Smartpin Master Subscription Agreement

Last updated: July 23, 2025

This Smartpin Master Subscription Agreement ("Agreement") is entered into by and between Hubble Network, Inc., a Delaware corporation ("Company"), and the subscribing entity ("Customer") as of the Effective Date (defined below). This Agreement governs Customer's access to and use of the Company's Smartpin service (defined below), along with its Terms of Service and Privacy Policy.

WHEREAS, the Company provides a subscription-based software-as-a-service (SaaS) platform known as Smartpin, which enables asset tracking and management through a network of compatible physical tracking devices; and

WHEREAS, the Customer desires to access and use the Smartpin service and associated devices for their internal business operations, subject to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions

For the purposes of this Agreement, the following terms shall have the meanings set forth below, which may be amended by the Company from time to time:

  • "Smartpin Service": The subscription-based software-as-a-service (SaaS) platform, including but not limited to, the Ranger Connect dashboard, mobile application, network services, tracking technology, and any associated documentation provided by the Company. The Smartpin Service may also include access to location data, alerts, and other features designed to assist in asset management.
  • "Core Access Platform": The feature-gated version of the Smartpin Service provided under the Smartpin Core Plan, offering access to the Smartpin platform and network for a limited number of assets and Devices.
  • "Terms of Service": The Company's terms outlining the rules for using its services, available at https://support.smartpin.app/en/articles/10843822-terms-of-service-for-hubble-network-inc.
  • "Privacy Policy": The Company's policy detailing how it handles Customer data, accessible at https://www.smartpin.app/privacy-policy.
  • "Devices": The physical tracking devices (including but not limited to sensors, tags, and related hardware, referred to as "Smartpin Devices") purchased by the Customer from the Company to enable use of the Smartpin Service. These Devices are designed to be affixed to assets to track their location and status through the Smartpin Service and are only functional when used in conjunction with an active Smartpin Service subscription.
  • "Effective Date": The Effective Date of this Agreement shall be the date on which this Agreement is accepted by the Customer via the online subscription process for a subscription, or such other process as the Company may approve.
  • "Ranger Connect": The web-based interface provided by the Company for managing Devices, tracking assets, viewing location data, setting alerts, and accessing other features of the Smartpin Service. Ranger Connect is accessible to the Customer through a secure login and password available at https://ranger.smartpin.app/login.
  • "Subscription Term": The period during which the Customer has access to the Smartpin Service under a subscription plan. The Subscription Term shall correspond to the term selected by the Customer in the applicable Order Form, which is twelve (12) months, as specified therein.
  • "Order Form": The document or online process by which the Customer specifies the desired subscription plan, including but not limited to, the number of Devices purchased and the associated fees for platform access. The Order Form shall be deemed an integral part of this Agreement and shall take precedence over any conflicting terms in other documents.

2. Subscription Terms

The Smartpin Platform offers two subscription plans tailored to different customer needs: "Smartpin Core Plan" and the "Smartpin Business Subscription Plan". Each plan provides distinct levels of access to the Smartpin Service and requires the separate purchase of Smartpin Devices, which are only functional with an active Smartpin Service subscription, as detailed below.

2.1 Smartpin Core Plan

  • Customers who purchase up to 8 Smartpin Devices will be automatically enrolled in a non-transferrable, 12-month Smartpin Core Plan subscription, granting feature-gated access to the full Smartpin platform and network associated with the purchased Devices.
  • One-time Use: Access to the Smartpin Core Plan is granted as a one-time benefit tied exclusively to the Customer's first qualifying purchase of up to 8 Smartpin Devices. This access cannot be extended, renewed, or reactivated through additional purchases of Smartpin Devices. Specifically:
    • Multiple purchases of Smartpin Devices cannot be stacked or combined to extend the duration of the Smartpin Core Plan subscription or to grant additional access periods.
    • The one-time use restriction is enforced per Customer account, identified by the Customer's unique account credentials or other identifiers as determined by the Company.
    • Any attempt to circumvent this restriction, including but not limited to creating multiple accounts to obtain additional Core Plan subscriptions, shall be considered a misuse of the Smartpin Core Plan.
    • In the event of suspected misuse, the Company reserves the right to suspend or terminate the Customer's access to the Smartpin Core Plan immediately, without prior notice, and may pursue any remedies available under this Agreement or applicable law.
    • The one-time use benefit is non-transferable and may only be used by the original purchasing Customer. Any attempt to transfer or assign this benefit to another entity or individual without the Company's prior written consent shall be deemed a breach of this Agreement.
    • Upon expiration of the 12-month Smartpin Core Plan subscription, the Customer must upgrade to a Business Subscription Plan to continue accessing the Smartpin Service. Failure to upgrade will result in the termination of access to the Smartpin Core Plan, and the Customer will no longer be able to use the associated Devices for tracking or management purposes through the Smartpin Service.
  • Device Cap: The Smartpin Core Plan subscription supports a maximum of 8 Devices, which is enforced per account. No additional Devices may be added once the account is activated and the Device cap has been reached unless the Customer upgrades to the Business Subscription Plan described below. Customer understands and agrees that misuse of the Smartpin Core Plan, as suspected by the Company, may result in immediate termination of Customer's access to the Smartpin Platform.
  • Upgrade Option: Customers may upgrade to the Business Subscription Plan at any time during the 12-month Smartpin Core Plan subscription to access additional features, increase the Device cap, or continue service beyond the initial 12 months.

