Terms of Service

1. Introduction & Acceptance of Terms

1.1 Agreement to These Terms

These Terms of Service (these "Terms") are a binding agreement between you and Wholesale Hub, a Delaware corporation operated from Florida ("Wholesale Hub," "we," "us," or the "Platform"). These Terms govern your access to and use of our website, applications, APIs, software, tools, content, marketplace, and related services.

1.2 Clickwrap Acceptance

By clicking "I agree," "Accept," "Create Account," "Submit Application," or any similar button or checkbox, by completing registration, by accessing or using the Platform, or by submitting or accepting an Order through the Platform, you agree to be bound by these Terms. If you do not agree, do not access or use the Platform.

1.3 Acceptance on Behalf of a Business

The Platform is for business use only. If you accept these Terms or use the Platform on behalf of a company, organization, or other entity, you represent and warrant that you have authority to bind that entity, and "you" means that entity and its authorized users.

1.4 Private Beta

The Platform is currently offered in private beta. Features may be incomplete, unavailable, modified, or discontinued at any time. You acknowledge that beta services may contain bugs, interruptions, or errors, and you agree to use the Platform at your own risk subject to these Terms.

1.5 Changes to These Terms

We may update these Terms from time to time. We will provide notice of material changes by email to the address associated with your account, by posting an updated version on the Platform, or by another reasonable method. Unless we state otherwise, changes become effective on the date posted. Your continued use of the Platform after the effective date of the updated Terms constitutes your acceptance of the updated Terms.

2. Definitions

2.1 "Platform"

"Platform" means the Wholesale Hub website, mobile or web applications, APIs, software, marketplace, shared catalog, payment, shipping, claims, communication, and related operational tools and services made available by Wholesale Hub.

2.2 "Buyer"

"Buyer" means an approved business user that purchases or seeks to purchase Products through the Platform.

2.3 "Supplier"

"Supplier" means an approved business user that lists, offers, sells, or fulfills Products through the Platform.

2.4 "Order"

"Order" means a Buyer's completed purchase request submitted through the Platform after checkout and successful payment authorization or processing. An Order may include Products from one or more Suppliers.

2.5 "Supplier Split"

"Supplier Split" means the portion of an Order attributable to a single Supplier. Each Supplier Split is fulfilled independently and constitutes a separate sale transaction between the Buyer and the applicable Supplier.

2.6 "Claim"

"Claim" means an Order-related dispute submitted through the Platform's internal claims system, also referred to as the Credit Center, including disputes concerning damaged items, expired items, missing items or short-ships, wrong items sent, or overages.

2.7 "Net Terms"

"Net Terms" means deferred payment terms, such as Net 30 or Net 60, that a Supplier may offer to a qualified Buyer.

2.8 "Platform Services"

"Platform Services" means the services Wholesale Hub provides to facilitate wholesale commerce, including account review, catalog hosting, Offer display, ordering workflows, payment facilitation, shipping coordination, claims administration, messaging, analytics, AI-enabled tools, and related support services.

2.9 "Products"

"Products" means goods listed, offered, or sold by Suppliers through the Platform.

2.10 "Offers"

"Offers" means Supplier-specific listings or offers for Products on the Platform, including applicable pricing, quantities, lead times, shipping information, and other transaction terms shown to Buyers.

2.11 "Content"

"Content" means all information, materials, and data made available on or through the Platform, including text, images, product descriptions, dimensions, weights, pricing data, videos, logos, trademarks, documents, messages, reviews, AI-generated or AI-enriched content, and other materials submitted, displayed, transmitted, or otherwise made available by users or Wholesale Hub.

3. Eligibility & Account Registration

3.1 Business Use Only

The Platform is available only to registered businesses and their authorized representatives. You may not use the Platform for personal, family, or household purposes. You must be legally able to enter into binding contracts and, if acting for an entity, have authority to bind that entity.

3.2 Application, Approval, and Verification

Both Buyers and Suppliers must apply and be approved before using the Platform. We may require business verification, identity verification, tax information, banking information, resale or exemption documentation, beneficial ownership information, and any other information we reasonably request. Approval is conditional, limited, and revocable, and we may deny, suspend, or revoke approval at any time in our discretion.

