Terms of Service

1.1. Onlihub Inc. and/or its affiliates (hereinafter “Onlihub”, “we”, “our”, or “us”) provides its Services (as defined below) to you through its websites located at Onlihub.com and Zipurch.com, and through the Mysellerhub application and its associated website at Mysellerhub.com (collectively, the “Site”), subject to this Terms of Service Agreement (“Terms” or “Agreement”).

By using this Site, the services available at this Site, and any service, software, application, plug-in, component, functionality, or program created by Onlihub (together, the “Services”), you are agreeing to the following terms of service of the Agreement and the Privacy Policy (https://onlihub.com/privacy-policy) (“Privacy Policy”).

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 Services. All such Policies and the 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 or sales channel. Please read them carefully before using this Site or the Services. The terms “you”, “your”, or “User” shall refer to any individual or entity who accepts this Agreement, has access to your account, or uses the Services. Depending on how you use the Services, you may be a “Supplier”, a “Retailer”, or both, as those terms are defined below.

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, and (iii) not a person or entity barred from purchasing or receiving the Services 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. 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.

1.2. Onlihub may change these Terms, the Policies, and the Fee Schedule from time to time. If we change these Terms or the Fee Schedule, we will provide fifteen (15) days’ prior notice either by emailing the email address associated with your account or by posting a notice on the Site. You can review the most current version of these Terms at https://onlihub.com/terms-of-service. If any change is not acceptable to you, your only remedy is to stop using the Services and send a cancellation email to [email protected].

1.3. We may terminate your use of the 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 the Services, you will be required to register with the Site. As part of the registration process, you must provide your legal name, business name, address, payment details, phone number, email address, password, and any other information we may request for your account (“Account”). To use certain Supplier features, you must connect an Amazon selling account as described in Section 5. To use certain Retailer features, you must connect an eligible online store as described in Section 7.

Capitalized terms used in this Agreement have the meanings given where they are defined. In addition:

“Supplier” means a User that makes inventory available through the Services for sourcing and fulfillment, including by connecting an Amazon selling account.

“Retailer” means a User that sources Products through the Services to list, offer, and sell through the Retailer’s own online store(s) and sales channels.

“Connected Amazon Account” means an Amazon selling account that a Supplier authorizes Onlihub to access and act upon as described in Section 5.

“MCF” or “Multi-Channel Fulfillment” means Amazon’s Multi-Channel Fulfillment service, through which orders placed through the Services are fulfilled and shipped.

“Mysellerhub” means the Mysellerhub application and companion services made available to Retailers, including any functionality that connects to and configures a Retailer’s online store.

“Connected Store” means an online store (for example, a Shopify store) that a Retailer authorizes Onlihub and/or Mysellerhub to access and configure as described in Section 7.

“Product” means an item made available by a Supplier through the Services.

“Recovery Amount” means the per-unit amount a Supplier designates for a Product as described in Section 6.

“Retail Price” means the reference retail price that is set and controlled by Onlihub for a Product.

“Listing” means a product listing created in a Connected Store or sales channel for a Product.

“Order Information” means the order and transaction details made available through the Services in connection with a Product order.

“Wallet” means the prepaid balance a Retailer funds and maintains with Onlihub, from which Onlihub deducts the amounts due for orders and other charges as described in Section 9.

3.1. Onlihub provides infrastructure and a pipeline that connects Suppliers — including Amazon sellers seeking to recover value from excess, aging, or surplus inventory — with Retailers that source Products to offer for sale through their own online stores and sales channels. Order fulfillment is performed through Amazon Multi-Channel Fulfillment, such that Products ship from Amazon to the Retailer’s customer.

3.2. The “Services” include (a) a sourcing catalog and tools that connect Suppliers and Retailers; (b) the Mysellerhub application and related tools that connect to, create Listings in, and configure a Retailer’s Connected Store; (c) integrations with Suppliers’ Connected Amazon Accounts for inventory, pricing, order, and fulfillment purposes; (d) all software, data, reports, text, images, sounds, and video made available through the Services; and (e) any service, software, application, plug-in, component, functionality, or program created by Onlihub and content made available through any of the foregoing (collectively, the “Content”). Any new features added to or augmenting the Services are also subject to these Terms.

3.3. The Services may make Products available to Retailers through multiple channels, which may include the Onlihub catalog, the Mysellerhub application, third-party supplier or discovery channels (such as Shopify Collective), and additional channels Onlihub may add from time to time. Each channel may offer different functionality.

3.4. Onlihub does not itself manufacture, take title to, or warrant the Products, except as expressly stated in this Agreement. All transactions facilitated through the Services are between the transacting parties.

