by Customer and shared across its Users (on the Team, Brokerage and TC Plans). Credits bought in a pack are "Purchased Credits", held either by the User who bought them or by Customer where Customer bought them for its Users. Credits granted to a User with their trial under section 8.7 are "Trial Credits": they are held by that User alone and are neither Plan Credits nor Purchased Credits.

"Customer Data" means all data, documents, contracts, contact records, messages, images and other content that Customer or its Users upload to or create in the Service, and the outputs the Service generates from them for Customer.

"Documentation" means the product documentation, help content and published policies at hubia.tech, as updated from time to time.

"DPA" means Hubia's Data Processing Agreement published at hubia.tech/dpa, which is incorporated into this Agreement.

Right to use. Subject to this Agreement and payment of the Fees, Hubia grants Customer a non-exclusive, non-transferable right during the Subscription Term for its Users to access and use the Service for Customer's internal business of brokering, coordinating and marketing real-estate transactions.

Order Forms. Customer may subscribe to Plans, add Seats or change tiers by signing additional Order Forms. Each Order Form is governed by this Agreement. If an Order Form conflicts with this Agreement, the Order Form prevails for that order only.

Precedence. In the event of conflict the order is: the Order Form, then this Agreement, then the DPA, then the Terms of Service at hubia.tech/terms, which continue to fill any gap not addressed here.

Affiliates. Customer's affiliates may use the Service under Customer's Order Forms provided Customer remains responsible for their compliance.

Changes to the Service. Hubia continuously improves the Service and may add, change or retire features, provided it does not materially reduce the core functionality Customer subscribed to during the then-current Subscription Term.

One person per Seat. A Seat licenses one named individual. A Seat on a Team or Brokerage Plan covers that person's work on the subscribing company's transactions. Work performed for clients outside the company, including an independent transaction coordinator's own engagements, requires that person's own subscription.

Transaction Coordinator Plans. TC 30, TC 60 and TC 100 license an independent coordinator's own book of business across one or more client agents and brokerages, priced by the number of Active Transactions carried. Operating a single brokerage's internal pipeline through a TC Plan is not permitted; that use requires a Brokerage Plan.

Solo Plan. The Solo Plan is a personal subscription for one agent, who is the Customer. Its allowances belong to that agent's Seat. It is available to an agent whose brokerage does not subscribe to the Service, and equally to an agent who sits inside a brokerage that does; in either case the agent's subscription is their own and does not make the brokerage a party to this Agreement.

Responsibility for Users. Customer is responsible for its Users' compliance with this Agreement, for the accuracy of the information they enter, and for keeping credentials confidential. Customer will notify Hubia promptly of any unauthorised use of an account.

Restrictions. Customer will not, and will not permit anyone to: (a) sell, resell, rent or sublicense the Service; (b) use it to build a competing product; (c) reverse engineer it except as law permits; (d) upload malicious code or attempt to gain unauthorised access; (e) use it in violation of applicable law, including real-estate licensing, fair-housing, anti-spam and telemarketing rules; or (f) exceed the Plan's Seats by sharing accounts.

Messaging. Where Customer sends email, SMS or WhatsApp messages through the Service, Customer is the sender. Customer is responsible for holding the consents those channels and applicable law require, for honouring opt-outs, and for the content of the messages.

Seat count and minimums. Before subscribing to a Team or Brokerage Plan, Customer states the number of people who will use the Service. Customer is billed for that number of Seats, and never for fewer than the minimum stated on the Order Form (three for Team, eleven for Brokerage). A Customer with fewer Users than the minimum may subscribe: it is billed for the minimum and receives the minimum number of Seats' allowances in full. Every additional person given access beyond the number billed is an additional Seat, billed under section 4.5. Hubia may audit the number of active Users against the Seats ordered and invoice the difference where Users exceed them.

Who the Customer is. On a Solo Plan the Customer is the individual agent. On a Team Plan the Customer is the partner who subscribes and pays, on behalf of the Users named on the Order Form, who practise at the same brokerage; that brokerage is not a party to this Agreement by reason of the Team Plan. On a Brokerage Plan the Customer is the brokerage, signing through its broker of record. A User whose own Solo subscription is in force when their brokerage later subscribes is invited to join that Plan and is never moved to it without their agreement; the unused value of their own subscription becomes Purchased Credits held by them.