2.2 Smartpin Business Subscription Plan

The Company offers a Business Subscription Plan designed for customers requiring scalable asset tracking solutions. The Customer may select this plan during the Order Process, subject to the Company's discretion and applicable terms.

  • One-Year Plan: Under the Business Subscription Plan, the Customer shall be billed annually in advance for the subscription fees for Smartpin Service access. The Subscription Term shall last for 12 months (52 weeks) from the Effective Date or such other period as specified in the applicable Order Form.
    • Auto-Renewal: Unless otherwise specified in writing by the Company, the Business Subscription Plan is subject to automatic renewal at the end of the Subscription Term under the same terms and conditions. The Customer may cancel or modify their Subscription Plan at any time before the start of a new term, subject to the applicable cancellation policy.
  • Minimum Commitment: The Business Subscription Plan requires a minimum commitment of one (1) year and the purchase of at least 10 Smartpin Devices for use with the Smartpin Service.

2.3 Device Purchases

  • The Customer shall purchase Smartpin Devices outright to use in connection with the Smartpin Service. Each Device is designed to track a single asset but is only functional when paired with an active Smartpin Service subscription (Smartpin Core Plan or Business Subscription Plan). The number of Devices purchased shall be specified in the Order Form.
    • Smartpin Core Plan: Customers purchase up to 8 Smartpin Devices, which automatically enrolls them in the 12-month Smartpin Core Plan subscription. No additional fees are required for platform access during this period.
    • Business Subscription Plan: Customers must purchase Smartpin Devices in increments of 10, with a minimum purchase of 10 Devices. The subscription fee for platform access is $3 per month per Device ($36 per Device per year), billed annually in advance. The Customer must maintain an active subscription for the Devices to remain functional with the Smartpin Service.
    • Device Functionality: Smartpin Devices are proprietary devices designed exclusively for use with the Smartpin Service. Without an active subscription, Devices will not provide tracking or management functionality through the Smartpin platform.
    • Compliance: The Customer shall ensure that each Device is used in accordance with the specifications provided by the Company, including but not limited to, the types of commercial and/or enterprise class of assets for which the Device is intended. Misuse or unauthorized modification of Devices may result in loss of functionality or termination of the Subscription Plan.

2.4 Renewals

  • At the end of the initial Subscription Term, the Customer's subscription will automatically renew under the same terms and conditions unless canceled by the Customer prior to the renewal date.
    • Adjustments: Upon renewal of the Business Subscription Plan, the Customer may adjust the number of Smartpin Devices used with the Smartpin Service in increments of ten (10), with corresponding adjustments to subscription fees. The new subscription term shall begin immediately upon confirmation of the adjustment by the Company.
    • Rate Locks: To encourage long-term commitments, the Company may offer rate locks or discounts for customers who maintain their Business Subscription Plan for a minimum period. These terms shall be communicated to the Customer at the time of renewal.

3. Devices

3.1 Device Ownership and Warranty

  • Customers purchase and own Smartpin Devices outright, available in packs of up to 8 for Smartpin Core Plan, or packs of 10 for the Business Subscription Plan. Smartpin Devices are subject to a separate warranty policy, available at https://support.smartpin.app/en/articles/11942651-smartpin-device-warranty-policy. The Company does not provide warranties, replacements, or support for Devices under this Agreement, including for issues such as battery failure, damage, or loss. If a Device becomes inoperable or is lost, the Customer is responsible for purchasing a replacement Smartpin Device at their own cost.
  • The Customer shall ensure that Devices are used in accordance with the Company's documentation and specifications to maintain compatibility with the Smartpin Service.