3.5. Products available on request. Some products shown in the Onlihub catalog or on the Site may be marked “Available on request”. These products are not currently offered through the Services; they are shown so that Retailers can tell us which products they want and so that Onlihub can approach the brand owner or a supplier. Information about such products, including names, prices, ratings, and images, may come from public sources or the brand owner’s own materials, may be incomplete or out of date, and is not an offer to sell. Submitting a request does not create an order, reservation, or obligation for you, Onlihub, or the brand owner. Onlihub will notify you if a requested product becomes available. The listing of such a product does not mean that its brand owner has authorized it or is affiliated with Onlihub (see Section 16).

4.1. Subject to the terms 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 sublicense, resell, rent, lease, transfer, assign, time share, or otherwise commercially exploit or make the Services available to any third party (except as expressly permitted for Retailers offering Products through their own stores as contemplated by this Agreement); use the Services in any unlawful manner or in any manner that interferes with or disrupts the integrity or performance of the Services; or modify, adapt, or hack the Services, or otherwise attempt to gain unauthorized access to the Services or its related systems or networks.

4.2. Any software made available to you by Onlihub in connection with the Services (“Software”), including the Onlihub platform and the Mysellerhub application, contains our proprietary and confidential information that is protected by applicable intellectual property laws and this Agreement. Onlihub grants you a non-transferable, non-sublicensable, and non-exclusive right and license to use the object code of any Software and Content solely in connection with the Services.

4.3. 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”).

4.4. 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. By posting Your Content on or through the Services, you 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 for the purpose of operating, providing, and promoting the Services.

4.5. To the extent the Services provide Users an opportunity to retrieve and send inventory, listing, pricing, and order information from a User’s connected accounts or stores, you represent and warrant that you have all necessary rights in and to all Your Content and all information contained therein, and that your grant of access does not violate any agreement between you and any third party.

4.6. Onlihub expressly reserves the right to deny, cancel, terminate, suspend, or limit future access to this Site or any Services to any User whose Account or Services were previously terminated or suspended, or who otherwise engages or has engaged in inappropriate or unlawful activity while using the Site or Services.

4.7. You understand that the operation of the Services, including Your Content, may involve transmissions over various networks and transmission to Onlihub’s third-party vendors and hosting partners. You bear sole responsibility for adequate security, protection, and backup of Your Content.

4.8. You own all of Your Content or have obtained all permissions, releases, rights, or licenses required to engage in your posting and other activities in connection with the Services.

4.9. Onlihub shall have the right to collect and analyze data and other information relating to the provision, use, and performance of the Services and related systems and technologies, and may use such information to improve and enhance the Services and disclose such data solely in aggregate or de-identified form.

4.10. You are responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Services and for maintaining the security of your equipment, account, passwords, and files.

4.11. 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 communications with existing or potential Onlihub customers. To decline this right, email [email protected].

4.12. Onlihub may provide technical support services through email in accordance with our standard practice. Onlihub bears no liability for such technical support services.

4.13. The failure of Onlihub to exercise or enforce any right or provision of these Terms shall not be a waiver of that right. You acknowledge that these Terms constitute a contract between you and Onlihub and govern your use of the Services.

5.1. To use Supplier features, you must connect an Amazon selling account to the Services by completing the authorization flow, which redirects you to Amazon to grant access. By connecting a Connected Amazon Account, you authorize Onlihub to access and act upon that account as described in this Section.

5.2. Scope of access. You acknowledge and agree that the access you grant is not read-only. The Connected Amazon Account authorization permits Onlihub to (a) access your inventory, listing, pricing, order, and fulfillment information; and (b) create Multi-Channel Fulfillment (MCF) orders on your Amazon account in order to fulfill orders for Products you have selected to make available through the Services.

5.3. Limited to selected Products. Onlihub will create MCF orders only for Products you have chosen to make available through the Services and only to fulfill orders placed through the Services or its channels. You remain in control of which Products you make available.

5.4. Fulfillment charges. You authorize the MCF fees, shipping charges, and other amounts that Amazon assesses for orders created under this authorization to be billed to your Amazon account in accordance with your agreements with Amazon.

5.5. Relationship with Amazon. Onlihub is independent from Amazon, and your use of Amazon’s services remains governed by your own agreements with Amazon. You represent and warrant that you have the authority to grant the access described in this Section and that doing so does not violate your agreements with Amazon or any applicable law.

5.6. Revocation. You may disconnect your Connected Amazon Account at any time. Disconnection will stop the creation of new MCF orders going forward but will not affect orders already submitted or in process, and does not relieve you of obligations accrued before disconnection.

