Payment Processing Terms and Conditions
These PAYMENT PROCESSING TERMS AND CONDITIONS (these “Payment Terms”) are entered into as of the date indicated on the applicable invoice for the services provided hereunder between Essential Hub, LLC dba eHub (“eHub,” “we,” or “us”) and any person or entity who consents to these Payment Terms (“you”).
BY CLICKING THE ACCEPTANCE BUTTON OR USING OUR SERVICES (AS DEFINED BELOW), YOU EXPRESSLY AGREE TO AND CONSENT TO BE BOUND BY ALL OF THESE PAYMENT TERMS. IF YOU DO NOT AGREE TO ALL OF THESE PAYMENT TERMS, YOU MAY NOT USE THE SERVICES.
IF YOU ARE ENTERING INTO THESE PAYMENT TERMS ON BEHALF OF A COMPANY, ORGANIZATION, OR ANOTHER LEGAL ENTITY, YOU ARE ENTERING INTO THESE PAYMENT TERMS FOR THAT ENTITY AND HEREBY REPRESENT TO ESSENTIAL HUB THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS, IN WHICH CASE THE TERM “YOU” AS APPLICABLE AND AS USED HEREIN WILL REFER TO SUCH ENTITY AND ITS AFFILIATES.
1. Services. eHub provides ecommerce and shipping payment services to facilitate its users’ shipping orders (the “Services”). As part of the Services, eHub will collect your payment card information and facilitate the Payments (as defined in Section 3.1) from you to our applicable shipping partner (each, a “Shipping Partner,” and collectively, the “Shipping Partners”).
2. Shipping Terms and Conditions. You agree when you choose to ship a package in connection with the Services that the shipping will be handled by your chosen Shipping Partner in accordance with that Shipping Partner’s terms and conditions (the “Shipping Partner Terms and Conditions”). For more information about our Shipping Partners, and to locate the applicable Shipping Partner Terms and Conditions, please see the Shipping Partner’s website: United States Postal Service (https://www.usps.com/), FedEx (https://www.fedex.com/en-us/home.html), UPS (https://www.ups.com/), DHL Express (https://www.dhl.com/en/express.html).
3. Payment Processing.
3.1 Authorization. By agreeing to these Payment Terms and providing your payment information, you authorize us to charge your payment card information with the amounts billed by your chosen Shipping Partner, including any adjustments made by such Shipping Partners as described in Section 3.3 (collectively, the “Payments”).
3.2 Payment Information. You agree to provide true, accurate, current, and complete information, including payment information, as prompted by the applicable shipping form, and you are responsible for keeping such information up to date. You agree to immediately notify eHub of any unauthorized use of your account, or any other breach of security.
3.3 Adjustments. You agree to the Shipping Partner Terms and Conditions, and you agree that your chosen Shipping Partner may make adjustments to the Payments as provided in the Shipping Partner Terms and Conditions, including, but not limited to, (a) charges based on changes in weight or destination of a package; (b) charges based on incomplete or incorrect shipment information; (c) additional handling requirements; (d) fuel, location, or delivery period surcharges.
4. Disclaimer of Warranties.
4.1 THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, AND ESSENTIAL HUB HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NEITHER ESSENTIAL HUB NOR ANY PERSON ASSOCIATED WITH ESSENTIAL HUB MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER ESSENTIAL HUB NOR ANYONE ASSOCIATED WITH ESSENTIAL HUB REPRESENTS OR WARRANTS THAT THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
5.1 You agree to indemnify, defend, and hold harmless eHub, its directors, officers, employees, agents, and affiliated companies from and against any claims, losses, costs, or damages (including reasonable attorneys’ fees) resulting from or in connection with (a) your breach or alleged breach of these Payment Terms or applicable law, or (b) your failure to make any Payments.
6. Limitation of Liability.
6.1 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL ESSENTIAL HUB AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST DATA, OR FOR ANY AND ALL OTHER SIMILAR DAMAGES OR LOSSES, EVEN IF ESSENTIAL HUB HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL ESSENTIAL HUB BE LIABLE FOR ANY DIRECT DAMAGES, COSTS, OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER DURING THE TWELVE MONTHS PRECEDING THE INCIDENT OR CLAIM. Should this limitation on damages be unenforceable, the total amount of eHub’s liability to you shall, nevertheless, not exceed the amounts actually paid to eHub under these Payment Terms.