3.3 Accurate Information

You must provide true, current, complete, and accurate registration and business information, and you must promptly update it if it changes. You are responsible for all activity that occurs under your account, including activity by your employees, contractors, agents, and other authorized users.

3.4 Account Security

You are responsible for maintaining the confidentiality of your login credentials and for restricting account access to authorized users only. You must notify us promptly of any suspected unauthorized access, fraud, or security incident involving your account.

3.5 No Endorsement

Approval to use the Platform does not constitute, and may not be represented as, an endorsement, certification, guarantee, recommendation, or verification of your business, products, creditworthiness, compliance, or conduct by Wholesale Hub.

4. Marketplace Role & Seller of Record

4.1 Marketplace Facilitator Only

Wholesale Hub provides a marketplace and related operational services that facilitate transactions between Buyers and Suppliers. Except as expressly stated in these Terms, Wholesale Hub acts only as a facilitator of transactions and related Platform Services.

4.2 Suppliers Are Sellers of Record

For every Product sold through the Platform, the applicable Supplier is the seller of record. The Supplier, and not Wholesale Hub, is responsible for its Products, Offers, pricing foundation, inventory, labeling, packaging, fulfillment, shipping compliance, product claims, regulatory compliance, recalls, warranties, taxes, and all obligations of a seller under applicable law.

4.3 Wholesale Hub Is Not the Seller or Merchant of Record

Wholesale Hub is not a seller, reseller, distributor, merchant of record, warehouse operator, carrier, insurer, or guarantor of any Product or transaction. Wholesale Hub never takes title to, possesses, stores, warehouses, inspects, tests, or controls Products listed or sold through the Platform.

4.4 Contract of Sale Is Between Buyer and Supplier

The contract of sale for each Product and each Supplier Split is solely between the Buyer and the applicable Supplier. Even when a Buyer places one combined Order and makes one payment covering multiple Suppliers, each Supplier Split remains a separate transaction between the Buyer and that Supplier. Wholesale Hub is not a party to the sale contract between any Buyer and Supplier.

4.5 No Endorsement or Verification of Products

Wholesale Hub does not endorse, certify, or verify any Product, Supplier, Buyer, Offer, product claim, safety representation, shelf-life statement, legal compliance representation, or business practice. We do not verify that Products are safe, authentic, lawful, merchantable, fit for a particular purpose, non-infringing, or compliant with industry, regulatory, or labeling requirements.

4.6 Administration of Funds and Disputes Does Not Change Our Role

The fact that Wholesale Hub facilitates payments, shipping coordination, claims administration, or communications does not make Wholesale Hub the seller, merchant of record, or a party to the sale. Our involvement in holding, releasing, redirecting, or settling funds through the Platform is administrative and does not create seller liability or guarantor obligations.

5. Product Listings

5.1 Shared Catalog

The Platform may use a shared product catalog, and multiple Suppliers may offer the same Product, including Products identified by the same UPC or similar identifier. Each Supplier's Offer is independent and may differ in pricing, lead time, shipping terms, availability, or other terms.

5.2 Supplier Responsibility for Listing Accuracy

Each Supplier is solely responsible for all Content associated with its Offers and Products, including descriptions, images, specifications, ingredients, pricing, case pack information, dimensions, weights, lead times, inventory availability, shipping classifications, hazard status, and compliance-related information. By publishing or maintaining an Offer, the Supplier represents and warrants that the associated Content is accurate, complete, current, and lawful.

5.3 AI and Third-Party Data

The Platform may use AI tools and third-party data sources to enrich, organize, summarize, or generate Product information, recommendations, or other Content. AI-generated or AI-enriched Content may contain inaccuracies, omissions, or outdated information. Suppliers are solely responsible for reviewing and verifying all Content associated with their Offers before it is displayed, sold, or relied upon.

5.4 Platform Rights Over Listings

Wholesale Hub may review, reject, suspend, edit, de-index, or remove any Offer, Product, or Content at any time, with or without notice, if we believe it violates these Terms, applicable law, platform policy, third-party rights, or creates operational, legal, reputational, or safety risk.

5.5 No Verification by Wholesale Hub

Wholesale Hub has no obligation to verify listing accuracy, inventory, availability, legality, shelf life, claims, safety, authenticity, or regulatory compliance, and any review we perform does not create a duty or liability to you or any third party.