5.7. Order and sales data; analytics. You acknowledge and agree that Onlihub may receive, retrieve, and analyze order, sales, inventory, and performance data from Amazon (including through Amazon’s Selling Partner API) relating to your Connected Amazon Account and to Products and orders associated with the Services. Onlihub uses such data to operate, secure, and improve the Services, including to generate demand insights, product recommendations, and catalog matching for Retailers. Insights made available to Retailers are provided in aggregated or derived form and do not disclose your Amazon credentials or, except as necessary to operate the Services, your identifiable account-level sales information. Onlihub handles such data in accordance with the Privacy Policy and applicable Amazon policies, including Amazon’s data protection requirements.

6.1. Required Product Information. You will provide accurate and complete required Product information for each Product you make available through the Services and will promptly update that information as necessary. You will ensure that your materials, your Products, and your offer and sale comply with all applicable laws and do not contain prohibited materials.

6.2. Recovery Amount. For each Product you make available, you may designate a per-unit “Recovery Amount.” The Recovery Amount is the gross amount payable to you per unit and must cover your product cost (COGS) and any profit you intend to make; it is not pure profit. The Recovery Amount is subject to a cap (currently 30% of the applicable Retail Price), as further described in the Fee Schedule. Onlihub’s commission is added on top of the Recovery Amount in the price charged to Retailers and is not deducted from your Recovery Amount, and Onlihub will not separately bill you for commission. In addition to the Recovery Amount, Onlihub reimburses you for the MCF and shipping charges Amazon bills to your Connected Amazon Account for those orders, as described in Section 9.5. Your payouts remain subject to adjustments for refunds, chargebacks, and taxes as described in Section 9.

6.3. Pricing and presentation controlled by Onlihub. Onlihub sets and controls the Retail Price and the manner in which Products are presented to Retailers. You acknowledge and agree that Onlihub may automatically list your Products, set and adjust the prices at which Products are offered to Retailers, and present your Products across Onlihub’s channels. You may not unilaterally change the Retail Price.

6.4. Fulfillment. You will fulfill orders for your Products through Amazon MCF as described in Section 8, in accordance with the applicable Order Information, this Agreement, and all terms displayed at the time of the order. The Onlihub refund policy will apply to your Products.

6.5. Responsibility for Products. You are responsible for any non-performance, non-delivery, misdelivery, theft, non-conformity, defect, recall, safety alert, claim, chargeback, or dispute related to your Products, except to the extent caused by payment fraud or our failure to make available Order Information as received.

6.6. Regulated products. We require continuing guarantees from you for regulated products, including pesticides, foods, drugs, medical devices, and cosmetics. You warrant that such products comply with applicable registration, packaging, labeling, and regulatory requirements.

6.7. Taxes. As between the parties, you will be responsible for the collection, reporting, and payment of any and all of your taxes, except to the extent Onlihub automatically calculates, collects, or remits taxes on your behalf as required by applicable law.

6.8. Non-exclusivity. The Services are non-exclusive. You retain all rights to sell your Products on Amazon, on your own websites, and through any other channels, and nothing in this Agreement restricts or limits your other sales channels or requires you to offer any minimum inventory through the Services.

6.9. Product content. You represent and warrant that you own or are licensed to use, and to permit Onlihub and Retailers to use as described in Sections 4.4 and 7.7, all product names, photos, images, videos, descriptions, and trademarks that you provide for your Products or authorize Onlihub to use, including content Onlihub obtains from your public product listings with your approval (“Product Content”), and that such use does not infringe any third party’s rights. The license in Section 4.4 includes the right for Onlihub to sublicense Product Content to Retailers and to publish it in Onlihub’s channels (including third-party channels such as Shopify Collective) to offer your Products. Your obligations under Section 24 include claims that Product Content infringes a third party’s rights.

6.10. Returns. Returns of your Products are at your expense. You bear the cost of the return shipping labels Onlihub provides to Retailers under Section 8.6 and of refunds issued under Section 8.6, whether or not the Product is returned. Such amounts are deducted from your payouts as adjustments for refunds.

7.1. Sourcing. As a Retailer, you may source Products from the Onlihub catalog to list, offer, and sell through your own online store(s) and sales channels, subject to this Agreement. Retailer access to the Services is provided through MySellerHub, which serves as the Retailer’s single account and control center; a separate Onlihub login is not required.

