Hub Terms and Conditions

Version: March 10, 2025

Please read these Terms and Conditions ("Terms") carefully as they govern your use of the Hub Cloud Services and the Services (each as defined below). These Terms constitute an agreement between Element Labs, Inc. ("Element Labs", "Company", "we", "us") and the person or entity that downloads or uses the Hub Cloud Services ("You", "Your", "User", "Customer").

If the person accessing the Hub Cloud Services or using the Services is an employee, agent or contractor of a corporate entity and using the Hub Cloud Services or Services within the scope of their employment, agency or primarily for the benefit of the corporate entity, the corporate entity is the Customer. You represent and warrant that: (i) the person agreeing to these Terms is authorized to enter into these Terms on behalf of Customer and (ii) these Terms are binding on Customer. If You do not agree to these Terms, then You must not use or access the Hub Cloud Services or Services.

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1. Definitions

As used in the Terms:

1.1. "Access Credentials"

Means login information, passwords, security protocols, and policies through which You access the Hub Cloud Services.

1.2. "Access Limitations"

Mean restrictions on the number of Authorized Users, storage capacity, territory, time limitation, or any another limitation(s) on use as are imposed by Element Labs: (a) at the time access is granted, (b) upon notice or (c) as are set forth in an Order Form.

1.3. "Confidential Information"

Means the Documentation and all written or oral information, disclosed by Element Labs related to the business, products, services or operations of Element Labs that by the nature of the information or the circumstances surrounding disclosure ought reasonably to be treated as confidential. Confidential Information will not include information that:

• (a) was already known without restriction to You at the time of disclosure;
• (b) was disclosed to You by a third party who had the right to make such disclosure without any confidentiality restrictions;
• (c) is, or through no fault of Your own has become, generally available to the public or
• (d) was independently developed by You without access to, or use of, the Disclosing Party's Confidential Information.

1.4. "Content"

Means the data or content uploaded into the Hub Cloud Services.

1.5. "Documentation"

Means any published instructions and user manuals provided to You along with the Hub Cloud Services.

1.6. "Intellectual Property Rights"

Means all copyrights, trademarks, service marks, trade secrets, patents, patent applications, moral rights, contract rights and other proprietary rights.

1.7. "Order Form"

Means a document signed by each party identifying the Hub Cloud Services that are to be made available, the fees to be paid, the Limitation Restrictions and other relevant customized terms and conditions.

1.8. "Software"

Means the LM Studio proprietary software that is designed to work with the Hub Cloud Services and governed by the Software and Services Terms and Conditions made available at [LM Studios to insert the URL] (the "Software Terms") and any modified, updated or enhanced versions of such programs or modules that Element Labs makes available to You under the Software Terms.

1.9. "Services"

Mean the support services, including responses to community forums, and any other services provided by Element Labs pursuant to these Terms.

1.10. "User"

Means each of Your employees, agents, and independent contractors who are provided Access Credentials by You or Element Labs.

2. Account, License Grant and Other Rights

2.1. Account and Access Credentials

You will need to create an Element Labs account to access the Hub Cloud Services. The Access Credentials are for each User's personal use only and should be kept confidential. You will safeguard, and ensure that all Users safeguard, the Access Credentials. You will be responsible for all acts and omissions of Users. You will notify Element Labs immediately if it learns of any unauthorized use of any Access Credentials or any other known or suspected breach of security. Element Labs: (a) owns any Access Credentials in connection with the Hub Cloud Services, and may revoke use of, or change, a User's Access Credentials and (b) may reject, revoke or delete any account, in each case at any time, without notice, and at its discretion.

2.2. License Grant

Subject to the terms and conditions of these Terms, Element Labs grants to You a non-exclusive, non-transferable, right to permit Users to access and use the Hub Cloud Services solely for use with the Software, in conformance with the Documentation and subject to any Access Limitations. User's use and access is limited to Your personal and / or internal business purposes.