3.2 No Returns Policy

  • The Customer acknowledges and agrees that Devices are non-returnable under any circumstances, except as may be required by applicable law. This policy applies regardless of the reason for termination or expiration of the subscription, including but not limited to:
    • Termination: Upon termination of this Agreement for any reason, the Customer retains ownership of any Devices in their possession. The Company shall have no further liability or obligation with respect to such Devices.
    • Device Condition: Devices that are damaged, lost, or otherwise inoperable remain the property of the Customer, and the Customer is responsible for purchasing replacements as needed.

4. Customer Representations and Warranties

The Customer represents, warrants, and covenants as follows:

4.1 Authority and Capacity

  • The Customer has full legal authority and capacity to enter into this Agreement and perform its obligations hereunder. If the Customer is an entity, it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation.

4.2 Compliance with Laws

  • The Customer's use of the Smartpin Service and Devices will comply with all applicable laws, regulations, and government orders, including, but not limited to:
    • The U.S. Export Administration Regulations (EAR);
    • Economic sanctions administered by the U.S. Department of Treasury's Office of Foreign Assets Control (OFAC);
    • The U.S. Foreign Corrupt Practices Act (FCPA);
    • Any applicable anti-bribery, anti-corruption, or trade laws and regulations in other jurisdictions.

4.3 No Prohibited Use or Export

  • The Customer agrees that it will not, directly or indirectly:
    • Export, re-export, or transfer the Smartpin Service, Devices, or related technology to any country, entity, or individual subject to embargoes, restrictions, or sanctions under OFAC or any other applicable export control laws;
    • Use the Smartpin Service or Devices in connection with any business activities in a manner that would cause the Company to be in violation of U.S. or other applicable export or sanctions laws.

4.4 Prohibited Persons

  • The Customer warrants that:
  • Neither the Customer nor any of its officers, directors, employees, agents, or affiliates is (a) located in or organized under the laws of a jurisdiction subject to comprehensive U.S. sanctions (e.g., Cuba, Iran, North Korea, Syria, or the Crimea region of Ukraine) or (b) identified on any U.S. government restricted or denied-party lists, including but not limited to the Specially Designated Nationals (SDN) List maintained by OFAC, or the Entity List maintained by the U.S. Department of Commerce.
  • The Customer will not provide access to the Smartpin Service or Devices to any individuals or entities that are subject to such restrictions.

4.5 Accurate Information

  • All information provided by the Customer to the Company in connection with the Order Form or otherwise under this Agreement is accurate, complete, and up-to-date. The Customer agrees to promptly update such information if it changes during the term of the Agreement.

4.6 Business Use Only

  • The Customer will use the Smartpin Service and Devices solely for commercial and business purposes within the scope of its internal operations and not for personal, consumer, or other non-commercial purposes.

4.7 No Infringement of Third-Party Rights

  • The Customer's use of the Smartpin Service and Devices will not infringe upon the intellectual property rights, privacy rights, or any other rights of any third party.
  • All intellectual property rights, including but not limited to patents, copyrights, trademarks, trade secrets, and any other proprietary rights, in and to the Smartpin Service, Devices, software, documentation, designs, user interfaces, and underlying technology, are and shall remain the exclusive property of the Company or its licensors.
  • This Agreement does not grant the Customer any ownership interest in the Smartpin Service or any related intellectual property. The Customer is granted only a limited, non-exclusive, non-transferable, revocable right to use the Smartpin Service in accordance with this Agreement.
  • The Customer shall not remove, alter, or obscure any proprietary notices on any Device, software, or documentation provided by the Company.
  • Any unauthorized use, reproduction, modification, distribution, or creation of derivative works based on the Smartpin Service or Devices is strictly prohibited and constitutes a material breach of this Agreement.