7.2. Connecting your store; Mysellerhub authorization. To use certain Retailer features, you will install Mysellerhub and/or connect an eligible online store (a “Connected Store”). By doing so, you authorize Onlihub and Mysellerhub to access and configure your Connected Store through its application programming interface (for example, the Shopify Admin API), including to: create and update products and Listings for Products; set and update prices, cost fields, and inventory information; create and manage shipping profiles; register and manage a fulfillment location; and otherwise configure the fulfillment and pricing behavior for Onlihub-sourced Products. You may revoke this authorization at any time by uninstalling Mysellerhub or disconnecting your Connected Store; revocation does not affect orders already in process or obligations accrued before revocation.

7.3. Pricing control. Onlihub may seed suggested or reference pricing for Listings. You control the selling price you charge your customers, including through the repricing tools made available to you, and you are solely responsible for the prices you set and the margins you realize.

7.4. Your storefront and customers. You are solely responsible for your Connected Store and other sales channels, your customer relationships, customer service to your customers, your own store terms and policies, the taxes you collect and remit in connection with your sales, and your compliance with the terms of your store platform and each sales channel you use. The relationship between you and your customers is solely between you and them.

7.5. Order flow and fulfillment. When a customer orders an Onlihub-sourced Product from your store, the order is fulfilled through Amazon MCF and ships from Amazon to your customer, as described in Section 8. You are responsible for providing accurate order and shipping information necessary for fulfillment.

7.6. Compliance. You will ensure that your Listings, your offers, and your sales comply with all applicable laws and the policies of your store platform and sales channels, and that you have all rights necessary to list and sell the Products through your store (other than the rights in Product Content licensed to you under Section 7.7).

7.7. Product content license. Subject to this Agreement, Onlihub grants you a non-exclusive, non-transferable, revocable license to reproduce and display the Product Content supplied for a Product through the Services solely to list, advertise, and sell that Product in your Connected Store and other sales channels connected to the Services, for as long as the Product remains available to you through the Services. You may adapt the size, format, and wording of Product Content for your sales channel, but you may not use it for products not sourced through the Services or license it to others. If a Product is discontinued or removed, or if Onlihub notifies you that Product Content must be removed (for example, after a rights holder’s complaint), you will remove that Product Content from your channels within three (3) business days. No license to any trademark is granted except the right to use the brand and product name to identify the genuine Product you sell.

8.1. Orders for Products sourced through the Services are fulfilled through Amazon MCF. Products ship from Amazon to the applicable customer.

8.2. All purchases of physical Products facilitated through the Services are made pursuant to a shipment contract. Risk of loss and title pass upon delivery to the carrier.

8.3. Onlihub attempts to be as accurate as possible. However, we do not warrant that Product descriptions or other Content are accurate, complete, reliable, current, or error-free.

8.4. Despite reasonable efforts, a small number of Products may be out of stock after an order has been placed. In that case we, or the applicable Supplier, may contact the relevant party for instructions or cancel the order and provide notice.

8.5. Onlihub does not take title to returned items.

8.6. Returns. Products may be returned within thirty (30) days after delivery if unused and in their original saleable condition, in accordance with the Onlihub refund policy. Returns are at the expense of the Supplier. For an approved return, Onlihub will provide the Retailer with a prepaid return shipping label. Onlihub may instead, at its discretion, issue a refund without requiring the Product to be returned.

8.7. Shipping area. Products ship only to addresses in the contiguous forty-eight (48) United States. Products do not ship to Alaska, Hawaii, Puerto Rico, other U.S. territories, APO/FPO addresses, post office (P.O.) boxes, or addresses outside the United States.

8.8. Packing slips. Onlihub does not customize packing slips or packaging for Retailers or their customers.

9.1. Commission. Onlihub charges a commission on transactions facilitated through the Services, calculated as a percentage of the applicable transaction amount, as set forth in the Fee Schedule.

9.2. Fulfillment and shipping fees. Shipping for each order is charged at the applicable Amazon MCF rate, as described in the Fee Schedule. Retailers pay the MCF and shipping charges for their orders through the Wallet as described in Section 9.3 and as presented through the Services. MCF fulfillment fees are billed by Amazon to the Supplier’s Connected Amazon Account as described in Section 5.4 and are reimbursed to the Supplier as described in Section 9.5. Return shipping labels are at the Supplier’s expense as described in Section 6.10.

