Terms of Use

This Terms of Use Agreement (“Terms of Use”) applies to use of the HubX website located at www.hubx.com (the “Site”). The Site is the property of HubX (together with its parent company, sister companies and affiliated companies, “HubX”). BY CLICKING “I AGREE” BELOW OR BY USING THE SITE, YOU: (A) AGREE TO THESE TERMS OF USE, (B) REPRESENT AND WARRANT THAT YOU ARE OVER 18 YEARS OLD AND (C) YOU REPRESENT AND WARRANT THAT YOU HAVE THE POWER AND AUTHORITY TO LEGALLY BIND THE COMPANY ON BEHALF OF WHICH YOU ARE CREATING AN ACCOUNT AND USING THE SITE. IF YOU DO NOT AGREE, DO NOT CLICK ON THE BUTTON BELOW AND DO NOT USE THE SITE. THE USE OF THE TERMS “YOU” AND “YOUR” APPLY TO YOU PERSONALLY AND EQUALLY TO THE COMPANY YOU ARE REPRESENTING OR USING THE SITE ON BEHALF.

  1. General Use of Site and Content.

    (i) HubX reserves the right, at its sole discretion, to change, add or remove portions of this Terms of Use and/or our Privacy Policy, at any time. It is your responsibility to check this Terms of Use and our Privacy Policy each time before using the Site. Your continued use of the Site following the posting of changes will mean that you accept and agree to the changes. As long as you comply with this Terms of Use and any such modifications, HubX grants you (“End User”) a personal, non-exclusive, non-transferable, non-sublicensable, limited privilege to enter and use the Site solely in accordance with these Terms of Use. The Site may include a variety of services or features that each have their own separate terms and conditions that must be agreed to before you are allowed to participate in such services or features (“Additional Terms and Conditions”). To the extent of any conflict between these Terms of Use and any Additional Terms and Conditions, these Terms of Use shall govern.

    (ii) All media, software, text, images, graphics, user interfaces, music, videos, photographs, trademarks, logos, artwork and other content on the Site (collectively, “Content”), including but not limited to the design, selection, arrangement, and coordination of such Content on the Site is owned or licensed by or to HubX, and is protected by copyright, trade dress, and trademark laws, and various other intellectual property rights laws. Except as expressly provided in this Terms of Use, no part of the Site and no Content may be reproduced, recorded, retransmitted, sold, rented, broadcast, distributed, published, uploaded, posted, publicly displayed, altered to make new works, performed, digitized, compiled, translated or transmitted in any way to any other computer, website or other medium or for any commercial purpose, without HubX's prior express written consent. Except as expressly provided herein, you are not granted any rights or licenses to any patents, copyrights, trade secrets, trade dress, rights of publicity or trademarks with respect to any of the Content, and HubX reserves all rights not expressly granted hereunder. HubX TM and all the other marks, custom graphics, icons, logos and service names on the Site are the registered trademarks, trademarks or service marks of HubX or its licensors. The use of any such trademark or service mark without HubX's express written consent is strictly prohibited.

    (iii) Neither HubX nor any third-party provider of information guarantees the accuracy, completeness, or usefulness of any content, nor its merchantability or fitness for any particular purpose. Under no circumstances will HubX be liable for any loss or damage caused by an End User’s reliance on information obtained through HubX, including without limitation any pricing, quantity or product description information. It is the responsibility of End User to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through HubX. HubX and its agents have the right at their sole discretion, but not an obligation, to monitor and remove at any time any content that, in HubX’s judgment, does not comply with the Terms of Use or any Additional Terms and Conditions, or is otherwise harmful, objectionable or inaccurate. HubX is not responsible for any failure or delay in removing such content.

  2. Registration; Customer Accounts.

    (i) You are responsible for maintaining the confidentiality of your account information, including your password, and for all activity that occurs under your account. You agree to notify HubX immediately of any unauthorized use of your account or password, or any other breach of security. You agree to provide us with accurate, current and complete information about yourself, your company and your billing/payment information as prompted by the registration process or any conversion and redemption process. You acknowledge that sharing of your account with other persons, or allowing multiple users outside of your business entity to use your account (collectively, "multiple use"), may cause irreparable harm to HubX, and you shall indemnify HubX, our affiliates, directors, employees, agents and representatives against any loss or damages (including but not limited to loss of profits) suffered as a result of the multiple use of your account. You represent, warrant and agree that (a) you have full power and authority to accept the Terms of Use and all Additional Terms and Conditions, to grant the license and authorization and to perform the obligations hereunder; (b) your use the Sites and services for business purposes only; and (c) the address you provide when registering is the principal place of business of your business entity.  For purposes of this provision, a branch or liaison office will not be considered a separate entity and your principal place of business will be deemed to be that of your head office.