4.8 Export Controls and Trade Compliance

  • The Customer shall ensure that its use, transfer, export, or re-export of the Smartpin Service, Devices, or related technology complies with all applicable export control laws, trade sanctions, and related regulations, including but not limited to:
    • U.S. Export Administration Regulations (EAR): The Customer shall comply with the EAR, administered by the U.S. Department of Commerce's Bureau of Industry and Security (BIS), which governs the export and re-export of dual-use items, including the Smartpin Devices and associated software. The Customer shall not export, re-export, or transfer the Smartpin Service or Devices to any destination, entity, or individual without obtaining any required licenses or authorizations from BIS or other relevant authorities.
    • OFAC Sanctions: The Customer shall comply with all economic and trade sanctions administered by the U.S. Department of Treasury's Office of Foreign Assets Control (OFAC). This includes refraining from engaging in any transactions or activities involving the Smartpin Service or Devices with individuals, entities, or countries subject to OFAC sanctions, including but not limited to those listed on the Specially Designated Nationals (SDN) List or located in comprehensively sanctioned jurisdictions (e.g., Cuba, Iran, North Korea, Syria, or the Crimea region of Ukraine).
    • International Trade Compliance: The Customer shall comply with applicable international trade laws and regulations, including those of the Wassenaar Arrangement, the United Nations, and any other relevant jurisdictions where the Smartpin Service or Devices are used or transferred. This includes obtaining any necessary export licenses, permits, or authorizations for cross-border transfers of the Smartpin Service or Devices.
    • End-Use and End-User Restrictions: The Customer shall not use, transfer, or provide access to the Smartpin Service or Devices for any prohibited end-use, such as activities related to the development, production, or use of nuclear, chemical, or biological weapons, or missile technology, as specified under the EAR or other applicable regulations. The Customer shall conduct due diligence to ensure that Devices and the Smartpin Service are not provided to end-users or used in applications that violate applicable export control laws.
    • Recordkeeping and Reporting: The Customer shall maintain accurate records of all transactions, transfers, and uses of the Smartpin Service and Devices, as required by applicable export control laws, for a minimum period of five (5) years or as otherwise required by law. The Customer shall provide such records to the Company or relevant authorities upon request to demonstrate compliance with export controls and trade sanctions.
    • Screening Obligations: The Customer shall implement procedures to screen all parties involved in the use, transfer, or export of the Smartpin Service or Devices against applicable restricted-party lists, including but not limited to the OFAC SDN List, the BIS Entity List, Denied Persons List, and Unverified List, to ensure compliance with export control and sanctions regulations.
    • Export Compliance Training: The Customer shall ensure that its employees, agents, and representatives involved in the use, transfer, or export of the Smartpin Service or Devices are trained on and aware of applicable export control and trade compliance obligations to prevent violations.
    • Liability for Non-Compliance: The Customer shall indemnify, defend, and hold harmless the Company from any claims, penalties, fines, or damages arising from the Customer's failure to comply with export control laws, trade sanctions, or related regulations. Any violation of export control or trade compliance obligations by the Customer shall constitute a material breach of this Agreement, and the Company reserves the right to immediately suspend or terminate the Customer's access to the Smartpin Service and Devices without prior notice.
    • Notification of Violations: The Customer shall promptly notify the Company in writing if it becomes aware of any actual or suspected violation of export control laws or trade sanctions involving the Smartpin Service or Devices. The Customer shall cooperate fully with the Company and any relevant authorities in investigating and resolving such violations.

5. Fees and Payment

5.1 Fees

  • All fees associated with this Agreement are specified in the Order Form and shall be paid by the Customer in accordance with the terms set forth below.
    • Subscription Fees: For the Smartpin Core Plan, no additional subscription fees are required beyond the purchase of up to 8 Smartpin Devices. For the Business Subscription Plan, subscription fees for platform access are $3 per month per Device ($36 per Device per year), billed annually in advance unless otherwise agreed to in writing. The exact amount due, including any applicable taxes or duties, shall be specified on the Order Form.
    • Device Purchase Costs: Smartpin Devices are purchased separately in packs of up to 8 for Smartpin Core Plan, or packs of 10 for the Business Subscription Plan. Pricing for Devices is specified in the Order Form.
    • Additional Costs: The Customer may incur other costs associated with using the Smartpin Service and Devices, including but not limited to, shipping and handling for Devices, third-party services, and any customization or support beyond standard offerings.
    • Non-Refundable Fees: All subscription fees and Device purchase costs are non-refundable except as explicitly stated in this Agreement.

5.2 Late Payments

  • The Customer shall make all payments under this Agreement in accordance with the payment terms specified on the Order Form. Failure to do so may result in the suspension of access to the Smartpin Service until full payment is received.
    • Interest on Late Payments: Any amounts unpaid after the due date shall accrue interest at a rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower, calculated on the outstanding balance.
    • Collection Costs: The Company may pursue any legal or collection costs incurred as a result of late payments, including but not limited to attorney's fees, court costs, and other expenses. These costs shall be deemed part of the unpaid amounts under this Agreement.

6. Customer Obligations

6.1 Use Restrictions

  • The Customer agrees to use the Smartpin Service and Devices only for lawful purposes and in furtherance of their internal business operations. The Customer shall not:
    • Resell or Distribute: Resell, lease, sublicense, distribute, or otherwise transfer access to the Smartpin Service or any Devices to third parties without the prior written consent of the Company.