9.3. Retailer Wallet. To source Products and have orders fulfilled, a Retailer funds and maintains a prepaid balance with Onlihub (the “Wallet”). You authorize Onlihub to deduct from your Wallet, for each order placed through your Connected Store or sales channels, the amounts due for that order as presented through the Services, which may include the Product cost (the Recovery Amount plus the applicable Onlihub commission or fee), applicable shipping and MCF charges, taxes, refunds, reversals, and any other fees described in this Agreement or the Fee Schedule. You are responsible for maintaining a sufficient Wallet balance, and you acknowledge that if your balance is insufficient, Onlihub may decline, delay, or be unable to create or fulfill the affected orders, and we will not be liable for any resulting failure to fulfill. If you enable automatic recharge, you authorize Onlihub and our payment processors to charge your designated payment method to replenish your Wallet on the terms you select. Refunds, reversals, and adjustments may be credited back to your Wallet. The Wallet balance represents a prepayment for the Services and fulfillment; it is held by Onlihub, does not bear interest, and is not a deposit, bank account, money-transmission, or stored-value service. Upon termination or closure of your Account, any remaining Wallet balance, net of amounts you owe to Onlihub, will be handled as described in this Agreement and applicable law.

9.4. Payment processing fees and taxes. You agree to pay all payment processing fees associated with your transactions. Each party is responsible for its own taxes, except to the extent Onlihub calculates, collects, or remits taxes as required by applicable law or as stated in this Agreement.

9.5. Payouts to Suppliers. Except as otherwise stated, we will remit to a Supplier its available balance every twenty-one (21) days, or more frequently at our option. A Supplier’s balance consists of the Recovery Amounts for its Products sold plus a reimbursement of the MCF and shipping charges Amazon billed to the Supplier’s Connected Amazon Account for those orders. Bank transfers may take an additional three (3) to five (5) business days depending on the receiving institution. Payouts are made net of adjustments for refunds, chargebacks, and taxes described in this Agreement; Onlihub’s commission is not deducted from Supplier payouts. Onlihub does not currently apply payout holds or minimum payout amounts; if that changes, Suppliers will be notified in advance. Upon termination or closure of a Supplier’s Account, any remaining balance, net of such adjustments, will be remitted in the normal payout cycle.

All Onlihub Services fees are non-refundable, except as otherwise required by applicable law or as expressly stated in this Agreement or the applicable Policy.

Subject to the terms 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 equipment malfunctions, maintenance, repairs, replacements, hostile network attacks, network congestion, or other failures, including failures of third-party platforms, sales channels, or fulfillment providers. We assume no liability with regard thereto.

12.1. Onlihub generally does not pre-screen Content. However, Onlihub reserves the right to do so and to decide whether any item of Content is appropriate and/or complies with this Agreement.

12.2. Onlihub reserves the right to modify or discontinue, temporarily or permanently, the Services or any part thereof. All of Your Content on the Services may be permanently deleted by Onlihub upon termination of your account in its sole discretion.

12.3. You have the right to terminate your account at any time by sending a cancellation request to [email protected]. Onlihub may terminate your Account and these Terms at any time in its sole discretion by providing notice to the administrative email address associated with your Account.

13.1. Onlihub expressly reserves the right to deny, cancel, terminate, suspend, lock, or modify access to any Account or Services for any reason, including to correct mistakes, protect the integrity and stability of third parties, assist with fraud and abuse prevention, comply with law enforcement requests, or avoid liability.

13.2. Except for Your Content and Third-Party Product Content, the Content on this Site and the Services, including text, software, scripts, source code, API, graphics, photos, sounds, music, videos, interactive features, trademarks, service marks, and logos (“Onlihub Content”), is owned by or licensed to Onlihub and is protected by intellectual property laws.

13.3. Third-party product content. Product names, brand names, trademarks, product photos, images, and descriptions of products offered by Suppliers or brand owners (“Third-Party Product Content”) belong to their respective owners. Onlihub displays Third-Party Product Content under licenses granted by Suppliers and brand owners, or to identify products and their availability. Display of Third-Party Product Content does not transfer any ownership to Onlihub or to you. If you believe that any Third-Party Product Content is displayed without the right to do so, please follow Section 16.

14.1. Onlihub reserves the right to cease offering or providing any Software at any time, for any or no reason, and without prior notice.

14.2. If any Software reaches end-of-life, we will attempt to notify you thirty (30) or more days in advance. You are responsible for taking all necessary steps to migrate to replacement Software or cease reliance on that Software before the end-of-life date.

14.3. Onlihub will not be liable to you or any third party for any modification, suspension, or discontinuance of any Software.

15.1. The Services may contain features and functionalities linking you to, or operating through, third-party content, sites, networks, systems, applications, software, platforms, sales channels, products, or services (including Amazon, Shopify, and other sales channels). Onlihub is not responsible for any third-party content, platform, or service you access or use with the Services, and your use of any third-party platform or channel is governed by that third party’s terms.