2.3. Restrictions On Use

Except as expressly permitted by these Terms, You agree that You will not permit any third party to, and You will not itself:

• (a) modify, adapt, alter, translate, or create derivative works from the Hub Cloud Services or the Documentation;
• (b) integrate the Hub Cloud Services with other technology other than through Element Labs published interfaces made available with the Cloud Services;
• (c) sublicense, distribute, sell, use for service bureau use, as an application service provider, or a software-as-a-service, lease, rent, loan, or otherwise transfer the Software or the Documentation to any third party;
• (d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Hub Cloud Services, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
• (e) remove, alter, cover or obfuscate any copyright notices or other proprietary rights notices included in the Hub Cloud Services or
• (f) otherwise use or copy the Hub Cloud Services except as expressly permitted hereunder.

2.4. Your Content

2.4.1. Your Responsibility

You are solely responsible for ensuring that all Content any User uploads, posts, publishes, or otherwise shares with the Cloud Hub Services is accurate, appropriate, legal, and compliant with applicable laws, including that it must not infringe the rights of anyone else, including any intellectual property right. Element Labs, in its sole discretion, may elect to remove and / or destroy any Content from within the Hub Cloud Services or otherwise in the possession of Element Labs. Element Labs shall not bear any responsibility or liability arising from actions taken to enforce these terms.

2.4.2. AUP

Authorized Use Policy (AUP) All Content, whether posted to be Private or Public (as defined below), must comply with the Element Labs Authorized Use Policy, which Element Labs may update from time to time. Element Labs retains the sole discretion to enforce compliance with the Authorized Use Policy without liability to You.

2.4.3. Ownership and Licensing

As between Element Labs and You, You retain ownership of Your Content. Element Labs will not use Your Content beyond what is outlined in these terms and in the Hub Privacy Policy. When a User posts Content, You represents and warrants that You own or have obtained all necessary rights to share such content, and grant Element Labs and users of the Hub Cloud Services certain rights depending on how the content is shared:

Public Hub Content

If a User sets the Content to be Public, and viewed by all users (a "Public Hub") You grant Element Labs and all other users of the Hub Cloud Services a perpetual, irrevocable, non-exclusive, worldwide, fully-paid, royalty-free license to use, display, reproduce, modify, distribute, and prepare derivative works based on such content.

Private Hub Content

If a User sets the Content to be Private, and viewed by only by the User or other Users (a "Private Hub"):

2.4.4.

You grant Element Labs a non-exclusive, worldwide, fully-paid license to display your content in the Private Hub.

2.4.5.

Element Labs will protect the Content from unauthorized access, use, or disclosure in accordance with the Element Labs Hub Privacy Policy.

2.4.6.

Element Labs will access the Content only in limited circumstances as are set forth in the Hub Privacy Policy, for example, to respond to legal processes, protect the integrity or security of the Hub Cloud Services, if we have reason to suspect that the Content is not in compliance with applicable law or the AUP, or with Your explicit permission.

2.4.7.

In the event that any copyright holder believes that any Content is infringing on its rights, the copyright holder may exercise their rights to take down such copyrighted material pursuant to the procedure set forth in Section 8 below.

2.5. Feedback

Element Labs in its sole discretion, may utilize, all comments and suggestions, whether written or oral, furnished by You to Element Labs in connection with its access to and use of the Hub Cloud Services, the Services and Documentation (all reports, comments and suggestions provided by You hereunder constitute, collectively, the "Feedback"). You hereby grant Element Labs a worldwide, non-exclusive, irrevocable, perpetual, royalty-free right and license to incorporate the Feedback into Element Labs products and services.

2.6. Proprietary Rights

As between You and Element Labs, You own all right, title and interest in the Content and all rights not expressly granted in the Content to Element Labs in these Terms are reserved to You. The Hub Cloud Services and Documentation, and all worldwide Intellectual Property Rights therein, are the exclusive property of Element Labs and its suppliers. All rights in and to the Hub Cloud Services not expressly granted to You in these Terms are reserved by Element Labs and its suppliers. You will not remove, alter, or obscure any proprietary notices (including copyright notices) of Element Labs or its suppliers on the Hub Cloud Services or the Documentation.

