Date of Last Revision: August 22, 2021
1. Acceptance of Terms
1.1. Onlihub Inc. (hereinafter “Onlihub” or “we”, our, us) provides its Service (as defined below) to you through its website located at https://www.onlihub.com (the “Site”), subject to this Terms of service Agreement (“Terms” or “Agreement”).
In addition, when using certain services, you will be subject to the policies (“Policies”) and fee schedule (“Fee Schedule”) that govern the operation of such services which are posted on the Site or are readily made available to registered users of the Service. All such Policies and Fee Schedule are hereby incorporated by reference.
This Agreement, along with any other policies or guidelines posted on this Site, shall govern your use of this Site and the Services, whether directly or through a third-party site. Please read them carefully before using this Site or the Services. The terms “we”, “us” or “our” shall refer to Onlihub. The terms “you”, “your”, “User”, “Vendor” or “customer” shall refer to any individual or entity who accepts this Agreement, has access to your account or uses the Services.
By visiting this Site and/or by completing the registration process for the Services, you represent and warrant that you have read, understand, have the legal capacity to, and hereby agree to be legally bound by this Agreement. By using this Site or the Services, you represent and warrant that you are (i) at least eighteen (18) years of age, (ii) otherwise recognized as being able to form legally binding contracts under applicable law, or (iii) are not a person barred from purchasing or receiving the Services found under the laws of the United States or other applicable jurisdiction.
If you are entering into this Agreement on behalf of a corporate entity, you represent and warrant that you have the legal authority to bind such corporate entity to the terms of service contained in this Agreement, in which case the terms “you”, “your”, “User”, “Vendor” or “customer” shall refer to such corporate entity.
If you do not have such authority, or if you do not agree to be bound by this Agreement, you must not accept this Agreement and may not use the Services. Onlihub shall not be liable for any loss or damage resulting from Onlihub’s reliance on any instruction, notice, document or communication reasonably believed by Onlihub to be genuine and originating from an authorized representative of your corporate entity. If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, Onlihub reserves the right (but undertakes no duty) to require additional authentication from you. You further agree to be bound by the terms of this Agreement for transactions entered into by you, anyone acting as your agent and anyone who uses your account or the Services, whether or not authorized by you.
1.2. Onlihub may change this Terms, the Policies and Fee Schedule from time to time. If we change this Terms or the Fee Schedule we will provide thirty (30) days prior notice either by emailing the email address associated with your account or by posting a notice on the Site. Onlihub assumes no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate email address. You can review the most current version of this Terms at https://onlihub.com/terms-of-service. The Terms and Fee Schedule, as applicable, will become effective thirty (30) days after we post or send you notice of such changes, and if you use the Service after that date, your use will constitute acceptance of the revised terms of service. If any change to the Terms, Policies or Fee Schedule is not acceptable to you, your only remedy is stop using the Services and send a cancellation email to email@example.com. 1.3. We may terminate your use of Services for any violation or breach of any of the terms of this Agreement by you. 1.4. In order to access certain features of our Service you will be required to register with the Site. As part of the registration process, you will provide an email address and password for your account (“Account”).
2. Description of Service
2.1. The “Services” include (a) the Site, (b) Fulfillment Services (as defined below), (c) all software data, reports, text, images, sounds, video, (d) any service, software, application, plug-in, component, functionality, or program created by Onlihub and content made available through any of the foregoing (collectively referred to as the “Content”) Any new features added to or augmenting the Service are also subject to this Terms. “Fulfillment Services” include services relating to your products (the “Products”), and the shipment and tracking of orders for such Products initiated by your customers who purchase such Products through your sales systems, including:
2.2. If you agree to sell your products to us, you agree to be bound by our Supplier Terms and Conditions, which is available at this link https://onlihub.com/supplier-terms-and-conditions.
3. Access and Use of the Services - Your Obligations
3.1. Subject to the terms of service of this Agreement, you may access and use the Services only for lawful purposes. All rights, title and interest in and to the Services (including all intellectual property rights) will remain with and belong exclusively to Onlihub. You shall not (i) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Services available to any third party; (ii) use the Services in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Services, or (iii) modify, adapt or hack the Services, or otherwise attempt to gain unauthorized access to the Services or its related systems or networks. You shall comply with any codes of conduct, policies or other notices Onlihub provides you or publishes in connection with the Services, and you shall promptly notify Onlihub if you learn of a security breach related to the Services.
3.2. Any software made available to you by Onlihub in connection with the Services (“Software”), including but not limited to the Onlihub Platform, contains our proprietary and confidential information that is protected by applicable intellectual property laws and this Agreement. Onlihub hereby grants you a non-transferable, non-sublicensable and non-exclusive right and license (“License”) to use the object code of any Software and Content on a single device solely in connection with the Services, provided that you shall not (and shall not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code or sell, assign, sublicense or otherwise transfer any Content or right in any Software. You agree not to access the Services by any means other than through the interface that is provided by Onlihub. Any rights not expressly granted herein are reserved and no license or right to use any trademark of Onlihub or any third party is granted to you in connection with the Services. The License may be terminated immediately at Onlihub’s sole discretion and shall, in any event, terminate upon the termination or expiration of this Agreement.