    (ii) You also agree that HubX may, in its sole discretion and without prior notice to you, terminate your access to the Site and your account for any reason, including without limitation: (1) attempts to overcome any software security features limiting use of or protecting any Content, (2) suspected or actual violation of this Terms of Use or any Additional Terms and Conditions, (3) suspected or actual copyright infringement, (4) requests by law enforcement or other government agencies. For any of the foregoing, HubX may in its sole discretion have the right to take such disciplinary actions as it deems appropriate, including without limitation: (i) suspending or terminating your account and any and all accounts determined to be related to such account; (ii) restricting, downgrading, suspending or terminating the subscription of, access to, or current or future use of any service; (iii) removing any product listings or other User Content that you have submitted, posted or displayed, or imposing restrictions on the number of product listings or User Content that the you may post or display; (iv) imposing other restrictions on your use of any features or functions of any service; and (v) any other corrective actions, discipline or penalties as HubX may deem necessary or appropriate in its sole discretion.
    You agree that HubX will not be liable to you or to any third party for termination of your account and/or access to the Site and the services. For purposes of clarity, upon any termination of your account for any reason, all licenses granted to you hereunder shall immediately terminate, but all other portions of this Terms of Use shall survive such account termination. You may not use the Site to engage in activities which are identical or similar to HubX’s e-commerce marketplace business, and you acknowledge and agree that the Site and services may only be used by businesses and their representatives for business use and not for individual consumers or for personal use. HubX reserves the right to cooperate fully with governmental authorities, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing.  Further, HubX may disclose your identity and contact information, if requested by a government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action.  HubX shall not be liable for damages or results arising from such disclosure, and you agree not to bring any action or claim against HubX for such disclosure.

    (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.

  3. Consent To Collection, Use & Disclosure of Your Personal and Company Information.

    As more fully described in our Privacy Policy, you must disclose certain Personally Identifiable Information about you and/or your company to use our Site, register, and to participate in certain features and functionally offered. As a condition of registering with our Site or using any service offered on or in connection with the Site, you represent that you have first read our Privacy Policy and consent to the collection, use and disclosure of your Personally Identifiable Information and Non-Personally Identifiable Information as described in our Privacy Policy. By establishing an account with us, you grant permission for HubX to contact you at your e-mail address. To stop receiving our marketing emails, send an e-mail to us at unsubscribe@hubx.com or follow any opt-out procedures set forth in such marketing emails.

  4. Posting Content.

    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.

    By displaying, publishing, or otherwise posting any User Content on or through the Site, you hereby grant to HubX a perpetual, irrevocable, non-exclusive, sub-licensable, worldwide, fully-paid, royalty free license to use, copy, modify, publicly perform, publicly display, reproduce, create derivative works and distribute such User Content in any and all media now known or hereinafter developed without the requirement to make payment to you or to any third party or the need to seek any third party permission. This license includes the right to host, index, cache, distribute, and tag any User Content, as well as the right to sublicense User Content to third parties (including other users), for use with marketing or on other media or platforms known or hereinafter developed. Except as otherwise set forth in any Additional Terms and Conditions, You continue to retain all ownership rights in your User Content, and you continue to have the right to use your User Content in any way you choose, subject to these Terms of Use and any Additional Terms and Conditions and the licenses described therein. You represent and warrant that you own or have a valid license to use the content submitted, displayed, published or posted by you on the Site and otherwise have the right to grant the license set forth herein, and the displaying, publishing or posting of any content you submit, and HubX’s use thereof does not and will not violate the privacy rights, publicity rights, copyrights, trademark rights, patents, contract rights or any other intellectual property rights or other rights of any person or entity. Notwithstanding the foregoing, you acknowledge that your User Content may contain concepts, ideas, materials, proposals, suggestions and the like relating to HubX or its initiatives (your “Ideas”). With respect to your Ideas you acknowledge that: (a) HubX receives numerous submissions from many parties and/or may have independently developed and/or considered ideas similar to your Ideas, and that HubX’s review of your Ideas is not an admission of novelty, priority or originality; and (b) HubX’s use of any ideas similar to your Ideas, whether based on your User Content, provided to HubX by third parties, or independently developed or considered by HubX, shall be without obligation or any consideration to you.

