Terms of Service
1. Acceptance of Terms
1.1. Onlihub Inc. and/or its affiliates (hereinafter “Onlihub” or “we”, our, us) provides its Services (as defined below) to you through its websites located at Mysellerhub.com (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 Privacy Policy (https://www.mysellerhub.com/privacy-policy/) (“Privacy Policy”).
In addition, when using certain services, you will be subject to the policies (“Policies”) 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 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”, “Seller” 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 or entity 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”, “Seller” 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 these Terms, the Policies and Fee Schedule from time to time. If we change this 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. 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 fifteen (15) 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 protected].
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 must provide your legal name, address, bank account details, credit card information, phone number, an email address, password and any other information we may request for your account (“Account”).
2. Description of Services
2.1. The “Services” include (a) marketplace to connect you and other retailers with suppliers, (b) all software data, reports, text, images, sounds, video, (c) 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.
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 (including using API), 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 exclusive 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/or Onlihub’s affiliates and 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.
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 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. 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 [email protected] stating that you do not wish to be used as a reference.
3.12. 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.
3.13. 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 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. Subscription
4.1. Subscription terms
All Services are offered on a subscription-based model with automatic renewal. When you sign up for a subscription (monthly or annual) you are agreeing to pay and take responsibility for all charges made in accordance with the chosen subscription and the following policies. The subscription fees are available at https://mysellerhub.com
4.2. Monthly subscription billing
Monthly subscription provides month-to-month access, with monthly charges being made each renewal day (every 30 days after first charge). Monthly subscription automatically renews every 30 days. If you cancel before an upcoming renewal day, you will not receive a refund, but you will not be charged on the following renewal day and henceforth.
4.3. Annual subscription billing
Annual subscription provides year-to-year access and substantial savings over the monthly subscription. Annual subscription is paid upfront and your subscription will automatically renew every year. If you cancel an annual subscription before the upcoming renewal date, you will not receive a refund, and will not be charged on the following renewal date and henceforth. If you downgrade to a monthly subscription before your renewal date, the change will become effective on the renewal date of your annual subscription.
4.4. Cancellation policy
Once you submit a request for cancellation, no additional charges will be made. However, no refunds (prorated or otherwise) are provided upon cancellation. In the interest of fairness to all of our clients, no exceptions will be made.
4.5. Failed charges
If Onlihub or our processing partners are unable to bill your credit card, your account will enter the dunning process and you will then have 3 days from the failed charge date to update your card information before we limit your access to your account. Accounts that have been terminated may be reactivated if valid payment information is entered and the card can be successfully processed for all charges accrued on the account since the failed credit card charge. All unpaid accounts will be deleted after 180 days.
4.6. Price Changes.
Onlihubr eserves 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.
5. Refund of charges
All Services are non-refundable.
6. Availability of Site/Services
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.
7. Monitoring of Content; Account Termination Policy
7.1. 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.
7.2. 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 4.1 shall survive termination of this Terms.
7.3. You have the right to terminate your account at any time by sending a cancellation request to [email protected]. 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.
8. Additional Reservation of Rights
8.1. 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 requests of law enforcement, including subpoena requests, (v) to comply with any dispute resolution process, (vi) 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, (vii) 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.
8.2. 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 does not transfer ownership of any of these rights.
9. Discontinued Software Services; End of Life Policy
9.1. 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.
9.2. 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.
9.3. 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.
10. Third-Party Content, Sites and Services
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.
11. Links to Third-Party Websites
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.
12. Trademark and/or Copyright Claims
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 protected].
13. Confidentiality and Personal Data.
During the course of your use of the Services, you may receive Confidential Information. You agree that for the term of the Agreement and 5 years after termination: (a) all Confidential Information will remain Onlihub's exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your participation in the Services; (c) you will not otherwise disclose Confidential Information to any other Person except as required to comply with the Law; (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement; and (e) you will retain Confidential Information only for so long as its use is necessary for participation in the Services or to fulfill your statutory obligations (e.g. tax) and in all cases will delete such information upon termination or as soon as no longer required for the fulfillment of statutory obligations. The foregoing sentence does not restrict your right to share Confidential Information with a governmental entity that has jurisdiction over you, provided that you limit the disclosure to the minimum necessary and explicitly indicate the confidential nature of the shared information to the governmental entity. You may not issue any press release or make any public statement related to the Services, or use our name, trademarks, or logo, in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way. You may not use our name, trademarks, or logos in any way (including in promotional material) without our advance written permission.
14. Suggestions and Other Information.
If you or any of your Affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to Onlihub Site or any Service (including any related Technology), we will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner. In order to cooperate with governmental requests, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history, and posted content. If we make suggestions on using the Services, you are responsible for any actions you take based on our suggestions.
15. Privacy Policy
Please visit https://mysellerhub.com/privacy-policy to understand how Onlihub collects and uses your personal information.
16. U.S. Government Matters – Your Compliance with Trade and Export Laws
16.1. 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.
16.2. 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.
16.3. 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.
17. Force Majeure
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.
18. DISCLAIMER OF WARRANTIES
18.1. 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.
18.2. 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.
19. LIMITATION OF LIABILITY
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.
20. Indemnification
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.
21. Assignment
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.
22. No Third-Party Beneficiaries
Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.
23. Miscellaneous
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.
24. Governing Law – Prevailing Party in Litigation
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.
25. Title and Headings; Independent Covenants; Severability
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.
26. English Language Controls
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.