3.3. You are solely responsible for all data, information, feedback, suggestions, text, content and other materials that you upload, post, deliver, provide or otherwise transmit or store in connection with or relating to the Services (“Your Content”). For every email sent outside of your organization via the Services, you acknowledge and agree that Onlihub shall have the right to automatically add an identifying footer in accordance with our standard policies then in effect. You agree to cooperate with and provide reasonable assistance to Onlihub in promoting and advertising the Services.
3.4. You are solely responsible for maintaining the confidentiality of your login, password, Your Content and account and for all activities that occur under your login or account. Onlihub reserves the right to access your account in order to respond to your requests for technical support. By posting your Content on or through the Services, you hereby do and shall grant Onlihub a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform Your Content. Onlihub has the right, but not the obligation, to monitor the Services, Content, or Your Content. You further agree that Onlihub may remove or disable any Content (including Your Content) at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or Your Content), or for no reason at all.
3.5. To the extent that the Services provide Users an opportunity to retrieve and send inventory and order information from User’s marketplace accounts, you hereby represent and warrant that you have all necessary rights in and to all Your Content you provide and all information contained therein. By registering to use the Services, you understand and acknowledge that Onlihub and its contractors retain an irrevocable, royalty-free, worldwide license to use, copy, and publicly display such content for the sole purpose of providing to you the Services for which you have registered. In the event that you give Onlihub the right to distribute Your content, additional terms may apply to Onlihub’s usage or distribution of this content. You continue to retain all ownership rights in any Your Content you provide and shall remain solely responsible for your conduct, Your Content, and any material or information transmitted to other Users for interaction with other Users. Onlihub does not claim any ownership rights in any Your Content. By posting or publishing Your Content to this Site or through the Services, you authorize Onlihub to use the intellectual property and other proprietary rights in and to Your Content to enable inclusion and use of the content in the manner contemplated by this Site and this Agreement. You hereby grant Onlihub a worldwide, non-exclusive, royalty-free, sublicensable (through multiple tiers), and transferable license to use, reproduce, distribute, prepare derivative works of, combine with other works, display, and perform Your Content in connection with this Site, the Services and Onlihub’s (and Onlihub’s affiliates’) business(es), including without limitation for promoting and redistributing all or part of this Site in any media formats and through any media channels without restrictions of any kind and without payment or other consideration of any kind, or permission or notification, to you or any third party. The above licenses granted by you in Your Content terminate within a commercially reasonable time after you remove or delete Your Content from this Site. You understand and agree, however, that Onlihub may retain (but not distribute, display, or perform) server copies of Your Content that have been removed or deleted. The above licenses granted by you in Your Content are perpetual and irrevocable. Notwithstanding anything to the contrary contained herein, Onlihub shall not use any Content that has been designated “private” or “password protected” by you for the purpose of promoting this Site or Onlihub’s (or Onlihub’s affiliates’) business(es).
3.6. Without limiting any of the rights set forth elsewhere in this Agreement, Onlihub expressly reserves the right to deny, cancel, terminate, suspend, or limit future access to this Site or any Services to any User (i) whose Account or Services were previously terminated or suspended, whether due to breach of this or any other Agreement or any Onlihub policy, or (ii) who otherwise engages or has engaged in inappropriate or unlawful activity while utilizing the Site or Services (as determined by Onlihub in its sole and absolute discretion).
3.7. You understand that the operation of the Services, including Your Content, may be unencrypted and involve (i) transmissions over various networks; (ii) changes to conform and adapt to technical requirements of connecting networks or devices and (iii) transmission to Onlihub’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Services. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Content. Onlihub will have no liability to you for any unauthorized access or use of any of Your Content, or any corruption, deletion, destruction or loss of any of Your Content, and you will indemnify and hold Onlihub harmless for any claims, damages or liability related to Your Content.
3.8. You own all Your Content or have obtained all permissions, releases, rights or licenses required to engage in your posting and other activities (and allow Onlihub to perform its obligations) in connection with the Services without obtaining any further releases or consents; Your Content and other activities in connection with the Services, and Onlihub’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Your Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing. To the extent you provide any suggestions, enhancement requests, feedback, recommendations or other input relating to the Services (“Feedback”), you hereby grant Onlihub the full, unencumbered right to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services.
3.9. Notwithstanding anything to the contrary, Onlihub shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Your Content and data derived therefrom), and Onlihub will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Onlihub offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.
3.10. You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, server, software, operating system, networking, web servers, long distance and local telephone service (collectively, “Your Equipment”). You shall be responsible for ensuring that Your Equipment is compatible with the Services (and, to the extent applicable, the Software) and complies with all configurations and specifications set forth in Onlihub’s published policies then in effect. You shall also be responsible for maintaining the security of the Your Equipment, your Account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your Account or Your Equipment with or without your knowledge or consent.
3.11. You have no right to access our physical facilities or property. Under no circumstances, and at no time, during the terms of this Agreement or after, are you permitted to enter Onlihub’s facilities, fulfillment centers, or premises without prior express written notice by us. As your Products may be commingled with the Products of other vendors in Onlihub’s facilities, under no circumstances, during the Term or after, may you access the Products while they are stored in Onlihub’s facilities, without prior express written consent of Onlihub. If you are granted access, you will be monitored during the access period and your access can be terminated at our sole discretion.