6.2 THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THESE PAYMENT TERMS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THESE PAYMENT TERMS.
7.1 No Partnership or Agency. Nothing in these Payment Terms is intended to or shall operate to create a partnership between the parties, or authorize either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
7.2 Entire Agreement. These Payment Terms contain the entire agreement between the parties regarding the Services, and these Payment Terms supersede any prior or contemporaneous oral or written agreements or communications between the parties related to the subject matter hereof. You will also be subject to any Shipping Partner Terms and Conditions as described in these Payment Terms, as well as any other platform terms of service governing your use of the platform through which you access the Services.
7.3 Notices. All notices, requests, approvals, and other communications required or permitted to be given by you hereunder must be in writing addressed to eHub at the address indicated below and will be deemed delivered and effective: (a) when sent by overnight courier, one business day after deposit with a nationally recognized overnight courier; or (b) when sent by registered or certified mail, postage prepaid, five days after deposit with the U.S. Postal Service.
If to eHub:
9490 S 300 W Ste. 200
Sandy, UT 84070
Attention: Legal Department
7.4 Governing Law. These Payment Terms will be governed by and construed in accordance with the laws of the State of Utah, excluding any conflict of laws principles.
7.5 Assignment. These Payment Terms shall be binding on and inure to the benefit of the parties hereto and their respective successors, permitted assigns, heirs, and legal representatives, as the case may be. These Payment Terms may not be assigned in whole or in part by you without the prior written consent of eHub.
7.6 Disputes; Venue. Without affecting the provisions related to effect of a breach outlined elsewhere in These Payment Terms, any controversy or claim arising out of or relating to These Payment Terms, or the breach thereof, shall be resolved as follows: (a) the parties shall first attempt in good faith to resolve any such claim or controversy for a period of thirty (30) days following a party’s notice of a dispute delivered to the other party; and (b) if the parties are unable to resolve the dispute within such thirty (30) day period, then either party may submit the dispute for litigation. Any litigation under or relating to these Payment Terms shall be solely and exclusively resolved in either (a) the jurisdiction of the State courts of Utah or (b) the jurisdiction of the United States District Court for the District of Utah. THE PARTIES HEREBY IRREVOCABLY SUBMIT AND AVAIL THEMSELVES TO THE PERSONAL JURISDICTION AND SUBJECT MATTER JURISDICTION OF UTAH AND SUCH STATE AND FEDERAL COURTS LOCATED IN UTAH.
7.7 Collection Costs. If you fail to make any payments required by these Payment Terms and eHub seeks to collect the amounts owed to it under these Payment Terms, you agree to pay the reasonable costs of collection. These costs include, but are not limited to, any collection agency’s fees, reasonable attorneys’ fees, interest or late fees accrued, and arbitration or court costs.
7.8 No Third-Party Beneficiaries. These Payment Terms benefits solely the parties to these Payment Terms and their respective permitted successors and permitted assigns and nothing in these Payment Terms, express or implied, confers on any other individual or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Payment Terms.
7.9 Waiver. No delay or omission in the exercise of any right or remedy by eHub shall impair such right or remedy or be construed as a waiver. Any waiver of eHub of any default must be in writing and signed. Any waiver authorized on one occasion is effective only in that instance and only for the purpose stated and does not operate as a waiver of any other default on any future occasion.
7.10 Severability. In the event that any condition, covenant, or other provision herein contained is held to be invalid or void by any court or body of competent jurisdiction, the same shall be deemed severable from the remainder of these Payment Terms and shall in no way affect any other covenant or condition herein contained. If such condition, covenant, or other provision shall be deemed invalid due to its scope or breadth, such provision shall be deemed valid to the fullest extent of the scope or breadth permitted by applicable law.
7.11 Survival. Subject to the limitations and other provisions of these Payment terms, Sections 4 through 7 of these Payment Terms, as well as your payment obligations and any other provision that, in order to give proper effect to its intent, should survive such termination, will survive the termination of these Payment Terms.
7.12 Interpretation. For purposes of these Payment Terms: (a) the words “include,” “includes,” and “including” are deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to these Payment Terms as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, references in these Payment Terms: (x) to sections mean the sections of these Payment Terms; and (y) to an agreement, instrument, or other document means the agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof.
7.13 Headings. The headings in these Payment Terms are for reference only and do not affect the interpretation of these Payment Terms.