3. Fees

3.1. Purchase

Through either an Order Form or the website, application or other location from which You or Users access the Hub Cloud Services (collectively, the "Site"), You may be able to purchase a subscription to one or more packaged versions of the Hub Cloud Services. You will pay Element Labs the fees specified in the Order Form or on the Site at the time of purchase for the applicable package. Element Labs reserves the right to adjust its fees from time to time at its sole discretion upon no less than 30 days notice. In such event, prices will remain fixed during the term of Your subscription and will be adjusted upon any renewal.

3.2. Payment Timing

If in the Order Form or on the Site, You purchase a monthly or annual subscription, Your payment will automatically renew with payments due on or about the first day of the new subscription period. If You authorize the use of a credit card or other payment method at the time of the purchase, Your payment method will be automatically charged on or about the beginning of the new subscription cycle, unless cancelled in accordance with Section 3.3. If You pay via credit card or other electronic payment method, the terms and conditions of the third party company that processes the payment will apply. Sales taxes, if applicable, are calculated based on the information provided at the time of purchase.

3.3. Cancellation

3.3.1. By You

For subscriptions purchased through the Site, You may cancel in accordance with Element Labs cancellation policies and procedures (the "Cancellation Policy"). So long as the cancellation notice has been received in time, the cancellation will take effect on the last day of Your then current subscription period. Element Labs does not provide refunds or credits for any Customer cancellation.

3.3.2. By Element Labs

Element Labs reserves the right to cancel any account, subscription or access to the Hub Cloud Services at any time and for any reason. In the event of any such cancellation by Element Labs that is not based upon Your wrongdoing or breach of this Agreement, Element Labs will provide a refund of pre-paid but unused fees in accordance with the Cancellation Policy.

4. Disclaimers

4.1. General Disclaimers

THE HUB CLOUD SERVICES AND SERVICES ARE MADE AVAILABLE BY ELEMENT LABS "AS IS", "WITH ALL FAULTS" AND WITHOUT WARRANTY OF ANY KIND, INCLUDING THAT THERE ARE NO EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. ELEMENT LABS DOES NOT WARRANT THAT THE HUB CLOUD SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE HUB CLOUD SERVICES WILL WORK UNINTERRUPTED.

4.2. Specific Disclaimer; Use of Third Party Products and Content

(A) THE HUB CLOUD SERVICES, WHEN YOU USED WITH THE SOFTWARE, IS DESIGNED TO WORK WITH THIRD PARTY PRODUCTS ("THIRD PARTY PRODUCTS") INCLUDING THIRD PARTY ARTIFICIAL INTELLIGENCE MODELS ("THIRD PARTY AI MODELS", WHICH ARE A SUBSET OF THIRD PARTY PRODUCTS). ELEMENT LABS MAY FACILITATE YOUR ABILITY TO DOWNLOAD AND INTEGRATE THE THIRD PARTY PRODUCTS WITH THE SOFTWARE AND HUB CLOUD SERVICES WITH THE UNDERSTANDING THAT SUCH THIRD PARTY PRODUCTS ARE MADE AVAILABLE TO YOU PURSUANT TO A LICENSE AGREEMENT BETWEEN YOU AND THE THIRD PARTY PROVIDER OF SUCH THIRD PARTY PRODUCTS (THE "CUSTOMER -- THIRD PARTY PROVIDER AGREEMENT"). YOU WILL UNDERTAKE ALL MEASURES NECESSARY TO ENSURE THAT ITS USE OF THE THIRD PARTY PRODUCTS IN CONNECTION WITH THE HUB CLOUD SERVICES, SOFTWARE AND SERVICES COMPLIES IN ALL RESPECTS WITH: (A) APPLICABLE LAW, (B) THE CUSTOMER -- THIRD PARTY PROVIDER AGREEMENT, AND (C) ANY OTHER CONTRACTUAL OR LEGALLY BINDING OBLIGATIONS IN CONNECTION WITH THE THIRD PARTY PRODUCTS, INCLUDING THIRD PARTY LICENSES FOR THE USE OF FREE AND OPEN SOURCE SOFTWARE. IN NO EVENT IS ELEMENT LABS LIABLE TO YOU FOR ANY FAILURE OF THE THIRD PARTY PRODUCTS OR ANY DAMAGES RESULTING IN ANY WAY FROM THE USE OF SUCH THIRD PARTY PRODUCTS. ANY, RIGHTS OR REMEDIES AVAILABLE TO YOU ASSOCIATED WITH THE THIRD PARTY PRODUCTS IS GOVERNED ENTIRELY BY THE CUSTOMER -- THIRD PARTY LICENSOR AGREEMENT.