3.12. Onlihub reserves the right to use your name and/or company name as a reference for marketing or promotional purposes on Onlihub’s website and in other communication with existing or potential Onlihub customers. To decline Onlihub this right you need to email firstname.lastname@example.org stating that you do not wish to be used as a reference. 3.13. Onlihub may (but has no obligation to) provide technical support services, through email in accordance with our standard practice. Onlihub bears no liability for such technical support services.
3.14. Onlihub is not the importer of record for Products stored at Onlihub’s fulfillment centers. Onlihub shall not be held liable for complying with your instructions through the Onlihub Services. You understand that Onlihub does not inspect your Products nor does Onlihub take responsibility for the business decisions that you make and implement through the Services. For example, Onlihub cannot control or ensure that a buyer or seller with whom you do business will remit payment for Products in accordance with your agreement with them. For purposes of clarity, Onlihub is not the Merchant of Record for any of your Products unless you agree to be our supplier and be bound by our Supplier Terms and Conditions, which is available at this link https://onlihub.com/supplier-terms-and-conditions.
Onlihub is not responsible for items damaged during the pick and pack process or for breakage of items during transit that have been picked and packed by Onlihub.
3.15. The failure of Onlihub to exercise or enforce any right or provision of this Terms shall not be a waiver of that right. You acknowledge that this Terms is a contract between you and Onlihub, even though it is electronic and is not physically signed by you and Onlihub, and it governs your use of the Services.
4. Fees, Payment and renewal; Free services and Trial
4.1. Fulfillment Fees To the extent the Service or any portion thereof is made available for any fee, you will be required to pay all fees and any additional shipping expenses set forth in our Fee Schedule available at https://onlihub.com/services/fulfillment/pricing and provide Onlihub information regarding your credit card or a bank account number (for bank to bank transfer with ACH). You represent and warrant to Onlihub that such information is true and that you are authorized to use the payment instrument.
You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. Approximately every two weeks, Onlihub will post an invoice of the fees and charges to your account and/or otherwise make it available to you. You can elect to pay with a credit card or through ACH. Credit card or ACH declines may incur additional charges and/or lead to suspension or termination of Services.
Full payment for invoices issued must be received by Onlihub thirty (30) days after Onlihub’s posting of the invoice, or the Services may be terminated. Unpaid invoices are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection.
You shall be responsible for all taxes associated with Services other than U.S. taxes based on Onlihub’s net income. If you dispute any charges you must let Onlihub know within thirty (30) days after the date that Onlihub invoices you.
We reserve the right to change Onlihub’s prices. If Onlihub does change prices, Onlihub will provide notice of the updated Fee Schedule on the Site or in email to you, at Onlihub’s option, at least 30 days before the change is to take effect.
At any time, Onlihub reserves the right to require a deposit for your Account to cover any fees, shipping expenses or other costs, and Onlihub may increase or decrease the required deposit amount in its sole discretion.
While not specifically called out in our pricing, Receiving Costs are generally included with our standard per item outbound handling piece fees, but Additional Costs are not included.
In the event that there are additional costs associated with non-standard receiving (as determined in Onlihub’s sole discretion) (“Additional Fees”), Additional Fees shall be in addition to the Receiving Costs and you hereby agree to pay such Additional Fees. Our additional fulfillment fees available at: https://onlihub.com/services/fulfillment/pricing/additional-fees.
All dollar amounts stated in this Agreement and the website will be in US dollars unless otherwise specified.
Failure to promptly pay all fees is a material breach of this Agreement and Onlihub may immediately suspend Services if prompt payment is not made by you. All fees shall be payable as set forth in this Agreement. Time is of the essence for your payment obligations to us.
If your fees (or any other amounts owed Onlihub) remain unpaid for a period greater than 30 days, then Onlihub reserves the right, at its sole discretion, to terminate this Agreement, suspend its performance, and/or reclassify your Account as an “Abandoned Account.” Additionally, any Account that remains unpaid for greater than 60 days will automatically be deemed an Abandoned Account. To the fullest extent permitted by law, upon an Account becoming an Abandoned Account, all rights to ownership of the Account Balance and Products would then immediately be forfeited by you. Products will become immediately and irrevocably unavailable to you, and liquidation proceedings would begin. You agree such Products would be free and clear of liability, and that you would assume any liability therefore. You would have no rights to the liquidation proceeds. You would also remain liable for any pending fees above and beyond the liquidation proceeds.
You agree and acknowledge that Onlihub shall maintain a warehouseman’s lien and security interest under the UCC for all Products in Onlihub’s possession or control, regardless of whether a specific receipt is issued by Onlihub, to cover all charges, expenses, costs and fees set forth in this Agreement. In the event Onlihub is required to exercise its lien or security interest, you shall be responsible for all necessary and reasonable costs incurred by Onlihub to enforce the lien or security interest including, but not limited to, reasonable attorney fees. You will execute all agreements and documents so that Onlihub may obtain, perfect and maintain its lien rights and security interest in the Products. You will execute all documentation to permit us to perfect our liens.
4.2. Software Fees for other Services The Software fees are available at https://onlihub.com/services/multi-channel-selling-tool/pricing/.
