eBiz Hub Tech., Inc. ("eBiz Hub" or "we") provides its Service (as defined below) to you through its website located at ebizhub.us (the "Site"), subject to this Terms of Service agreement ("TOS"). 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. By accepting this TOS or by accessing or using the Service or Site, you acknowledge that you have read, understood, and agree to be bound by this TOS. If you are entering into this TOS on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this TOS, in which case the terms "you" or "your" shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with this TOS, you must not accept this TOS and may not use the Service.
In order to access certain features of our Service you will be required to register with the Site. As part of the registration process, you will provide an email address and password for your account ("Account").
The "Service" includes (a) the Site, (b) Fulfillment Services (as defined below) and (c) all software data, reports, text, images, sounds, video, 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 TOS. "Fulfillment Services" include services relating to your products (the "Products"), and the shipment and tracking of orders for such Products initiated by your customers who purchase such Products through your sales systems, including:
Subject to the terms and conditions of this TOS, you may access and use the Service only for lawful purposes. All rights, title and interest in and to the Service and its components will remain with and belong exclusively to eBiz Hub. You shall not (a) sublicense, ressell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Service available to any third party; (b) use the Service 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 Service or its components, or (c) modify, adapt or hack the Service to, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks. You shall comply with any codes of conduct, policies or other notices eBiz Hub provides you or publishes in connection with the Service, and you shall promptly notify eBiz Hub if you learn of a security breach related to the Service. You agree not to access the Service by any means other than through the interface that is provided by eBiz Hub for use in accessing the Service. Any rights not expressly granted herein are reserved and no license or right to use any trademark of eBiz Hub or any third party is granted to you in connection with the Service.
You are solely responsible for all data, information, text, content and other materials that you upload, post, deliver, provide or otherwise transmit or store (hereafter "post(ing)") in connection with or relating to the Service ("Your Content"). For every email sent outside of your organization via the Services, you acknowledge and agree that eBiz Hub 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 eBiz Hub in promoting and advertising the Services.
You are responsible for maintaining the confidentiality of your login, password and account and for all activities that occur under your login or account. eBiz Hub 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 Service, you hereby do and shall grant eBiz Hub 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 in connection with the Service. eBiz Hub has the right, but not the obligation, to monitor the Service, Content, or Your Content. You further agree that eBiz Hub may remove or disable any 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 for no reason at all. To the extent you provide any suggestions, enhancement requests, feedback, recommendations or other input relating to the Service ("Feedback"), you hereby grant eBiz Hub the full, unencumbered right to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services.
Notwithstanding anything to the contrary, eBiz Hub shall have the right 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 eBiz Hub 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 eBiz Hub offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.
You understand that the operation of the Service, including Your Content, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to eBiz Hub third party vendors and hosting partners to provide the necessary delivery, storage, fulfillment, hardware, software, networking, and related technology required to operate and maintain the Service. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Content. eBiz Hub 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.
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, "Equipment"). You shall be responsible for ensuring that such Equipment is compatible with the Services and complies with all configurations and specifications set forth in eBiz Hub's published policies then in effect. You shall also be responsible for maintaining the security of the Equipment, your Account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your Account or the Equipment with or without your knowledge or consent.
The failure of eBiz Hub to exercise or enforce any right or provision of this TOS shall not be a waiver of that right. You acknowledge that this TOS is a contract between you and eBiz Hub, even though it is electronic and is not physically signed by you and eBiz Hub, and it governs your use of the Service.
eBiz Hub reserves the right to use your name and/or company name as a reference for marketing or promotional purposes on eBiz Hub's website and in other communication with existing or potential eBiz Hub customers.
Subject to the terms hereof, eBiz Hub may (but has no obligation to) provide technical support services, through email in accordance with our standard practice.