15.2. This Site and the Services 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.

16.1. Copyright notices. If you believe that material on the Site or the Services infringes your copyright, send a written notice to our designated agent that includes: (a) your physical or electronic signature; (b) identification of the copyrighted work claimed to be infringed; (c) identification of the material claimed to be infringing and its location on the Site (URL); (d) your name, address, telephone number, and email address; (e) a statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law; and (f) a statement, under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner or authorized to act on its behalf.

16.2. Designated agent. Copyright Agent, Onlihub Inc., 919 North Market Street, Suite 950, Wilmington, DE 19801; [email protected]; (877) 227-1109.

16.3. Response. Onlihub will remove or disable access to material identified in a complete notice promptly, normally within two (2) business days, and will notify the User who provided the material, where applicable.

16.4. Counter-notice. A User whose material was removed may send a counter-notice that meets the requirements of 17 U.S.C. § 512(g)(3). Onlihub may restore the material ten (10) to fourteen (14) business days after receiving a valid counter-notice unless the complaining party first notifies Onlihub that it has filed an action seeking a court order against the User.

16.5. Repeat infringers. Onlihub will, in appropriate circumstances, terminate the Accounts of Users who repeatedly infringe the intellectual property rights of others.

16.6. Brands and trademarks. Brand names, product names, and trademarks shown on the Site belong to their respective owners and are used only to identify products and their availability. Unless a product is expressly marked as supplied by an authorized Supplier, the appearance of a brand or product on the Site does not mean that the brand owner sponsors, endorses, or is affiliated with Onlihub, or that Onlihub is an authorized distributor of that brand.

16.7. Removal requests by brand owners. A brand owner that does not want its products or product content shown on the Site may request removal by writing to the designated agent in Section 16.2. Onlihub will remove the listed products within five (5) business days after verifying the request.

16.8. Trademark complaints. Other trademark complaints may be sent to the designated agent in Section 16.2 and should identify the registered mark, the material complained of, and its location on the Site.

During the course of your use of the Services, you may receive non-public information about Onlihub, the Services, other Users, or their Products, orders, and pricing (“Confidential Information”). You agree that all Confidential Information will remain the property of Onlihub or its owner, that you will use it only as reasonably necessary for your participation in the Services, and that you will not otherwise disclose it except as required by law. Information accessed through a Connected Amazon Account or a Connected Store, and personal information generally, is handled as described in the Privacy Policy.

If you or any of your affiliates provide suggestions, comments, ideas, improvements, feedback, or other materials to us in connection with the Onlihub Site or any Service, we will be free to use, disclose, reproduce, modify, license, transfer, distribute, and exploit such information or materials in any manner.

Please visit https://onlihub.com/privacy-policy to understand how Onlihub collects and uses your personal information.

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 in violation of any restrictions, laws, or regulations of the United States or any other United States or foreign agency or authority. This Site and the Services are subject to U.S. export laws. Users shall not use the Services to collect, store, or transmit technical information or data controlled under U.S. export laws, and shall not export or re-export the Services in violation of any U.S. export laws.

Onlihub will not be liable for any default or delay in performance caused by an event outside of Onlihub’s reasonable control, including fire, flood, earthquake, acts of God, wars, terrorism, sabotage, riots, infrastructure failures, data center failures, or acts of governmental authority.

22.1. The Services, including the Onlihub platform, the Mysellerhub application, and Content, and all server and network components, are provided on an “as is” and “as available” basis without express or implied warranties of any kind. Onlihub disclaims all warranties, including warranties of merchantability, title, fitness for a particular purpose, and non-infringement.

22.2. Some states do not allow the exclusion of implied warranties or the limitation of liability for incidental or consequential damages. In those states, our liability will be limited to the greatest extent permitted by law.

23.1. Exclusion of damages. Under no circumstances and under no legal theory shall Onlihub be liable to you or any third party for indirect, incidental, special, exemplary, consequential, or punitive damages, including lost profits, lost sales or business, lost revenue, lost data, or cost of cover, recovery, or recoupment, arising out of or relating to this Agreement or the Services, even if Onlihub has been advised of the possibility of such damages.

23.2. Cap on liability. To the maximum extent permitted by applicable law, Onlihub’s total aggregate liability arising out of or relating to this Agreement or the Services, under any theory of liability, will not exceed the greater of (a) the total fees paid by you to Onlihub for the Services during the twelve (12) months immediately preceding the event giving rise to the claim and (b) one hundred U.S. dollars ($100). For purposes of this Section, “fees paid to Onlihub” means the commission and other amounts retained by Onlihub as compensation for the Services, and does not include pass-through amounts such as Recovery Amounts remitted to Suppliers, MCF or shipping charges payable to Amazon or carriers, payment-processing fees, or taxes. The existence of more than one claim will not enlarge this limit.