Unless specifically agreed upon in writing between you and Onlihub at the commencement of a subscription term, at the conclusion of any service term, whether monthly, yearly, or otherwise, Onlihub will automatically renew the service for the same term and will charge the user’s credit card, bank account or PayPal account on the first day of the renewal term. Payments are due within 30 days of billing date.
If payment is not received by the end of the given 30 day time period, user’s account might be frozen and inaccessible until all outstanding payments have been processed by Onlihub. Users retain the responsibility for settling all outstanding balances in a timely manner and maintaining updated billing information. If not complied with, at the end of 90 days, user’s account will be deactivated and all data will no longer be retrievable.
Onlihub reserves the right to change its prices and fees at any time, and such changes shall be posted online at this Site and effective immediately without need for further notice to you. If you have purchased or obtained Services for a period of months or years, changes in prices and fees shall be effective when the Services in question come up for renewal as further described below.
4.3. Free Trial The Service Free Trial (“Free Trial”) is an opportunity for you to use the Software Service free of charge for any specified term, beginning on the date that you accept the Free Trial offer. The Free Trial will expire at the end of the specified trial period, regardless of whether or not you use the Software Service during the Free Trial period.
We may withdraw or modify the Free Trial, or exchange the Software Service or offer for a similar service or offer, at any time, in our sole discretion. You will be charged then-current rates for the Software Service if we determine that you are not eligible for the Free Trial.
You may cancel the Free Trial of the Software Service at any time prior to the end of the Free Trial by visiting your account and selecting the “cancel” link. If you choose to cancel Free Trial, any content or data you have entered into the service will only be retained for 60 days from the date of cancellation for customers with billing addresses in non-GDPR countries or 30 days from the date of cancellation for customers with billing addresses in GDPR countries. Residents of certain countries may not be eligible to participate in a Free Trial offer.
4.4. Free Service The Free Software Service (“Free Service”) is an opportunity for you to use the Software Service with a limited set of features without cost, beginning on the date that you accept the Free Service offer. The Free Service will not expire and will renew on a monthly basis without charging you. We may withdraw or modify the Free Service, or exchange the Software Service or offer for a similar service or offer, at any time, in our sole discretion. You will be charged then-current rates for the Software Service if we determine that you are not eligible for the Free Service.
Not all features available in the Service are included in the Free Service. Should you choose to add additional features or services to your Free Service, it will convert to a paid plan that will automatically renew at the then-current renewal price with no further action from you, until cancelled. You may cancel the automatic renewal of the Free Service or the converted paid plan at any time by visiting your account and turning off the auto-renewal feature, or by contacting customer service. If you choose to cancel Free Service, any content or data you have entered into the service will only be retained for 60 days from the date of cancellation for customers with billing addresses in non-GDPR countries or 30 days from the date of cancellation for customers with billing addresses in GDPR countries. Where a Free Service is renewed, whether as a paid monthly plan or annual plan, you may request a full refund in accordance with our Refund Policy.
Residents of certain countries may not be eligible to participate in a Free Service offer.
5. Refund of charges for Software Service
5.1 All Onlihub services are non-refundable.
Users on our free 30-day trial may cancel their accounts, free of charge, at any time up until 30 days after their account was created. The day of creation constitutes the first day of the 30-day trial.
All cancellations are processed automatically. To cancel please click the link or button that says “Cancel” and follow the instructions.
6. Fulfillment Services
6.1. Inbound Shipments - Your Obligations You represent and warrant to Onlihub that (i) you are the legal owner and/or have lawful possession or control of the Products and have the sole legal right to store and thereafter direct the release and/or delivery of the Products, (ii) there are no potential health, safety, or environmental hazards associated with the shipment, warehousing, or fulfillment of the Products tendered to Onlihub under this Agreement, (iii) the Products do not contain any material violating any federal, state, or local law (collectively, “Laws”); (iv) the Products are not and do not contain any hazardous or dangerous materials under applicable Laws; and (v) the Products do not violate our Acceptable Products policy at: https://www.onlihub.com/services/fulfillment/product-limitations-and-restrictions, which is incorporated into this Agreement. You will strictly meet or exceed any compliance obligations under these provisions. Onlihub may, in its sole discretion, reject Products that Onlihub determines do not meet the above. If the Products do not meet the foregoing requirements, you may incur additional fees from Onlihub, and if Onlihub rejects the Products, this may result in a delay or non-shipment, and you agree that Onlihub shall not be liable for any loss or damage as a result of such delay or non-shipment.
You shall provide Onlihub, in a digital format through the Onlihub dashboard, with bills of lading for the inventory of all inbound shipments of Products prior to the shipment arriving to Onlihub’s facility. All inbound shipments shall be properly labeled and clearly identify the units and quantities of carton, case, or master case. You represent and warrants that the information set forth on any shipment or delivery document, including, without limitation, information as to count, weight, description and condition of the Products, is accurate and complete and may be relied upon by Onlihub. If any inbound inventory received does not follow Onlihub’s ASN (Advansed Shipping Notifications) instructions, it will be subject to delays, and the Vendor will be charged Additional Fees. If the items in such a shipment cannot be identified by Onlihub, they may be discarded and Onlihub assumes no responsibility for any associated losses. If the quantity of any SKU (or any SKU in a box or pallet) received at Onlihub’s fulfillment center is either 10% greater, or more than 25 units more, than the expected quantity you submitted in the ASN, you will be required to submit a new accurate ASN. The ASN shall be attached to the side of the box and the product name shall be clearly and conspicuously written on the outside of box.