Acceptance. Each User accepts this Agreement for themselves, in their own name, before they first use the Service, together with the Terms of Use and the Privacy Policy; no User is bound by, or relieved by, another person's acceptance. Accepting this Agreement as a User who is not the Customer governs that person's use of the Service and does not make them liable for the Customer's Fees. An Order Form is accepted separately, at the time of purchase, by the Customer who subscribes to that Plan.

Allowances. Each Plan includes a number of Active Transactions and a monthly allowance of Plan Credits, stated on the Order Form. The Solo, Team and Brokerage Plans include five (5) Active Transactions for each Seat billed; the TC Plans are sized by the number of Active Transactions carried. On the Team, Brokerage and TC Plans the Active Transactions and Plan Credits are shared across the Customer's Users, first come first served; on the Solo Plan they belong to the Seat.

Credit consumption. AI and marketing actions consume Credits at the published rates. The Service displays the rate before each action, except in the chat assistant. A chat turn is priced after the reply, by the size of the work it actually did, and its size and any Credits it consumed are shown with that reply: a quick turn, which looks nothing up and reads no file, is included; a lookup, which reads Customer Data in the Service or searches the web, is included up to one hundred (100) lookups a month for each User on a Plan, or fifty (50) a month during a trial, and consumes ten (10) Credits after that; and a heavy turn, which reads an attached file, runs a deep analysis, generates a document, writes a long reply, or needs more than three rounds of lookups or more than three web searches, consumes thirty (30) Credits. An action the assistant carries out within a turn that has a published rate of its own, such as generating a document or running a deep analysis, consumes that rate as well. A failed action is not charged. Automatic deadline monitoring never consumes Credits. Hubia may change published rates on thirty (30) days' notice through the Service; changes do not apply retroactively. The re-denomination that accompanies version 1.3 of this Agreement, which multiplied every Credit figure and Credit balance by ten (10) and left every price in U.S. dollars unchanged, is dollar-neutral and is not a change of rates under this section; it takes effect for each User, together with the chat pricing described above, when they accept version 1.3.

Transaction overage. Opening an Active Transaction beyond the Plan allowance does not block work. Each additional Active Transaction (a "transaction space") consumes one hundred fifty (150) Credits when opened, charged to the User who opens it. Customer may instead add Seats or move to a higher tier by Order Form.

Refill, ownership and order of use. Plan Credits refill at the start of each billing cycle and do not carry over. Purchased Credits are valid for twelve (12) months from purchase and are non-refundable once spent. Purchased Credits belong to whoever bought them: Credits a User purchases are that User's, remain theirs if they move to another company on the Service, and are not available to any other User. An action consumes Credits in this order: the acting User's own Plan Credits (or, during their trial, their Trial Credits), then the Plan Credits shared across Customer's Users, then the acting User's Purchased Credits, then Purchased Credits bought by Customer for its Users. During a trial, a chat lookup beyond those included under section 4.2 consumes only Purchased Credits, the acting User's first and then Customer's, and never Trial Credits. No action ever consumes another User's Credits.

Seat changes. Where Customer is billed at the Plan's minimum, Users may be added up to that minimum at no further charge, because the allowances for those Seats are already provided. Seats added beyond the number billed are billed pro rata for the remainder of the current billing period and re-provision allowances immediately. Seat reductions and downgrades take effect at the next billing period and may not go below the Plan's minimum.

Autonomy. The assistant acts on Customer's records at the autonomy level Customer selects. One rule is fixed regardless of the setting: any document carrying dollar figures is routed to a person and can never auto-complete a task. Extracted amounts are compared against the transaction's own figures and flagged, never written in.

Attribution. Every change to Customer Data, whether made by a person or by the assistant, is attributed and logged in the Service.

Customer review. AI output can be wrong, incomplete or out of date. Customer remains responsible for reviewing anything the assistant produces before relying on it, sending it to a third party, or filing it. Hubia is a software tool; it is not a law firm, a brokerage or a tax adviser, and nothing the Service produces is legal, tax or brokerage advice.

Third-party models. AI features are delivered using third-party model providers listed in the Subprocessors page at hubia.tech/subprocessors, under terms that prohibit those providers from using Customer Data to train their models. Hubia does not use Customer Data to train generalised AI models.