5. Export Controls and Sanctions

The Hub Cloud Services, when used with the Software, may be subject to trade control laws, including the export control and economic sanctions laws of the United States, including but not limited to the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC"), the International Traffic in Arms Regulations maintained by the U.S. Department of State (collectively, "Trade Control Laws"). You represent and warrant that You are (a) not located in, organized under the laws of, or ordinarily resident in any country or territory subject to territorial sanctions ("Sanctioned Country"), nor owned by or acting on behalf of a Government subject to asset-blocking sanctions or any person or entity organized, located or ordinarily resident in a Sanctioned Country; and (b) not a person identified on, or more than 50% owned or controlled, directly or indirectly, by or acting on behalf or, at the direction of, any entity identified on applicable government restricted party lists, such as the Specially Designated Nationals List maintained by OFAC. You further agree to comply with all applicable Trade Control Laws in its use of the Hub Cloud Services and Services. Specifically, You agree not to, directly or indirectly, use, sell, supply, export, reexport, transfer, divert, release, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from Element Labs to any destination, entity, or person or for any end use prohibited by applicable Trade Controls Laws.

6. Indemnification

You will indemnify, defend and hold harmless Element Labs, its directors, officers, employees and representatives from and against any and all damages, losses, and expenses of any kind (including reasonable attorneys' fees and costs) arising out of or related to: (a) Your breach of any of these Terms, including any representation or warranty; (b) any Content; (c) any activity in which You engage on or through the use of the Hub Cloud Services or Services and (d) Your violation of any law or the rights of a third party.

7. Disclaimers and limitations on Liability

YOU AGREE THAT ITS SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE HUB CLOUD SERVICES AND SERVICES IS TO STOP USING THE HUB CLOUD SERVICES AND SERVICES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ELEMENT LABS, ITS OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS, OR LICENSORS BE LIABLE FOR: (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES; (B) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS (WHETHER DIRECT OR INDIRECT), IN ALL CASES ARISING OUT OF THE USE OF OR INABILITY TO USE THE HUB CLOUD SERVICES, SERVICES, THIRD PARTY PRODUCTS, THIRD PARTY AI MODELS, OR YOUR OWN SOFTWARE, HARDWARE OR OPERATIONS, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER ELEMENT LABS HAS BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; OR (C) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE HUB CLOUD SERVICES IS THE GREATER OF: (A) the fees paid by You pursuant to this Agreement and recognized by Element Labs in the six month period immediately prior the breach that is the basis of the claim and (B) $50.00. For clarification, these Terms do not limit Element Labs's liability for fraud, fraudulent misrepresentation, death or personal injury to the extent that applicable law would prohibit such a limitation.

8. Confidentiality

8.1. Element Labs Privacy Policy

Your use of the Hub Cloud Services is subject to the Element Labs Hub Cloud Services Privacy Policy at [EL to insert URL], including Element Lab's security obligations with respect to the Content as set forth therein.