You need to make an appointment in advance for any inbound freight shipment (non-parcel). To do that, please email at email@example.com.
6.2. Products onboarding All inbound shipments must be received and inventoried before the Products shall be shipped.
Upon receipt, Onlihub may, at its sole discretion, verify the quantity of the Products and inspect for any damage. You acknowledge and agree that Onlihub has no obligation to verify the quantity, content, condition or quality of the Products delivered to Onlihub for storage and/or delivery. Onlihub may, at its sole discretion, reject to store and/or deliver any Products that it deems, in its sole discretion, to be improperly labeled or packaged or, any Products that contain any hazardous or illegal material.
If there are any outstanding or pending Orders that need to be fulfilled first, you shall notify Onlihub of the number of Orders to be sent initially and the expected timeline of processing such Orders.
You can expect a minimum of two (2) business days for products to be inventoried at Onlihub’s fulfillment centers. After two (2) business days, your Orders will begin to be processed and labeled, beginning with outstanding and pending Orders. Onlihub will plan to fulfil the number of Orders which was communicated during onboarding every day. Additional time may be required for special kitting, picking or any alterations in regular process. Onlihub shall thereafter process, package, and ship all Orders within one business day of actual receipt of the Order from you provided that proper inventory amounts exist and there are no issues with the Order. This provision shall not apply to Orders that are altered, Orders with low inventory items (less than 10 items in stock), held Orders and bulk Orders.
You shall be solely responsible for the accuracy of any information provided to Onlihub and/or inputted onto Onlihub’s Site. You agree that Onlihub shall not be liable for any delay, loss, damage or costs as a result of any inaccurate information provided by you to Onlihub or any information inputted incorrectly by you onto Onlihub’s Site.
6.3. Fraudulent Orders IT IS YOUR SOLE RESPONSIBILITY TO PROTECT YOURSELF FROM FRAUD. IT IS YOUR SOLE RESPONSIBILITY TO PAY ALL FEES RELATED TO ORDERS WHETHER THE ORDER IS FRAUDULENT OR THE PRODUCT IS DELIVERED OR NOT.
6.4. Delays or Non-Delivery Onlihub shall not be liable or responsible for any delays in domestic shipments of Products or Orders, and is, without limitation, not responsible or liable for non-delivery or late delivery of Products caused by third-parties, including carriers.
6.5. Shippable Addresses You are solely responsible for the accuracy and deliverability of Order shipping addresses. Onlihub may, at its sole discretion, verify Order shipping addresses, but this is not a replacement for merchant address diligence and verification by you. You agree and acknowledge that Onlihub has no obligation to verify any shipping addresses provided by you. If Onlihub provides an Order shipping estimate on the basis of an address later discovered to be inaccurate or incomplete, you are solely responsible for any applicable address correction fees Onlihub incurs from the Carrier, any difference in shipping cost or for any other costs or fees due to the incomplete or inaccurate address. Examples of discrepancies for which you may be responsible include, but are not limited to, incomplete addresses, incorrect addresses, commercial/residential address status, and rural address status. Onlihub also reserves the right to put the order on hold if addresses are not validated by the Onlihub system.
7. Availability of Site/Services
7.1. Subject to the terms of service of this Agreement and our other policies and procedures, we shall use commercially reasonable efforts to attempt to provide this Site and the Services on a twenty-four (24) hours a day, seven (7) days a week basis.
You acknowledge and agree that from time to time this Site may be inaccessible or inoperable for any reason including, but not limited to, equipment malfunctions; periodic maintenance, repairs or replacements that we undertake from time to time; or causes beyond our reasonable control or that are not reasonably foreseeable including, but not limited to, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures.
You acknowledge and agree that we have no control over the availability of this Site or the Services on a continuous or uninterrupted basis, and that we assume no liability to you or any other party with regard thereto.
8. Monitoring of Content; Account Termination Policy
8.1. Onlihub generally does not pre-screen Content. However, Onlihub reserves the right (but undertakes no duty) to do so and decide whether any item of Content is appropriate and/or complies with this Agreement. Onlihub may remove any item of Content and/or terminate a User’s access to this Site or the Services found at this Site for posting or publishing any material in violation of this Agreement, or for otherwise violating this Agreement (as determined by Onlihub in its sole and absolute discretion), at any time and without prior notice. Onlihub may also terminate a User’s access to this Site or the Services found at this Site if Onlihub has reason to believe the User is a repeat offender.
8.2. Onlihub reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof). All of Your Content on the Service (if any) may be permanently deleted by Onlihub upon any termination of your account in its sole discretion. However, all accrued rights to payment and the terms of Section 4-14 shall survive termination of this Terms.
8.3. You have the right to terminate your account at any time by sending a cancellation request to firstname.lastname@example.org. Subject to earlier termination as provided below, Onlihub may terminate your Account and this Terms at any time in its sole discretion by providing notice to the administrative email address associated with your Account.