6. Pricing & Fees

6.1 Displayed Prices

Suppliers set their base pricing, and the Platform determines the final price displayed to Buyers. Prices displayed to Buyers reflect the final price inclusive of all applicable Platform service charges. Pricing may vary by Buyer, Supplier, Product, quantity, geography, payment terms, timing, relationship status, or other factors. Platform service charges may not be separately itemized to Buyers.

6.2 Shipping, Taxes, and Checkout Disclosures

Displayed Product prices may exclude shipping, taxes, and other amounts separately disclosed at checkout. Buyers are responsible for reviewing the final checkout total before submitting an Order.

6.3 Shipping Rate Hold

For certain Orders, the Platform may collect a separate line item at checkout labeled "Shipping rate hold." The Shipping rate hold is a transparent shipping-related hold intended to account for differences between estimated and actual shipping costs. Any unused portion of the Shipping rate hold will be refunded.

6.4 Pricing Errors

Wholesale Hub and Suppliers reserve the right to correct obvious clerical, pricing, availability, or listing errors. If an obvious error materially affects an Order, the affected Supplier Split may be canceled and refunded, or the parties may be asked to reconfirm the Order on corrected terms.

6.5 Payment Processor Terms

Payment processing services on the Platform are provided by Stripe, including through Stripe Connect, and may also involve other service providers we designate. By using payment functionality on the Platform, you agree to the applicable Stripe terms, policies, and connected account requirements, as updated by Stripe from time to time.

7. Orders & Payment

7.1 Multi-Supplier Orders

A Buyer may place a single Order containing Products from multiple Suppliers. Even though the Buyer may complete one checkout flow and make one combined payment, each Supplier Split is separate, is fulfilled independently, and may ship, arrive, and be disputed separately.

7.2 Binding Orders

Orders become binding once payment is successfully processed or otherwise authorized through the Platform. After that point, a Buyer may not cancel, modify, or reduce an Order except as expressly permitted by the applicable Supplier, the Platform, or applicable law. A Supplier is obligated to fulfill accepted Orders within its stated lead times, subject to these Terms and applicable law.

7.3 Payment Methods and Authorization

The Platform currently accepts credit cards, debit cards, and ACH or bank transfer methods, subject to availability and approval. By submitting an Order, the Buyer authorizes Wholesale Hub, its payment processor, and its service providers to charge the Buyer's selected payment method for the full checkout amount, including Product charges, shipping amounts, Shipping rate holds, taxes, and other disclosed amounts.

7.4 Collection and Distribution of Funds

Wholesale Hub or its payment processor may collect the full payment for an Order and distribute applicable amounts to Suppliers according to the applicable payout schedule and these Terms. Payment collection and distribution are administrative services only and do not make Wholesale Hub a party to the underlying sale.

7.5 Taxes

Suppliers are responsible for determining, collecting, reporting, and remitting all taxes associated with their sales, except to the extent Wholesale Hub or its payment processor is legally required to collect or remit taxes. Buyers are responsible for providing accurate resale certificates, exemption documentation, tax registration information, and other tax-related information as requested, and remain responsible for any taxes, duties, or governmental charges applicable to their purchases.

7.6 Fraud Screening and Order Controls

Wholesale Hub may delay, reject, cancel, or place a hold on any Order, payment, payout, or account activity if we suspect fraud, unauthorized activity, money laundering, sanctions concerns, chargeback risk, policy violations, or other legal, compliance, or operational issues.

8. Shipping & Fulfillment

8.1 Supplier Appointment of Wholesale Hub as Limited Shipping Agent

For shipping coordination only, each Supplier appoints Wholesale Hub as its limited agent to obtain shipping labels, freight quotes, and shipment bookings for that Supplier's Orders through the Platform. This limited agency is solely for purchasing labels, obtaining rates, and booking transportation related to Supplier Splits fulfilled through the Platform.

8.2 Small Parcel Delivery (SPD)

For small parcel Orders, Wholesale Hub may purchase shipping labels through Shippo or another provider on the Supplier's behalf, using the carrier and service selected by the Buyer at checkout. The Supplier authorizes Wholesale Hub to use Supplier shipment data as reasonably necessary to purchase such labels and transmit shipping information to relevant carriers and service providers.