Client desires to engage eBiz Hub, Inc. (eBiz Hub), and its affiliated companies headquartered at 11075 SW 11th St, Beaverton, OR 97005 and other branches to customize and upgrade computers by changing technical specifications of computers from the original manufacturer designs to the technical configurations requested by Client. By delivering any computer to eBiz Hub for customization or upgrade, Client agrees to the following terms and conditions:
Client represents and warrants that any computer it delivers to eBiz Hub for customization/upgrade is the property of Client and that Client has the right to authorize the requested changes to that computer and to accept eBiz Hub's Terms and Conditions with respect to the work to be done on that particular computer. Client further represents and warrants that it is a reseller (whether wholesale or retail) of the computers it delivers to eBiz Hub, and not an end user of those computers.
Client understands that in order to customize and upgrade a computer, eBiz Hub must open the computer case. Client also understands that the new parts installed by eBiz Hub may or may not be OEM parts.
Client (a) acknowledges that eBiz Hub's customization/upgrading may void the computer manufacturer's warranty; (b) acknowledges that it is solely responsible for determining whether the manufacturer's warranty has been voided; and (c) represents and warrants that it will, in writing, inform all buyers of any possible voided warranty prior to completing the sale.
Client acknowledges that eBiz Hub does not issue any software license keys to computers. Software includes, but is not limited to, the Windows operating system, Windows Office, anti-virus software and the like. Client is responsible for obtaining any software license keys that are necessary to cause the software to operate or that are required by law.
Client acknowledges that each computer manufacturer owns its trademarks, trade dress, patents, copyrights and other intellectual property. While eBiz Hub will customize computers as requested by Client, Client is solely responsible for determining the legality of any requested customization and of its advertising, marketing, and resale of customized/upgraded computers.
Indemnity. Client will indemnify eBiz Hub and hold it harmless from and against any and all claims, demands, suits, causes of action, liability, loss, expense (including reasonable attorneys' fees and court costs on trial and appeal), damages or settlement costs arising from (a) a breach of any representation or warranty given by Client to eBiz Hub; (b) any other breach of these Terms and Conditions by Client; (c) any intentional wrongful act or negligent act or omission by Client; and (d) any claim by end users relating to the work performed by eBiz Hub, including but not limiting to claims arising from loss of the manufacturer's warranty.
Miscellaneous This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, understandings and proposals (whether written or oral) in respect to the matters specified. No agreement or understanding which alters or extends the meaning of this contract shall be binding unless in writing and signed by the parties hereto. If any provision of this Agreement is judicially declared to be invalid, unenforceable or void by a court of competent jurisdiction, such decision shall not have the effect of invalidating or voiding the remainder of this Agreement, and the part(s) of this Agreement so held to be invalid, unenforceable or void shall be deemed stricken, and the Agreement will be reformed to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. The remainder of this Agreement shall have the same force and effect as if such part or parts had never been included. This Agreement is deemed a contract made in Oregon and it shall be construed and enforced according to the laws of the State of Oregon. Any suit or action instituted by either party to enforce the terms shall be brought in the courts in the State of Oregon. Venue is proper only in Multnomah County in Oregon. In the event it becomes necessary for eBiz Hub to turn Client's account over to an attorney or collection agency, eBiz Hub shall be entitled to recover from Client, and Client expressly agrees to pay, all costs incurred by eBiz Hub related to such collection activities, whether any suit, action or other legal proceeding is instituted, and including but not limited to attorneys' fees, costs and expenses, at arbitration, on trial or on appeal. In the event suit or action is instituted to enforce collection or any of the terms of this contract or for its breach, the prevailing party shall be entitled to recover from the other party such sum as the court deems reasonable as attorneys' fees at arbitration, trial or on appeal, in addition to all other sums provided by law.