9. Additional Reservation of Rights
9.1. Onlihub expressly reserves the right to deny, cancel, terminate, suspend, lock, or modify access to (or control of) any Account or Services for any reason (as determined by Onlihub in its sole and absolute discretion), including but not limited to the following: (i) to correct mistakes made by Onlihub in offering or delivering any Services, (ii) to protect the integrity and stability of, and correct mistakes made by, any third party (iii) to assist with our fraud and abuse detection and prevention efforts, (iv) to comply with court orders against you and/or your domain name or website and applicable local, state, national and international laws, rules and regulations, (v) to comply with requests of law enforcement, including subpoena requests, (vi) to comply with any dispute resolution process, (vii) to defend any legal action or threatened legal action without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit, (viii) to avoid any civil or criminal liability on the part of Onlihub, its officers, directors, employees and agents, as well as Onlihub’s affiliates, including, but not limited to, instances where you have sued or threatened to sue Onlihub, or (ix) to respond to an excessive amount of complaints related in any way to your Account, domain name(s), or content on your website that could result in damage to Onlihub’s business, operations, reputation or shareholders.
9.2. Onlihub Content Except for Your Content, the content on this Site and the Services, including without limitation the text, software, scripts, source code, API, graphics, photos, sounds, music, videos and interactive features and the trademarks, service marks and logos contained therein “Onlihub Content” are owned by or licensed to Onlihub in perpetuity, and are subject to copyright, trademark, and/or patent protection in the United States and foreign countries, and other intellectual property rights under United States and foreign laws. Onlihub Content is provided to you “as is”, “as available” and “with all faults” for your information and personal, non-commercial use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any purposes whatsoever without the express prior written consent of Onlihub. No right or license under any copyright, trademark, patent, or other proprietary right or license is granted by this Agreement. Onlihub reserves all rights not expressly granted in and to the Onlihub Content, this Site and the Services, and this Agreement do not transfer ownership of any of these rights.
10. Discontinued Software Services; End of Life Policy
10.1. Onlihub reserves the right to cease offering or providing any of the Software Services at any time, for any or no reason, and without prior notice. Although Onlihub makes great effort to maximize the lifespan of all its Software Services, there are times when a Software Service we offer will be discontinued or reach its End-of-Life (“EOL”). If that is the case, that product or service will no longer be supported by Onlihub, in any way, effective on the EOL date.
10.2. Notice and Migration In the event that any Software Service we offer has reached or will reach EOL, we will attempt to notify you thirty or more days in advance of the EOL date. It is your responsibility to take all necessary steps to replace the Software Service by migrating to a new Software Service before the EOL date, or by entirely ceasing reliance on said Software Service before the EOL date. In either case, Onlihub will either offer a comparable Software Service for you to migrate to for the remainder of the term of your purchase, a prorated in-store credit, or a prorated refund, to be determined by Onlihub in its sole and absolute discretion. Onlihub may, with or without notice to you, migrate you to the most up-to-date version of the Software Service, if available. You agree to take full responsibility for any and all loss or damage arising from any such migration.
10.3. No Liability Onlihub will not be liable to you or any third party for any modification, suspension, or discontinuance of any of the Software Services we may offer or facilitate access to.
11. Third-Party Content, Sites and Services
11.1. All transactions using Onlihub’s services are between the transacting parties only. The Services may contain features and functionalities linking you or providing you with certain functionality and access to third party content, including websites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole. We may also provide some content to you as part of the Services. However, Onlihub is not an agent of any transacting party, nor are we a direct party in any such transaction. Any such activities, and any terms associated with such activities, are solely between you and the applicable third-party. Similarly, we are not responsible for any third-party content you access with the Services, and you irrevocably waive any claim against us with respect to such sites and third-party content. Onlihub shall have no liability, obligation, or responsibility for any such correspondence, purchase, or promotion between you and any such third-party. You are solely responsible for investigating before proceeding with any online or offline transaction with any third party. You are solely responsible for your dealings with any third party related to the Services, including the delivery of and payment for goods and services. Should you have any problems resulting from your use of any third-party services, or should you suffer data loss or other losses as a result of problems with any of your other service providers or any third-party services, we disclaim all liability.
12. Links to Third-Party Websites
12.1. This Site and the Services found at this Site may contain links to third-party websites that are not owned or controlled by Onlihub. Onlihub assumes no responsibility for the content, terms of service, privacy policies, or practices of any third-party websites. In addition, Onlihub does not censor or edit the content of any third-party websites. By using this Site or the Services found at this Site, you expressly release Onlihub from any and all liability arising from your use of any third-party website. Accordingly, Onlihub encourages you to be aware when you leave this Site or the Services found at this Site and to review the terms of service, privacy policies, and other governing documents of each other website that you may visit.
13. Trademark and/or Copyright Claims
13.1. Onlihub supports the protection of intellectual property. If you would like to submit (i) a trademark claim for violation of a mark on which you hold a valid, registered trademark or service mark, or (ii) a copyright claim for material on which you hold a bona fide copyright, please email us at email@example.com.
14. U.S. Government Matters – Your Compliance with Trade and Export Laws
14.1. You may not remove or export from the United States or allow the export or re-export of Products subject to this Agreement or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.