8.2. Protection of Confidential Information

You will only use Confidential Information for the purpose of obtaining the authorized benefits of these Terms and will disclose the Confidential Information only to the employees or contractors of Yours who have a need to know such Confidential Information for such purposes (each a "Representative") and who are under an obligation of confidentiality no less restrictive than Your obligations hereunder. You will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as You protect Your own confidential or proprietary information of a similar nature and with no less than reasonable care.

8.3. Return of Confidential Information

Upon the expiration or termination of the Terms, You will return to Element Labs or destroy all Confidential Information in Your possession or control and permanently erase all electronic copies of such Confidential Information promptly upon Element Labs's request.

9. Term and Termination

9.1. Term

The term of the Terms will begin on the Effective Date and will continue until terminated (the "Term"). You may terminate by providing written notice pursuant to Section 11.2. You may also cancel any subscriptions as set forth in Section 3.2. Element Labs can terminate the Agreement at its discretion upon notice via any reasonable means, including by posting a notice on the Site or within Your account.

9.2. Effects of Termination

Upon termination of the Terms for any reason: (a) all access rights granted in the Terms will immediately cease to exist and (b) You must promptly discontinue all use of the Hub Cloud Services and return to Element Labs or destroy all copies of the Documentation on tangible media in Your possession.

9.3. Survival

The following provisions of these Terms will survive termination: the defined terms, Sections 2.5, 2.6 and 3 through 9.

10. Copyright Violations

Element Labs respects the intellectual property of others. In connection with our Hub Cloud Services, Element Labs has adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of Users who are repeat infringers of intellectual property rights, including copyrights. If a copyright holder ("Holder") believes that a User, through the use of our Hub Cloud Services, is unlawfully infringing the Holder's copyright(s) in a work, and wishes to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:

• An electronic or physical signature of the person authorized to act on behalf of the Holder;
• Identification of the copyrighted work(s) that the Holder claims to have been infringed;
• Identification of the material within the Hub Cloud Services that Holder claims is infringing;
• Sufficient information to permit Element Labs to locate such material;
• The Holder's address, telephone number, and email address;
• A statement by the Holder that the Holder has a good faith belief that the disputed use is not authorized by the Holder or the law; and
• A statement by the Holder, made under penalty of perjury, that the information in the notice is accurate.

Pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney's fees incurred by Element Labs in connection with the written notification and allegation of copyright infringement.

11. General

11.1. Assignment

These Terms cannot be assigned by You without the prior written consent of Element Labs and any assignment in breach of this provisions is voided. Element Labs may assign these Terms at its discretion without notice.

11.2. Notices

All notices or demands required hereunder will be in the case of Element Labs, delivered to 1 Dock 72 Way, 7th Floor, Brooklyn, NY 11205 or in the case of You, via any means available to Element Labs including to the Site, Your account, and contact information You have provided in an Order Form or in connection with the account.

11.3. Governing Law and Venue

These Terms are governed by and interpreted in accordance with the laws of the State of New York, without reference to its choice of laws rules. Any action or proceeding arising from or relating to these Terms will be brought in a state court in New York County, or federal court in New York, New York, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding.

11.4. Remedies

You acknowledge that the Hub Cloud Services contain valuable trade secrets and proprietary information of Element Labs, that any actual or threatened breach of Section 2 will constitute immediate, irreparable harm to Element Labs for which monetary damages would be an inadequate remedy, that injunctive relief is an appropriate remedy for such breach, and that if granted, You agree to waive any bond that would otherwise be required.

11.5. Waivers

All waivers must be in writing. Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

11.6. Severability

If any provision of the Terms are unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

11.7. Changes to this Agreement

Element Labs reserves the right to modify these Terms upon any notice provided in accordance with Section 11.2. The effective date of the changes will be as set forth in the applicable notice of the change.

11.8. Entire Agreement

These Terms and any applicable Order Form constitute the entire agreement between the parties regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral. Element Labs may modify