To the extent the Service or any portion thereof is made available for any fee, you will be required to pay all fees and any additional shipping expenses set forth in our Fee Schedule and provide eBiz Hub information regarding your credit card or a bank account number (for bank to bank transfer with ACH). You represent and warrant to eBiz Hub that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. Approximately every two weeks, eBiz Hub will post an invoice of the fees and charges to your account and/or otherwise make it available to you. You can elect to pay with a credit card or through ACH. Credit card or ACH declines may incur additional charges and/or lead to suspension or termination of Service. Full payment for invoices issued must be received by eBiz Hub thirty (30) days after eBiz Hub's posting of the invoice, or the Services may be terminated. Unpaid invoices are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. You shall be responsible for all taxes associated with Services other than U.S. taxes based on eBiz Hub's net income. If you dispute any charges you must let eBiz Hub know within thirty (30) days after the date that eBiz Hub invoices you. We reserve the right to change eBiz Hub's prices. If eBiz Hub does change prices, eBiz Hub will provide notice of the updated Fee Schedule on the Site or in email to you, at eBiz Hub's option, at least 30 days before the change is to take effect. At any time, eBiz Hub reserves the right to require a deposit for your Account to cover any fees, shipping expenses or other costs, and eBiz Hub may increase or decrease the required deposit amount in its sole discretion.
There is a base cost to receive inventory into the warehouses ("Receiving Cost"). In the event that there are additional costs associated with non-standard receiving (as determined in eBiz Hub's sole discretion) ("Additional Costs"), Additional Costs shall be in addition to the Receiving Costs and you hereby agree to pay such Additional Costs. While not specifically called out in our pricing, Receiving Costs are generally included with our standard per item outbound handling piece fees, but Additional Costs are not included. eBiz Hub, at its sole discretion, may require a Receiving Cost deposit to cover inventory arriving to or in the warehouse.
You represent and warrant to eBiz Hub that (i) you have full power and authority to enter into this TOS; (ii) you own all of Your Content or have obtained all permissions, releases, rights or licenses required to engage in your posting and other activities (and allow eBiz Hub to perform its obligations) in connection with the Services without obtaining any further releases or consents; (iii) Your Content and other activities in connection with the Service, and eBiz Hub'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; and (iv) you are eighteen (18) years of age or older
Subject to earlier termination as provided below, eBiz Hub may terminate your Account and this TOS at any time in its sole discretion by providing notice to the administrative email address associated with your Account. eBiz Hub 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 eBiz Hub upon any termination of your account in its sole discretion. However, all accrued rights to payment and the terms of Section 5-14 shall survive termination of this TOS.
The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by eBiz Hub or by third-party providers, or because of other causes beyond our reasonable control. THE SERVICE, INCLUDING THE SITE AND CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND EBIZ HUB EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT EBIZ HUB DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT 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 EBIZ HUB OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS.
eBiz Hub is not the importer of record for Products stored at or by eBiz Hub. eBiz Hub shall not be held liable for complying with your instructions regarding the Service. You acknowledge that eBiz Hub does not inspect Products nor does eBiz Hub take responsibility for the business decisions that you make and implement through the Service. For purposes of clarity, eBiz Hub is not the Merchant of Record for any Products. eBiz Hub is not responsible for Products that are damaged during the pick and pack process or for breakage of items during transit that have been picked and packed by eBiz Hub.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL EBIZ HUB BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, ONE HUNDRED ($100) U.S. DOLLARS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TOS.