14.2. As defined in FAR section 2.101, the software and documentation installed by Onlihub on your Equipment (if applicable) are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
14.3. This Site and the Services found at this Site are subject to the export laws, restrictions, regulations and administrative acts of the United States Department of Commerce, Department of Treasury Office of Foreign Assets Control (“OFAC”), State Department, and other United States authorities (collectively, “U.S. Export Laws”). Users shall not use the Services found at this Site to collect, store or transmit any technical information or data that is controlled under U.S. Export Laws. Users shall not export or re-export, or allow the export or re-export of, the Services found at this Site in violation of any U.S. Export Laws. None of the Services found at this Site may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) any country with which the United States has embargoed trade; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Denied Persons List, or any other denied parties lists under U.S. Export Laws. By using this Site and the Services found at this Site, you agree to the foregoing and represent and warrant that you are not a national or resident of, located in, or under the control of, any restricted country; and you are not on any denied parties list; and you agree to comply with all U.S. Export Laws (including “anti-boycott”, “deemed export” and “deemed re-export” regulations). If you access this Site or the Services found at this Site from other countries or jurisdictions, you do so on your own initiative and you are responsible for compliance with the local laws of that jurisdiction, if and to the extent those local laws are applicable and do not conflict with U.S. Export Laws. If such laws conflict with U.S. Export Laws, you shall not access this Site or the Services found at this Site. The obligations under this section shall survive any termination or expiration of this Agreement or your use of this Site or the Services found at this Site.
15.1. Please visit https://onlihub.com/privacy-policy to understand how Onlihub collects and uses personal information.
16. Force Majeure
16.1. Onlihub will not be liable for any default or delay in the performance of any of its obligations under this Terms if and to the extent such default or delay is caused, directly or indirectly, by an event outside of Onlihub’s reasonable control, including: (a) fire, flood, earthquake, elements of nature or acts of God; (b) wars (declared and undeclared), acts of terrorism, sabotage, riots, civil disorders, rebellions or revolutions; (c) extraordinary malfunction of third-party Internet infrastructure, data centers or related systems or (d) acts of any governmental authority with respect to any of the foregoing. Without limiting the foregoing, Onlihub’s failure to perform, or delay in performing, its responsibilities under this Terms will be excused if and to the extent that the cause of such non-performance or delay is: (i) the failure of you or your personnel to materially perform their obligations under this Terms; (ii) any act performed or omitted by Onlihub or Onlihub personnel at the request of you; (iii) any act performed by you or your personnel to the extent that such act was not otherwise agreed to by the parties; or (iv) system failure caused by a malicious third-party technical attack causing a sudden, unplanned increase in network activity above the threshold capacity of Onlihub systems.
17. DISCLAIMER OF WARRANTIES
17.1. The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Onlihub or by third-party providers, or because of other causes beyond our reasonable control. Onlihub shall use reasonable efforts to provide advance notice in writing or by email of any Services disruption. Onlihub shall not be liable for any such unavailability or disruption of Services.
THE SERVICES, INCLUDING THE ONLIHUB PLATFORM AND CONTENT, AND ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, AND ONLIHUB EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. EXCEPT AS EXPRESSLY SET FORTH IN THIS OR ANY ANCILLARY AGREEMENT, YOU ACKNOWLEDGE THAT ONLIHUB DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES ONLIHUB MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM US SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
17.2. Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, OUR LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW UNDER THE TERMS OF THIS AGREEMENT.
17.3. Onlihub does not represent, warrant, or guarantee that any of its fulfillment centers will maintain any specific temperature ranges or humidity levels.
18. LIMITATION OF LIABILITY
18.1. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, BY STATUTE OR OTHERWISE) SHALL ONLIHUB BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, OR LOST DATA. FOR AVOIDANCE OF DOUBT, ONLIHUB IS NOT LIABLE FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE PRODUCTS DAMAGE CAP OR THE AGGREGATE LIABILITY CAP SET FORTH BELOW, WHICHEVER IS THE LESSER AMOUNT. ONLIHUB WILL NOT BE RESPONSIBLE FOR, AND EXPRESSLY DISCLAIMS ANY LIABILITY FOR, ANY PRODUCT DAMAGE, LOSS, OR DETERIORATION CAUSED BY FLUCTUATIONS IN TEMPERATURE OR HUMIDITY LEVELS.
18.2. Insurance, Damage and Loss of Products INSURANCE IS AVAILABLE AT YOUR SOLE COST AND EXPENSE. NOTWITHSTANDING YOUR PURCHASE OF INSURANCE COVERAGE, IN THE EVENT OF LOSS, DAMAGE OR DESTRUCTION OF PRODUCTS (“PRODUCTS LOSS”) FOR WHICH ONLIHUB IS OR MAYBE LEGALLY LIABLE, YOU AGREE THAT ONLIHUB’S LIABILITY SHALL NOT EXCEED THE PRODUCTS DAMAGE CAP SET FORTH BELOW. FOR INSURANCE TO APPLY TO YOUR CLAIM, YOU MUST PURCHASE THE INSURANCE PRIOR TO THE PRODUCTS LOSS. ONLIHUB DOES NOT REPRESENT, WARRANT OR GUARANTY THAT INSURANCE WILL COVER ALL OR A PORTION OF YOUR PRODUCTS LOSS. ONLIHUB SHALL NOT BE RESPONSIBLE OR LIABLE IF INSURANCE COVERAGE IS NOT AFFORDED FOR THE PRODUCTS LOSS OR IF COVERAGE IS DENIED.
