Terms of Service

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 Onlihub.com and Zipurch.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.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 Service. All such Policies and Fee Schedule are hereby incorporated by reference.

This Agreement, along with any other policies or guidelines posted on this Site, shall govern your use of this Site and the Services, whether directly or through a third-party site. Please read them carefully before using this Site or the Services. The terms "we", "us" or "our" shall refer to Onlihub. The terms "you", "your", "User", "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. 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 this 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. You can review the most current version of this Terms at https://onlihub.com/terms-of-service. If any change 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, email address, password and any other information we may request for your account ("Account").

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.

2.2. Purchasing products on Onlihub on the membership based.

2.3. Selling products on Onlihub.

2.4. Advertising products on Onlihub.com, Zipurch.com and/or Onlihub's affiliates.

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 sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Services available to any third party; 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.

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 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.

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").

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. 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.

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 represent and warrant that you have all necessary rights in and to all Your Content and all information contained therein.

3.6. 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 utilizing the Site or Services.

3.7. You understand that the operation of the Services, including Your Content, may be unencrypted and 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.

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 in connection with the Services. To the extent you provide suggestions, enhancement requests, feedback, recommendations or other input relating to the Services, you grant Onlihub the full right to use and exploit such feedback.

3.9. 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.

3.10. 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.

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 this right, email [email protected].

3.12. Onlihub may 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 this Terms shall not be a waiver of that right. You acknowledge that this Terms is a contract between you and Onlihub and governs your use of the Services.

4.1. Onlihub is a membership-based service. We offer a 30-day free trial so that you can assess the suitability of the service for your needs. Once trial period is over you can purchase a monthly or annual membership and the credit card on file will be charged on a recurring basis.

The membership fees are available at https://onlihub.com/pricing.

4.2. Onlihub offers a free 30-day trial. You are not required to enter payment information, but your membership will expire at the end of the 30th day. If you choose to enter billing information, your first charge will occur at the end of the 30th day after adding your first store to Onlihub.

4.3. Monthly membership provides month-to-month access, with monthly charges being made each renewal day. 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.

4.4. Annual membership provides year-to-year access and substantial savings over the monthly membership. Annual membership is paid upfront and automatically renews every year. If you cancel annual membership before the upcoming renewal date, you will not receive a refund and will not be charged on the following renewal date and henceforth.

4.5. Once you submit a request for cancellation, no additional charges will be made. However, no refunds, prorated or otherwise, are provided upon cancellation.

4.6. If Onlihub or our processing partners are unable to bill your credit card, your account will enter the dunning process and you will have 3 days from the failed charge date to update your card information before we limit your access to your account. All unpaid accounts will be deleted after 180 days.

All Onlihub services are non-refundable.

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 equipment malfunctions, maintenance, repairs, replacements, hostile network attacks, network congestion or other failures. We assume no liability with regard thereto.

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

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 may be permanently deleted by Onlihub upon termination of your account in its sole discretion.

7.3. 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 this Terms at any time in its sole discretion by providing notice to the administrative email address associated with your Account.

8.1. 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.

8.2. Except for Your 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") are owned by or licensed to Onlihub and are protected by intellectual property laws.

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

9.2. If a Software Service reaches end-of-life, we will attempt to notify you thirty or more days in advance. You are responsible for taking all necessary steps to migrate to a new Software Service or cease reliance on the Software Service before the end-of-life date.

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

All transactions using Onlihub's services are between the transacting parties only. The Services may contain features and functionalities linking you to third party content, sites, networks, systems, applications, software, products or services. Onlihub is not responsible for any third-party content you access with the Services.

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.

Onlihub supports the protection of intellectual property. If you would like to submit a trademark claim or copyright claim, please email us at [email protected].

The Purchasing products on Onlihub ("Purchasing on Onlihub") is a Service that allows you to buy certain products directly on the Onlihub Sites.

13.1. All purchases of physical items on Onlihub are made pursuant to a shipment contract. Risk of loss and title pass to you upon delivery of Fulfillment Company to the carrier.

13.2. Onlihub does not take title to returned items. At our discretion, a refund may be issued without requiring a return.

13.3. Onlihub attempts to be as accurate as possible. However, we do not warrant that product descriptions or other content is accurate, complete, reliable, current, or error-free.

13.4. Despite Onlihub's best efforts, a small number of products might be out of stock after you have placed an order. In that case we may contact you for instructions or cancel your order and notify you.

13.5. You agree to pay all payment processing fees associated with your order.

13.6. Retailer is responsible for paying all Taxes associated with Purchasing products on Onlihub, except when Onlihub charges tax during checkout.

The Selling on Onlihub Service ("Selling on Onlihub") is a Service that allows you to offer certain products for sale directly on the Onlihub Sites.

14.1. You will provide accurate and complete Required Product Information for each product or service that you offer through Onlihub Site and 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.

You agree to provide the minimum required discount off your retail price according to the following tiers: up to $15: 5%; $15.01 - $30: 10%; $30.01 and more: 20%. You acknowledge and agree that Onlihub may automatically list your products and automatically adjust listing prices based on the discount tiers.

14.2. As a seller on Onlihub you will source, offer, sell, and fulfill your Products 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.

14.3. 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 credit card fraud or our failure to make available Order Information as received.

14.4. You will pay us the applicable Referral Fees, Shipping label fees, and any other applicable fees described in this Agreement. "Sales Proceeds" means the gross proceeds from any of Your Transactions; "Referral Fee" means 10% from Sales Proceeds; and "Shipping label fee" means the applicable fee Onlihub pays to purchase a shipping label on your or your 3PL provider behalf.

14.5. Except as otherwise stated, we will remit to you your available balance every 21 days or more frequently at our option, less applicable fees, reserves, taxes, refunds, and other amounts described in this Agreement.

14.6. Onlihub has the right to determine the design, content, functionality, availability and appropriateness of its websites, selection, products, listings, and all aspects of each Service.

14.7. 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.

14.8. As between the parties, you will be responsible for 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 according to applicable law.

14.9. We will not be liable to you or any other person for cost of cover, recovery, recoupment, lost profit, revenue, business, data, punitive damages, or consequential damages arising out of or relating to this Agreement, even if Onlihub has been advised of the possibility of such damages.

During the course of your use of the Services, you may receive Confidential Information. You agree that all Confidential Information will remain Onlihub's exclusive property, 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.

If you or any of your Affiliates provide suggestions, comments, ideas, improvements, feedback, or other materials to us in connection with 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 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.

20.1. The Services may be temporarily unavailable for scheduled maintenance, unscheduled emergency maintenance, or other causes beyond our reasonable control. Onlihub shall not be liable for such unavailability or disruption.

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 express or implied warranties of any kind. Onlihub disclaims all warranties, including warranties of merchantability, title, fitness for a particular purpose, and non-infringement.

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

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, or lost data. Onlihub is not liable for direct damages, costs, losses, or liabilities in excess of the applicable liability caps set forth in this Agreement.

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, 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 Illinois without regard to conflicts of law provisions. All claims, lawsuits, causes of action and disputes shall be exclusively brought in State or Federal Court located in Chicago, Illinois.

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. If any provision is held invalid or unenforceable, the remaining provisions shall remain valid and enforceable to the fullest extent permitted by law.

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.