You shall defend, indemnify, and hold harmless Onlihub from and against any claims, actions, demands, liabilities, tax obligations, fines, penalties, legal fees, and expenses arising from your breach of this Agreement, Your Content, your Products, your Listings, your store and customer relationships, your negligence, fault, omissions, willful misconduct, fraud, misrepresentation, or misuse of the Services.

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.

Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.

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 remains in full force and effect. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes previous agreements and communications relating to the subject matter. No agency, partnership, joint venture, or employment is created as a result of this Agreement. In any action or proceeding to enforce rights under this Agreement, the substantially prevailing party will be entitled to recover its costs, expenses, and attorneys’ fees.

This Agreement and all claims or disputes between the parties shall be governed by the laws of the State of Delaware without regard to conflicts of law provisions. Subject to Section 29 (Dispute Resolution; Binding Arbitration; Class Action Waiver), all claims, lawsuits, causes of action, and disputes shall be exclusively brought in the State or Federal courts located in Wilmington, Delaware.

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS. IT REQUIRES MOST DISPUTES BETWEEN YOU AND ONLIHUB TO BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION, AND IT WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN ANY CLASS OR REPRESENTATIVE ACTION.

29.1. Informal resolution first. Before initiating arbitration, the party raising a dispute will send the other a written notice describing the dispute and the relief sought (notice to Onlihub must be sent to [email protected]). The parties will attempt in good faith to resolve the dispute informally for thirty (30) days after the notice is received. Arbitration may be initiated only if the dispute is not resolved within that period.

29.2. Agreement to arbitrate. Except for the disputes described in Section 29.5, you and Onlihub agree that any dispute, claim, or controversy arising out of or relating to this Agreement or the Services will be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules then in effect. The arbitration will be conducted before a single arbitrator, seated in Wilmington, Delaware, and may be held by videoconference; the arbitrator will apply the laws of the State of Delaware. Judgment on the award may be entered in any court of competent jurisdiction. This Section evidences a transaction involving interstate commerce, and the Federal Arbitration Act governs the interpretation and enforcement of this Section.

29.3. Class action and jury waiver. All disputes will be conducted only on an individual basis and not as a plaintiff or class member in any purported class, collective, consolidated, representative, or private-attorney-general proceeding. The arbitrator may not consolidate the claims of more than one person and may not preside over any form of class or representative proceeding. You and Onlihub each waive any right to a trial by jury.

29.4. Severability of this Section. If the class-action and representative-action waiver in Section 29.3 is found to be unenforceable as to a particular claim or request for relief, that claim or request will be severed and brought exclusively in the courts identified in Section 28, while all remaining claims will continue to be resolved in arbitration. If Section 29 is in its entirety found unenforceable, then Section 28 will govern all disputes.

29.5. Exceptions. Notwithstanding the foregoing, either party may (a) bring an individual claim in a small-claims court of competent jurisdiction; and (b) seek injunctive or other equitable relief in the courts identified in Section 28 to protect its intellectual property, Confidential Information, or the security or integrity of the Services. Seeking such relief does not waive a party’s right to arbitrate any other dispute under this Section.

29.6. Right to opt out. You may opt out of this Section 29 by sending written notice to [email protected] within thirty (30) days after you first accept these Terms. A valid opt-out notice must state your name, your Account information, and a clear statement that you wish to opt out of arbitration. If you opt out, Section 28 will govern all disputes between you and Onlihub.

The titles and headings of this Agreement are for convenience only and shall not be used to construe or interpret the Agreement. Each covenant and agreement shall be construed as a separate and independent covenant or agreement.

This Agreement, along with all policies and applicable product agreements incorporated by reference, is executed in the English language. To the extent any translation is provided, it is provided for convenience only, and where permitted by law the English version will control and prevail in the event of conflict.

Incorporated by reference into the Onlihub Terms of Service

Effective Date: October 4, 2026

This Fee Schedule (the “Fee Schedule”) sets out the fees, charges, and related terms applicable to the Services provided by Onlihub Inc. (“Onlihub”). It is incorporated by reference into, and forms part of, the Onlihub Terms of Service (the “Terms”), which apply to both the Onlihub platform and the Mysellerhub application. Capitalized terms used but not defined in this Fee Schedule have the meanings given in the Terms. In the event of a conflict between this Fee Schedule and the Terms with respect to fees, this Fee Schedule controls. All amounts are stated in U.S. dollars unless otherwise indicated.