Generated marketing content. Images, video and copy the Service generates for Customer are Customer Data. Customer is responsible for the accuracy of property facts in generated content and for its compliance with advertising and fair-housing rules.

The Service provides electronic signature under the U.S. ESIGN Act and the Florida Uniform Electronic Transaction Act. Signers consent to transact electronically before signing. Each completed envelope produces a sealed document and an audit certificate retained with the transaction.

Customer is responsible for determining whether an electronic signature is appropriate for a given document and for verifying signer identity to the standard its brokerage, lender or title company requires.

Ownership. Customer owns Customer Data. Customer grants Hubia a licence to host, process, transmit and display Customer Data solely to provide, secure and improve the Service for Customer and as the DPA permits.

Data protection. The DPA governs Hubia's processing of personal data in Customer Data, including the subprocessor list, security measures and breach notification.

Export. Customer may export Customer Data from the Service at any time during the Subscription Term.

After termination. For thirty (30) days after the Subscription Term ends Hubia will keep Customer Data available for export. After that window Hubia deletes what remains, except where law requires retention or where a signed envelope's audit record must be preserved.

Third-party data. Data obtained through connected services (MLS feeds, county records, email, calendar, messaging channels) is subject to those services' terms. MLS listing data is available only where Customer's brokerage has approved a feed, and remains subject to the MLS's rules.

Usage data. Hubia may collect and use aggregated, de-identified usage data to operate and improve the Service, provided it does not identify Customer, its Users or its clients.

Fees. Customer will pay the Fees on the Order Form. Monthly plans are billed monthly in advance. Annual plans are billed once per year in advance at a twenty percent (20%) discount to the monthly rate, and the annual amount actually charged is stated on the Order Form.

Payment. Fees are payable in U.S. dollars by card or other method the Service supports, through Hubia's payment processor. Customer authorises recurring charges for the Subscription Term and any renewal.

Taxes. Fees exclude sales, use and similar taxes. Customer is responsible for any such taxes except taxes on Hubia's income.

Failed payment. If a payment fails Hubia will retry and notify Customer. Hubia may suspend access to paid features until payment succeeds. Customer Data is not deleted during suspension.

Refunds. Fees are non-refundable except as stated in the Refunds and Cancellation policy at hubia.tech/refunds or as required by law. Partial months are not pro-rated on cancellation.

Price changes. Hubia may change Fees on at least thirty (30) days' written notice. Changes take effect at Customer's next renewal, never mid-term.

Trial. A trial is granted to each User individually when their Seat is created, without an Order Form and without a card. It runs for fourteen (14) days and includes, for that User alone, 200 Credits and one (1) Active Transaction. Where the User opens that Active Transaction as one the Service follows (a transaction whose contracts and signatures are handled outside the Service), following it consumes no Credits, provided the User carries no other Active Transaction when opening it. Each User receives one trial once, including a User who joins a company already using the Service; a User who has already had a trial does not receive another. A User who already carries more Active Transactions than the trial allows keeps them; only opening a further one consumes Credits under section 4.3. Nothing is charged for a trial, and on subscribing the Plan's allowances replace the trial's immediately.

Term. This Agreement runs from the Effective Date for as long as an Order Form is in effect. Each Order Form runs for its Subscription Term and renews automatically for successive periods of the same length unless either party gives notice of non-renewal before the renewal date, or Customer cancels from the billing page in the Service or by email to billing@hubia.tech.

Termination for cause. Either party may terminate this Agreement or an Order Form on written notice if the other party materially breaches it and does not cure within thirty (30) days of notice, or immediately if the other party becomes insolvent.

Suspension. Hubia may suspend access after notice for non-payment, for a security threat, or for use that violates section 3.5, limited to the scope and duration reasonably necessary.

Effect. On termination Customer's right to use the Service ends, unpaid Fees for the remainder of the Subscription Term become due where Hubia terminates for Customer's breach, and section 7.4 applies to Customer Data. If Customer terminates for Hubia's uncured breach, Hubia refunds prepaid Fees for the unused remainder of the term.

Survival. Sections 5.3, 7, 8 (as to amounts owed), 10, 11, 12, 13, 14 and 17 survive termination.

"Confidential Information" means non-public information a party discloses to the other that is marked confidential or would reasonably be understood to be confidential, including Customer Data, Hubia's pricing not on the public price list, and the non-public parts of the Service.