EBIZ HUB'S LIABILITY REFERRED TO IN THIS SECTION 9.2 SHALL BE YOUR EXCLUSIVE REMEDY AGAINST EBIZ HUB FOR ANY CLAIM OR CAUSE OF ACTION WHATSOEVER RELATING TO LOSS, DAMAGE AND/OR DESTRUCTION OF PRODUCTS, UNLESS YOU PROVE BY AFFIRMATIVE EVIDENCE THAT EBIZ HUB CONVERTED THE PRODUCTS TO ITS OWN USE. YOU WAIVE ANY RIGHTS TO RELY UPON ANY PRESUMPTION OF CONVERSION IMPOSED BY LAW. IN THE EVENT OF LOSS, DAMAGE OR DESTRUCTION OF PRODUCTS ("INVENTORY LOSS") FOR WHICH EBIZ HUB IS LEGALLY LIABLE, YOU AGREE THAT EBIZ HUB'S LIABILITY SHALL BE LIMITED TO $.50 PER POUND FOR SUCH LOST, DAMAGED, AND/OR DESTROYED PRODUCTS. IN NO EVENT WILL EBIZ HUB BE LIABLE FOR ANY LOST SALES REVENUE FROM INVENTORY LOSS. EBIZ HUB'S MAXIMUM LIABILITY FOR INVENTORY LOSS WILL BE LIMITED TO 5% OF THE TOTAL PRODUCT VALUE (AS DEFINED BELOW) OR ONE MONTH OF THE AVERAGE BILLABLE STORAGE, WHICHEVER IS LOWER.
Handling physical products could result in loss or damage of Products. We maintain high standards, however occasionally facilities experience concealed shortages, product damages, mislabeled, miss-picked Products and/or cross-shipments. eBiz Hub maintains merchant friendly receiving and product labeling requirements. You agree that eBiz Hub will have a 1.5% shrink allowance based on the value of your account's Products known to be in the facility based on the total Product value as determined in eBiz Hub's sole reasonable discretion measured on an annual basis ("Product Value") and subject to Limitations of Liability in this Section 9. Explainable, offsetting Product adjustments based on miss-marked Products or receiving Product errors will not be deemed a Product shrinkage event or lost Products.
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, EBIZ HUB'S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
You shall defend, indemnify, and hold harmless eBiz Hub from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this TOS, any of Your Content, or your other access, contribution to, use or misuse of the Service. eBiz Hub shall provide notice to you of any such claim, suit or demand. eBiz Hub reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting eBiz Hub's defense of such matter.
You may not remove or export from the United States or allow the export or re-export of the Services 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
You may not assign this TOS without the prior written consent of eBiz Hub, but eBiz Hub may assign or transfer this TOS, in whole or in part, without restriction.
If any provision of this TOS is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this TOS will otherwise remain in full force and effect and enforceable. Both parties agree that this TOS, together with any Policies and Fee Schedule, is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this TOS, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this TOS and you do not have any authority of any kind to bind eBiz Hub in any respect whatsoever. In any action or proceeding to enforce rights under this TOS, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under this TOS 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.
This TOS shall be governed by the laws of the State of California without regard to the principles of conflicts of law. Unless otherwise elected by eBiz Hub in a particular instance, you hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of the State of California for the purpose of resolving any dispute relating to your access to or use of the Service.
eBiz Hub will not be liable for any default or delay in the performance of any of its obligations under this TOS if and to the extent such default or delay is caused, directly or indirectly, by an event outside of eBiz Hub'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, eBiz Hub's failure to perform, or delay in performing, its responsibilities under this TOS 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 TOS; (ii) any act performed or omitted by eBiz Hub or eBiz Hub 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 eBiz Hub systems.
The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. eBiz Hub will promptly process and investigate notices of alleged infringement and will take appropriate actions under the DMCA and other applicable intellectual property laws with respect to any alleged or actual infringement. You may also contact us by mail or facsimile at:
eBiz Hub, Inc.
Attention: Copyright Agent
11075 SW 11th St
Beaverton, OR 97005
To be effective, the notification must be in writing and contain the following information:
If you believe that the relevant content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use such content, you may send a written counter-notice containing the following information to the Copyright Agent:
If a counter-notice is received by the Copyright Agent, eBiz Hub will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the provider of the content, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at eBiz Hub's sole discretion.
Repeat Infringer Policy: In accordance with the DMCA and other applicable law, eBiz Hub has adopted a policy of terminating, in appropriate circumstances and at eBiz Hub's sole discretion, those who are deemed to be repeat infringers. eBiz Hub may also at its sole discretion limit access to the Site and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement