(iii) You hereby represent, warrant and agree not to (a) take any action or (b) upload, post, submit or otherwise distribute or facilitate distribution of any data, information or other content (including product catalog, information, images, text, communications, software, sounds, data or other information) using any communications service, message board, directory, survey, feedback or other service available on or through the Site or the services offered on the Site, that:
• is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, offensive, profane or which in any way promotes or facilitates any such activity;
• infringes, violates or misappropriates any patent, trademark, trade secret, copyright, right of publicity or other right of any party, or otherwise promotes or facilitates any such activity;
• is in violation of any applicable local, state, national and international laws and regulations, or otherwise promotes or facilitates any such activity;
• imposes an unreasonable or disproportionately large load on any HubX computing, storage or communications infrastructure, or attempts to gain unauthorized access to the Service, other accounts, computer systems or networks connected to the Service, through password mining or otherwise, or which in any way promotes or facilitates any such activity;
• contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data or other information of HubX or any third party, or which in any way promotes or facilitates any such activity;
• harvests or collects any information from the Site or End Users (other than information directly related to End User's own Transactions), or which in any way promotes or facilitates any such activity;
• impersonates any person or entity, including any employee or representative of HubX, or which in any way promotes or facilitates any such activity;
• undertakes any action which may undermine the integrity of HubX’s feedback system, such as leaving positive feedback for yourself using third parties or by leaving unsubstantiated negative feedback for another User;
• provides instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses, or which in any way promotes or facilitates any such activity.
You hereby agree to fully indemnify, defend and hold HubX harmless from any and all claims, demands, damages, awards, fines, costs, expenses and liability associated with foregoing items.
From time to time on certain areas of the Site you may be able to submit reviews, comments, feedback and certain other materials ("User Content"). By using these features and in addition to your obligations under Section 2, you agree that: (a) you will not post any content that is unlawful, harmful, tortious, defamatory, libelous, obscene, invasive of the privacy of another person, threatening, harassing, abusive, hateful, racist, infringing, pornographic, violent, or otherwise objectionable or inappropriate as determined by HubX in its discretion; and (b) you will not post any content that contains personal information about any individual, violates the privacy/publicity of any other individual or entity, or anything that you are under a contractual obligation to keep private or confidential.
HubX offers brand names and proudly stands behind the authenticity of its goods. In some instances, these goods may not be obtained directly from the manufacturers but rather may have been purchased from reputable resellers at a discount or from refurbish resellers. In this regard, unless expressly stated on the Site for a particular product HubX expressly disclaims any indication that it is an authorized dealer or agent of any of the manufacturers whose goods are offered on the Site.
HubX reserves the right to refuse any order placed on the Site, and may, in its sole discretion, limit or cancel quantities purchased per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event HubX makes a change to or cancels an order, it will attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. All goods purchased on or through the Site are F.O.B. at our FL fulfillment center. Title to goods passes to you at the time of delivery by the FL fulfillment center to a common carrier. Sales tax may be applied to your order in accordance with individual state and local regulations if your shipping address falls within any state that HubX has sales tax nexus, and you are responsible for payment of all applicable state and local taxes, or for providing and maintaining a valid sales tax exemption certificate.
Any and all credit extended by HubX and the limits of such credit, is at HubX’s sole discretion, and may be reduced or revoked by HubX at any time, for any reason. As a condition for the continued extension of credit, you agree to provide HubX with current credit information and the latest annual financial statement within five (5) business days following request by HubX. HubX reserves the right to charge a convenience fee for late payments. HubX further reserves the right to charge you a late payment fee at the rate of one and one-half percent (1-1/2%) of the amount due for each month or portion thereof that the amount due remains unpaid, or such amount as may be permitted under applicable law. Anticipation and cash discounts are not allowed. All payments must be made in U.S. dollars. HubX has the right of set-off and deduction for any sums owed by you to HubX.