8.3 LTL / Freight Shipments

For LTL, freight, or palletized Orders, Wholesale Hub may obtain quotes and book shipments through carrier partners or freight service providers on the Supplier's behalf. Any such coordination is performed as a limited agency service for the Supplier and does not make Wholesale Hub the carrier, freight forwarder, or shipper of record unless expressly stated otherwise in writing.

8.4 Supplier Fulfillment Responsibilities

Suppliers remain fully and solely responsible for timely and proper fulfillment of their Supplier Splits, including accurate dimensions and weights, case and unit data, product identification, proper packaging, palletization, declared contents, lot or expiration accuracy, hazardous materials compliance, labeling, documentation, and compliance with all carrier, regulatory, and legal requirements. Suppliers are also responsible for fulfilling within their stated lead times.

8.5 Buyer Shipping Responsibilities

Buyers are responsible for providing accurate delivery addresses, site-access information, receiving instructions, and any information necessary for delivery. Buyers must promptly inspect shipments upon receipt and preserve packaging, labels, photographs, lot information, and other evidence necessary to support any Claim.

8.6 Shipping Rate Hold Reconciliation

Where a Shipping rate hold is collected, it is intended to account for variation between estimated and actual shipping costs. The actual booked or settled shipping amount may be reconciled against the Shipping rate hold, and any unused portion will be refunded.

8.7 Carrier Issues and Tracking

Wholesale Hub is not liable for shipping delays, missed delivery windows, damage in transit, lost packages, theft, misdelivery, carrier service failures, or carrier errors. Tracking information, delivery scans, estimated arrival times, and similar updates are provided by third-party carriers or service providers, and Wholesale Hub does not guarantee their accuracy, completeness, or timeliness.

8.8 No Assumption of Shipment Risk

Supplier risk and shipping obligations remain with the Supplier and the applicable carrier or service provider, not Wholesale Hub. Our coordination of shipping does not create custody, possession, title, or control over Products.

9. Delivery Confirmation

9.1 Buyer Confirmation Window

Buyers should confirm receipt of goods within seven (7) days after the applicable carrier marks the shipment as delivered.

9.2 Automatic Confirmation

If the Buyer does not reject receipt, file a Claim, or otherwise notify the Platform of an issue within seven (7) days after carrier-confirmed delivery, receipt may be automatically confirmed by the Platform.

9.3 Reliance on Carrier Data

Wholesale Hub may rely on carrier delivery records, tracking events, and similar third-party information to determine delivery status and delivery confirmation for operational and payout purposes.

9.4 Effect on Payouts

Supplier payouts are generally processed after delivery confirmation or automatic confirmation, subject to any hold periods, open Claims, fraud review, chargeback risk, or other adjustments permitted under these Terms.

10. Returns, Claims & Disputes (Credit Center)

10.1 No General Return Right

Unless a Supplier expressly offers return rights, a return is required by applicable law, or the Platform authorizes a return through the Credit Center, Buyers do not have a general right to return Products. Buyers may not send Products back without written instructions from the Supplier or the Platform.

10.2 Claims Process and Claim Types

The Platform provides an internal claims system, the Credit Center, for Order-related issues. Valid Claim types include damaged items, expired items, missing items or short-ships, wrong items sent, and overages. Claims must be filed within fourteen (14) days after delivery confirmation, including automatic confirmation. Depending on the nature of the issue, either the Buyer or the Supplier may be the filing party.

10.3 Claim Evidence and Cooperation

The filing party must provide reasonably requested information and evidence, which may include photographs, videos, shipping labels, packaging materials, lot or expiration data, signed delivery documents, receiving records, invoices, and communications. Both parties must cooperate in good faith with the Credit Center process.

10.4 Response Deadline

The responding party has seven (7) days after notice of a Claim to submit a response through the Platform. If the responding party does not respond within that period, the Claim will automatically resolve in favor of the filing party, unless Wholesale Hub determines that additional review is required because of suspected fraud, legal compliance concerns, or manifest error.

10.5 Escalation and Final Platform Decision

If the parties do not agree on a Claim outcome, the Claim may be escalated to Wholesale Hub for review. Wholesale Hub may request additional evidence, contact either party, and decide the Claim outcome for purposes of Platform administration. Platform decisions on Claims are final and binding as they relate to fund disbursement, credits, refunds, setoffs, and other payment outcomes on the Platform.