  5. Purchases Terms

    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.

  6. Product Returns and Warranty

    Unless expressly stated on a product page, all products sold on the Site are final sale and cannot be returned for any reason.

  7. Indemnification.

    You agree to indemnify and hold harmless HubX and its parents, sister companies, subsidiaries, affiliates, service providers, other End Users, distributors, licensors, officers, directors and employees from any claim or demand, including reasonable attorneys' fees, made by any third party arising out of or related to any claim, demand or allegation which if true would constitute your violation of this Terms of Use and/or any Additional Terms and Conditions, or your violation, infringement or misappropriation of any law, regulation or third-party right.

  8. Disclaimer of Warranties.

    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.

  9. Limitation of Liability.

    IN NO EVENT SHALL HubX, ITS LICENSORS OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR AFFILIATES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS TERMS OF USE, ANY ADDITIONAL TERMS AND CONDITIONS OR THE USE OF OR INABILITY TO USE THE SITE, ANY AND ALL INTERACTIONS OR COMMUNICATIONS WITH ANY VISITOR OR END USER, OR ANY PRODUCTS, SERVICES, CONTENT PROVIDED ON OR THROUGH THE SITE, WITH THE DELAY IN USE THE SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE ANY PRODUCTS OR SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND CONTENT ON OR OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE EVEN IF HubX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING ELSE IN THIS TERMS OF USE OR POSTED ON THE SITE, THE MAXIMUM LIABILITY THAT HubX SHALL HAVE IN THE AGGREGATE IS LIMITED TO ONE HUNDRED US DOLLARS. YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY, DISCLAIMERS OF WARRANTIES AND LIMITED REMEDIES SET FORTH HEREIN REPRESENT AN INSEPARABLE ALLOCATION OF RISK (INCLUDING, WITHOUT LIMITATION, IN THE EVENT OF A TOTAL AND FUNDAMENTAL BREACH OF THIS TERMS OF USE) THAT IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

  10. Policy to Terminate Privileges for Copyright Infringement.
    • 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:

      1. An electronic or physical signature of the person authorized to act on behalf of the owner of a right that is allegedly infringed;

      2. A description of the allegedly infringing work or material;

      3. A description of where the allegedly infringing material is located on the site;

      4. Information reasonably sufficient to allow us to contact you, such as your address, telephone number and e-mail address;

      5. 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

      6. 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.

  11. General.

    No delay or failure to take action under this Terms of Use or any Additional Terms and Conditions shall constitute any waiver by HubX of any provision of this Terms of Use or any Additional Terms and Conditions. If any provision of this Terms of Use or any Additional Terms and Conditions is invalid or unenforceable under applicable law, it is, to that extent, deemed enforceable to the fullest extent possible (and severable in the event such provision is completely unenforceable) and the remaining provisions of this Terms of Use and/or any Additional Terms and Conditions will continue in full force and effect. This Terms of Use and all Additional Terms and Conditions will bind and inure to the benefit of HubX's successors and assigns. Any claim under these Terms of Use or any Additional Terms and Conditions must be brought within one (1) year after the cause of action arises. This Terms of Use and all Additional Terms and Conditions shall be governed by the laws of the State of California without regard to or application of any conflict of laws provisions. You consent to the exclusive jurisdiction of the state and federal courts sitting in Orange County, in the State of California. This Terms of Use and all Additional Terms and Conditions are personal to you and may not be transferred, assigned or delegated to anyone. Any attempt by you to assign, transfer or delegate this Terms of Use or any Additional Terms and Conditions shall be null and void. HubX may freely assign this Terms of Use and any or all Additional Terms and Conditions without consent or notice. This Terms of Use and each Additional Terms and Conditions constitutes the complete and exclusive agreement between HubX and you with respect to the subject matter hereof and supersedes all prior oral or written understandings, communications or agreements not specifically incorporated herein.