If you fail to make payment within thirty (30) days of shipment or pick-up, or fail to comply with HubX’s credit terms, or fail to supply adequate assurance of full performance to HubX within a reasonable time after requested by HubX (such time as specified in HubX's request), HubX may defer shipments until such payment or compliance is made, require cash in advance for any further shipments, demand immediate payment of all amounts then owed, elect to pursue collection action (including without limitation, attorneys’ fees and any and all other associated costs of collection), and/or may, at its option, cancel all or any part of an unshipped order. If you fail to comply with these payment terms, HubX may, at its sole discretion, and without notice, immediately terminate any agreements it has with you. Upon such termination all amounts owed by you to HubX shall become immediately due and payable.
HubX has the right, at any time and in its sole discretion, to immediately change the terms of any credit extended to you if: (i) there is a material change in your financial capability or creditworthiness; (ii) you enter into or signs an agreement regarding any Change of Control; or (iii) a trustee, receiver or examiner is appointed for you or your affiliates or subsidiaries or your plan of reorganization is confirmed by a U.S. Bankruptcy Court. “Change of Control” means any (x) sale, lease, or other disposition of all or substantially all of your assets; (y) transaction or series of related transactions (by stock sale or otherwise) in which any person or entity becomes the beneficial owner, directly or indirectly, of more than 50% of your voting control; or (z) merger or consolidation involving you.
Additionally, you, and each of your subsidiaries and affiliates, agree to provide to HubX proper authorization necessary for HubX to request any financial information from third parties. You hereby unconditionally guarantees payment as a primary obligor of, as provided herein, all purchases made by you, your subsidiaries and affiliates. Each of your subsidiaries and affiliates purchasing from HubX are jointly and severally liable for all purchases made by you and your subsidiaries, and you are also acting as agent for such subsidiaries and affiliates. You further agree to defend, indemnify and hold harmless HubX from any and all claims, injuries, damages, losses or suits, including, without limitation, attorneys’ fees and costs, arising out of, or in connection with any attempt to disgorge or recover payments to HubX made on behalf of you by a subsidiary and affiliate on the grounds that such payment was improper, unauthorized, or constituted a fraudulent transfer.
You hereby grant to HubX a first priority purchase money security interest and/or chattel mortgage in the products and any accounts receivable or cash from resale thereof until full payment is made to HubX. You agree to file, and permit and authorize HubX to file, any financing statements or other appropriate documents with its governmental authorities to perfect the validity, priority, and enforceability of HubX’s lien or security interest. You agree that any credit balance(s) issued by HubX must be used within two (2) years from the date the credit was issued and may only be used for purchases of products. Any unused credit or portion thereof will automatically expire after two (2) years, or be processed pursuant to state law.
Unless expressly stated on a product page, all products sold on the Site are final sale and cannot be returned for any reason.
THE SITE, SERVICES, CONTENT, DATA, AND INFORMATION ARE PROVIDED "AS IS." HubX EXPRESSLY DISCLAIMS ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO OR REFERENCED BY THE HubX SITE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY OR QUALITY OF DATA AND FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, TITLE, NON-INFRINGEMENT, LACK OF VIRUSES OR CORRESPONDENCE TO DESCRIPTION.
A. If you believe that your copyright has been infringed through the Site, please contact "Legal Department", at: Attn: HubX Legal Department, 10900 NW 97th Street Suite 104 Miami, FL 33178
Any written notice describing the infringing activity must include the following information:
An electronic or physical signature of the person authorized to act on behalf of the owner of a right that is allegedly infringed;
A description of the allegedly infringing work or material;
A description of where the allegedly infringing material is located on the site;
Information reasonably sufficient to allow us to contact you, such as your address, telephone number and e-mail address;
A statement by you that you have a good faith belief that the disputed use of the material is not authorized by the copyright or other proprietary right owner, its agent, or the law; and
A statement by you that the above information and notification is accurate, and under penalty of perjury, that you are the copyright owner or authorized to act on behalf of the owner whose exclusive right is allegedly infringed.
B. Counter-Notice. If you believe that your 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 the material in your Content, you may send a counter-notice containing the following information to the Copyright Agent:
Your physical or electronic signature;
Identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled;
A statement that you have a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content; and
Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the courts in Orange County, California, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If such a counter-notice is received, HubX may send a copy of the counter-notice to the original complaining party informing that person that HubX 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 Content provider, member or user, 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 HubX’s sole discretion.