The receiving party will use Confidential Information only to perform this Agreement, protect it with at least reasonable care, and disclose it only to personnel and subprocessors who need it and are bound by comparable obligations. These obligations last for three (3) years after termination, and for Customer Data and trade secrets for as long as they remain confidential.

They do not apply to information that is public through no fault of the receiving party, already known to it, independently developed, or rightfully received from a third party. A party may disclose Confidential Information where law requires, after giving notice where permitted.

Hubia and its licensors own the Service, the Documentation, and all improvements to them. Nothing in this Agreement transfers any of that to Customer beyond the right to use in section 2.1.

Customer may provide suggestions about the Service. Hubia may use them without obligation, provided doing so does not identify Customer or disclose Customer Data.

Hubia may identify Customer by name and logo as a Hubia customer in its marketing only with Customer's prior written consent, which Customer may withdraw at any time.

Each party warrants that it has the authority to enter this Agreement. Hubia warrants that the Service will perform materially as described in the Documentation and that it will not materially reduce the Service's security during the Subscription Term.

Availability. Hubia monitors the Service continuously and publishes its status at hubia.tech/status. Hubia does not offer a contractual uptime commitment or service credits under this version of the Agreement. Scheduled maintenance is notified in advance where practical.

Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS SECTION, THE SERVICE IS PROVIDED "AS IS" AND HUBIA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW. HUBIA DOES NOT WARRANT THAT AI OUTPUT WILL BE ACCURATE, THAT DEADLINES COMPUTED BY THE SERVICE ARE CORRECT FOR EVERY CONTRACT, OR THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED.

NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST COMMISSIONS, LOST DEALS OR LOSS OF DATA, HOWEVER CAUSED, EVEN IF ADVISED OF THEIR POSSIBILITY.

EACH PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE FEES CUSTOMER PAID TO HUBIA IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

These limits do not apply to a party's indemnification obligations under section 14, breach of section 10, Customer's payment obligations, or liability that cannot be limited by law.

By Hubia. Hubia will defend Customer against any third-party claim that the Service, used as permitted, infringes that party's U.S. intellectual-property rights, and pay resulting damages and costs finally awarded or agreed in settlement. Hubia may modify or replace the Service, obtain a licence, or terminate the affected Order Form and refund prepaid unused Fees. This does not cover claims arising from Customer Data, from combinations with things not supplied by Hubia, or from use in breach of this Agreement.

By Customer. Customer will defend Hubia against any third-party claim arising from Customer Data, from messages Customer sends through the Service, from Customer's real-estate practice, or from use of the Service in breach of this Agreement or law, and pay resulting damages and costs finally awarded or agreed in settlement.

The indemnified party must give prompt notice, sole control of the defence to the indemnifying party (with no settlement admitting fault on its behalf without consent), and reasonable cooperation.

The Service can connect to third-party services Customer chooses to link, including email and calendar providers, messaging channels, MLS data through MLS Grid, county public records and social-media accounts. Those services are governed by their own terms, and Hubia is not responsible for their availability, changes or data.

Customer authorises Hubia to access those services on its behalf to the extent needed to provide the features Customer enables, and may revoke that access at any time from the Service.

Notices under this Agreement are in writing and sent by email: to Hubia at legal@hubia.tech, and to Customer at the notice address on the Order Form. Notices are effective when sent, unless the sender receives a delivery failure. Hubia may also give operational notices through the Service.

Governing law and venue. Florida law governs this Agreement without regard to its conflict-of-laws rules. The state and federal courts located in Orange County, Florida have exclusive jurisdiction, and each party submits to it.

Assignment. Neither party may assign this Agreement without the other's consent, except to a successor in a merger, acquisition or sale of substantially all its assets, on notice.

Independent parties. The parties are independent contractors. Hubia is not a party to, broker of, or adviser on any real-estate transaction managed in the Service.

Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, other than payment obligations.

Entire agreement. This Agreement, its Order Forms and the DPA are the entire agreement on their subject and replace prior proposals. Amendments must be in writing signed by both parties; terms on a Customer purchase order are void.

Severability, waiver, counterparts. If a provision is unenforceable the rest remains in effect. A waiver must be in writing. This Agreement and any Order Form may be signed electronically and in counterparts.