1.1. Commission rate. Onlihub charges a commission of fifteen percent (15%) of the Total Order Amount for each order facilitated through the Services.

1.2. Total Order Amount. The “Total Order Amount” for a unit equals the Recovery Amount plus the applicable MCF and shipping charges for that unit, grossed up for commission, calculated as: Total Order Amount = (Recovery Amount + MCF/shipping charges) ÷ 0.85. The commission for that unit equals the Total Order Amount minus the sum of the Recovery Amount and the MCF/shipping charges, which is equivalent to fifteen percent (15%) of the Total Order Amount.

1.3. Illustration. For a unit with a Recovery Amount of $12.00 and MCF/shipping charges of $8.50: Total Order Amount = ($12.00 + $8.50) ÷ 0.85 = $24.12; commission = $24.12 − $20.50 = $3.62. These figures are illustrative only and do not represent actual or guaranteed amounts.

1.4. Multi-unit orders. Commission is calculated on a per-unit basis and scales with the number of units in an order; it is not a flat per-order amount.

2.1. Recovery Amount. The Recovery Amount is the per-unit amount designated by a Supplier for a Product, as described in Section 6 of the Terms. It is gross to the Supplier and must cover the Supplier’s product cost (COGS) and any profit the Supplier intends to make; it is not net profit.

2.2. Cap. The Recovery Amount may not exceed thirty percent (30%) of the applicable Retail Price. Onlihub sets and controls the Retail Price.

3.1. Pass-through. Fulfillment and shipping are performed through Amazon Multi-Channel Fulfillment (MCF). MCF and shipping charges are passed through and are not retained by Onlihub as commission. MCF fulfillment fees are billed by Amazon to the Supplier’s Connected Amazon Account as described in Section 5.4 of the Terms. The MCF and shipping charges that Amazon bills to the Supplier for an order are reimbursed to the Supplier together with the Recovery Amount (see Section 5.2). Amounts payable by Retailers in connection with orders are charged to the Wallet as described in Section 4 below and as presented through the Services.

3.2. Shipping tiers. Shipping is presented to Retailers using standardized tiers named “Onlihub S1” through “Onlihub SN,” which correspond to the Amazon MCF Large Standard weight rows up to twenty (20) pounds (with S1 being the lightest). The applicable tier for a Product is determined by its unit weight at the time of listing. The current per-unit price for each tier is displayed in the Services. For Retailers using MySellerHub, how shipping is calculated is explained at https://help.mysellerhub.com/knowledgebase/how-shipping-is-calculated/.

4.1. For each order placed through a Retailer’s Connected Store or sales channels, Onlihub deducts from the Retailer’s Wallet the amounts due for that order as presented through the Services, which may include: (a) the Product cost (the Recovery Amount plus the Onlihub commission); (b) applicable MCF and shipping charges; (c) applicable taxes; and (d) any other fees stated in this Fee Schedule. Refunds, reversals, and adjustments are credited back to the Wallet. See Section 9.3 of the Terms.

5.1. Payout cadence. Onlihub remits to a Supplier its available balance every twenty-one (21) days, or more frequently at Onlihub’s option.

5.2. Deductions. Onlihub’s commission is not deducted from Supplier payouts — it is included in the price paid by Retailers. Each payout includes the Recovery Amounts for the Supplier’s Products sold and a reimbursement of the MCF and shipping charges Amazon billed to the Supplier’s Connected Amazon Account for those orders. Payouts are made net of adjustments for refunds (including return shipping labels under Section 6.10 of the Terms), chargebacks, and taxes only, each itemized in the Supplier’s statement.

5.3. Reserves. Onlihub does not currently apply payout holds, reserves, or minimum payout amounts. Onlihub reserves the right to introduce a reserve or hold to cover anticipated refunds, chargebacks, or claims; if introduced, Suppliers will be notified in advance and any reserve will be itemized and released as described in the Services.

6.1. Users are responsible for payment processing fees associated with their transactions, as described in Section 9.4 of the Terms. Where Onlihub passes through third-party payment-processor fees, the current rate is three percent (3%) of the amount plus $0.30 per Wallet top-up.

7.1. Each party is responsible for its own taxes, except to the extent Onlihub calculates, collects, or remits taxes as required by applicable law. Amounts in this Fee Schedule are exclusive of taxes unless stated otherwise.

8.1. Onlihub may change this Fee Schedule from time to time. Onlihub will provide at least fifteen (15) days’ prior notice of changes as described in Section 1.2 of the Terms. Your continued use of the Services after a change takes effect constitutes acceptance of the updated Fee Schedule.