ONLIHUB’S MAXIMUM LIABILITY FOR PRODUCTS LOSS (INCLUDING LOSS FROM ANY PRODUCTS COUNT INACCURACIES) WILL BE CAPPED AT 5% OF THE TOTAL PRODUCT VALUE OR ONE MONTH OF THE AVERAGE BILLABLE STORAGE, WHICHEVER IS LOWER (“PRODUCTS DAMAGES CAP”). FOR GREATER COVERAGE, YOU MUST ADD INSURANCE IN YOUR ACCOUNT SETTINGS ON THE PRODUCTS THAT YOU WISH COVERED BY INSURANCE, IN WHICH CASE AN INCREASED CHARGE WILL BE MADE BASED UPON SUCH INCREASED COVERAGE. NO SUCH COVERAGE SHALL BE VALID UNLESS PAID FOR BEFORE LOSS, DAMAGE OR DESTRUCTION TO ALL OR ANY PORTION OF THE PRODUCTS HAS OCCURRED.
Exclusive Remedy. THE PRODUCTS DAMAGE CAP SET FORTH IN THIS SECTION 18 SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY AGAINST ONLIHUB FOR ANY CLAIM OR CAUSE OF ACTION WHATSOEVER RELATING TO LOSS, DAMAGE AND/OR DESTRUCTION OF PRODUCTS, AND SHALL APPLY TO ALL CLAIMS, INCLUDING PRODUCTS SHORTAGE OR ANY OTHER CLAIMS RELATING TO THE SERVICES (INCLUDING CONVERSION OR THEFT CLAIMS).
IN ANY EVENT, ONLIHUB’S MAXIMUM AGGREGATE LIABILITY TO YOU, NOTWITHSTANDING THE NATURE OR GROUNDS FOR ALL CLAIMS, INCLUDING THE BREACH OF THIS AGREEMENT BY ONLIHUB, SHALL NOT EXCEED $3,000 FOR ANY CLAIMS NOT COVERED BY THE PRODUCTS DAMAGE CAP. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS AGREEMENT AND THE PARTIES RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.
19.1. You shall defend, indemnify, and hold harmless Onlihub from and against any claims, actions or demands, liabilities (including court costs and attorney’s fees), tax obligations, fines and penalties, including without limitation reasonable legal and accounting fees and expenses, arising or resulting from: (a) your breach of this Agreement, (b) any of Your Content, (c) your negligence, fault, omissions, or willful misconduct, (d) your fraud or misrepresentation in connection with the Services or with your access, contribution to, or use of the Services, or (e) your misuse of the Services (“Claims”). Onlihub shall provide notice to you of any claim. Onlihub reserves the right to assume the exclusive defense and control of any third-party Claims which are subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Onlihub’s defense of such Claim. This indemnity shall include, without limitations, all Claims in tort, contract, by statute or otherwise, including Claims for personal injury (including death) and actual or tangible property damage.
20.1. You may not assign this Agreement without the prior written consent of Onlihub, but Onlihub may assign or transfer this Agreement, in whole or in part, without restriction.
21. No Third-Party Beneficiaries
21.1. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits
22.1. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect, and enforceable. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, representation and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. Terms of this Agreement shall take precedence over any contrary or conflicting terms in any other agreement. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind Onlihub in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement or otherwise, the substantially prevailing party will be entitled to recover its costs, expenses and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
23. Governing Law – Prevailing Party in Litigation
23.1. This Agreement and all Claims or disputes between the parties shall be governed by the laws of the State of Illinois without regard to its conflicts of law provisions. The UN Convention on the International Sale of Goods shall not apply. All Claims, lawsuits, causes of action and disputes between us shall be exclusively brought in the State or Federal Court located in Chicago, Illinois. The parties submit to the exclusive personal jurisdiction and venue of these courts. The substantially prevailing party in any dispute or litigation between us, including those related to this Agreement or the Services, shall be awarded their reasonable court costs, expenses and reasonable attorneys’ fees.
24. Title and Headings; Independent Covenants; Severability
24.1. The titles and headings of this Agreement are for convenience and ease of reference only and shall not be utilized in any way to construe or interpret the agreement of the parties as otherwise set forth herein. Each covenant and agreement in this Agreement shall be construed for all purposes to be a separate and independent covenant or agreement. If a court of competent jurisdiction holds any provision (or portion of a provision) of this Agreement to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portions of provisions) of this Agreement shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law.
25. English Language Controls
25.1. This Agreement, along with all policies and the applicable product agreements identified above and incorporated herein by reference (collectively, the “Agreement”), is executed in the English language. To the extent any translation is provided to you, it is provided for convenience purposes only, and in the event of any conflict between the English and translated version, where permitted by law, the English version will control and prevail. Where the translated version is required to be provided to you and is to be considered binding by law (i) both language versions shall have equal validity, (ii) each party acknowledges that it has reviewed both language versions and that they are substantially the same in all material respects, and (iii) in the event of any discrepancy between these two versions, the translated version may prevail, provided that the intent of the Parties has been fully taken into consideration