6.2 Device Management

  • The Customer shall be responsible for maintaining the physical condition of all Devices purchased under this Agreement. This includes but is not limited to:

7. Termination

7.1 Termination for Cause

  • The Company may terminate this Agreement if the Customer commits a material breach of its obligations under this Agreement, which is not cured within thirty (30) days after receipt of written notice specifying the nature of the breach.

7.2 Effect of Termination

  • Upon termination of this Agreement for any reason, the Customer's access to the Smartpin Service shall immediately cease. The Customer retains ownership of any Devices in their possession, but the Company retains all rights to the Smartpin Service and any data associated with it.

7.3 Prohibited Use Termination

  • In addition to the above, the Company reserves the right to terminate this Agreement immediately without prior notice if the Customer uses the Smartpin Service or Devices for any non-commercial purpose or in violation of applicable law, including export control or trade compliance laws. The Customer agrees that such use constitutes a material breach of this Agreement.

8. Limitation of Liability

8.1 Disclaimer of Indirect Damages

  • TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS INTERRUPTION, OR GOODWILL, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SMARTPIN SERVICE AND DEVICES, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE FORESEEABLE.

8.2 Liability Cap

  • TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SMARTPIN SERVICE, AND DEVICES SHALL BE LIMITED TO THE TOTAL AMOUNT PAID BY THE CUSTOMER TO THE COMPANY FOR THE SMARTPIN SERVICE AND DEVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE. THIS LIMITATION SHALL APPLY TO ALL CLAIMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY, AND REGARDLESS OF WHETHER ANY LIMITED OR EXCLUSIVE REMEDY PROVIDED IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.

8.3 Exclusions

  • NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE LIMITATIONS AND DISCLAIMERS IN THIS SECTION SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW OR TO THE COMPANY'S LIABILITY FOR (A) WILLFUL MISCONDUCT, FRAUD, OR GROSS NEGLIGENCE; OR (B) ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

9. General Provisions

9.1 Governing Law

  • This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware to the fullest extent permitted by applicable law, without regard to its conflict of laws principles. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in a state or federal court located in Wilmington, Delaware.

9.2 Entire Agreement

  • This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous agreements, representations, and understandings, whether oral or written, regarding such subject matter. Any amendments to this Agreement must be in writing and signed by both parties. If there is a conflict between this Agreement and the Order Form, the terms of the Order Form shall prevail. If any provision of this Agreement is in conflict with the Terms of Service or Privacy Policy, the terms of this Agreement shall prevail. The Company's Terms of Service and Privacy Policy can be accessed at https://support.smartpin.app/en/articles/10843822-terms-of-service-for-hubble-network-inc and https://www.smartpin.app/privacy-policy, respectively.

9.3 Notices

  • All notices required or permitted under this Agreement shall be in writing and delivered to the other party at their respective addresses specified on the Order Form. Notices shall be deemed effectively given upon receipt if delivered by hand or overnight courier, or five (5) business days after mailing if sent via registered or certified mail, return receipt requested.

9.4 Modifications for Legal Compliance

  • The Company reserves the right to modify or amend this Agreement at any time to the extent necessary to comply with applicable laws, regulations, or legal obligations, including export control and trade compliance laws. In such cases, the Company shall provide written notice (email or publishing to https://www.smartpin.app/privacy-policy is sufficient) to the Customer describing the nature of the modification. Unless otherwise required by law, such modifications shall take effect upon the date specified in the notice. Continued use of the Smartpin Service or Devices after the effective date of any such modification constitutes the Customer's acceptance of the updated terms.

10. Miscellaneous

10.1 Force Majeure

  • Neither party shall be liable for any failure or delay in performance resulting from events beyond their reasonable control, including but not limited to acts of God, war, terrorism, riot, governmental action, fire, flood, or other natural disasters.

10.2 Waiver

  • The waiver by either party of a breach, default, or obligation under this Agreement shall not be construed as a waiver of any subsequent breach, default, or obligation. No waiver shall be effective unless made in writing and signed by the waiving party.

10.3 Severability

  • If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties agree to replace such invalid or unenforceable provision with a valid and enforceable provision that achieves the same commercial purpose to the extent possible.

10.4 Assignment

  • The Customer may not assign or transfer this Agreement or any of its rights or obligations without the prior written consent of the Company. The Company may assign or transfer this Agreement or any of its rights or obligations without restriction. Any purported assignment by the Customer in violation of this section shall be null and void.