10.6 Effect on Funds

Wholesale Hub may hold, release, delay, redirect, refund, offset, or otherwise administer funds based on Claim status or outcome. We may do so at the Supplier Split level, the Order level, or the account level if reasonably necessary to address the dispute or protect the Platform.

10.7 Required First Step Before External Legal Action

For any dispute related to an Order, Supplier Split, shipping issue, delivery issue, or Product issue, the Credit Center process described in this Section 10 is a mandatory first step before any party pursues external legal action, arbitration, or court proceedings, except to seek temporary injunctive relief or where prohibited by law.

10.8 Neutral Mediation Role

In the Credit Center, Wholesale Hub acts as a neutral platform administrator and mediator of process, not as a guarantor, insurer, or warrantor of transaction outcomes, product quality, payment performance, or user conduct.

11. Supplier Payouts

11.1 Payout Timing

Supplier payouts are processed after delivery confirmation or automatic confirmation for the applicable Supplier Split, less any amounts subject to holds, reserves, refunds, Claim outcomes, chargebacks, reversals, shipping adjustments, processor fees, or other amounts owed under these Terms.

11.2 Holds for New Suppliers and Review Periods

Wholesale Hub may hold or delay payouts for newly onboarded Suppliers, for Suppliers under review, or where additional verification, fraud screening, compliance review, or operational validation is required.

11.3 Withholding Rights

Wholesale Hub may withhold, delay, or place reserves on payouts if there are open Claims, suspected fraud, unusual activity, fulfillment concerns, inaccurate shipment data, excessive refund or dispute volume, regulatory risk, sanctions risk, or anticipated chargeback exposure.

11.4 Chargebacks and Reversals

If a chargeback, ACH reversal, payment dispute, or similar reversal occurs after a Supplier has been paid, the Supplier is responsible for reimbursing Wholesale Hub for the reversed amount and any associated costs to the extent the dispute relates to the Supplier's Products, fulfillment failures, misrepresentations, fraud, or other acts or omissions. Wholesale Hub may deduct or offset such amounts from pending or future payouts and may suspend or terminate accounts with excessive chargeback or dispute rates.

11.5 Supplier Liability for Transaction Risk

Suppliers agree that chargeback and payment dispute liability related to their Products, listing inaccuracies, fulfillment failures, shipment issues, or fraud rests with the Supplier and not with Wholesale Hub, except to the extent caused by Wholesale Hub's gross negligence or willful misconduct.

12. Net Terms

12.1 Supplier-Offered Terms Only

Some Suppliers may offer Net Terms to qualified Buyers. Any Net Terms are offered solely at the Supplier's discretion and risk.

12.2 Wholesale Hub Is Not a Lender

Wholesale Hub does not extend credit, is not a lender, broker, or financing provider, and does not underwrite, guarantee, insure, or purchase receivables relating to Net Terms unless expressly stated in a separate written agreement.

12.3 Facilitation Only

If Net Terms are made available through the Platform, Wholesale Hub's role is limited to facilitating workflows, records, communications, or collections-related administrative features. Wholesale Hub is not responsible for Buyer non-payment, late payment, insolvency, or default under Net Terms.

12.4 Buyer Obligations

A Buyer that accepts Net Terms remains fully responsible for paying the applicable Supplier according to the agreed terms. Failure to do so may result in suspension, collections activity, offset rights, removal of Platform access, or other remedies available under contract or law.

13. Prohibited Activities

13.1 Prohibited Conduct

You may not, and may not permit any third party to:

• Use the Platform for any unlawful, fraudulent, deceptive, or unauthorized purpose
• Submit false, misleading, incomplete, or outdated business, banking, tax, licensing, product, shipping, or compliance information
• List, sell, distribute, or promote counterfeit, stolen, recalled, adulterated, expired, unsafe, or otherwise unlawful Products
• List hazardous materials without proper disclosure, packaging, documentation, and legal compliance, or list Products that the Platform prohibits
• Manipulate pricing, quantities, reviews, availability, shipping information, lead times, Claims, or transaction history
• Use fake tracking numbers, false delivery events, or misleading shipment information
• Use the Platform to identify counterparties and then transact off-platform to avoid Platform charges, rules, oversight, or claims processes, unless expressly authorized by Wholesale Hub in writing
• Engage in fraud, chargeback abuse, money laundering, sanctions evasion, or other prohibited financial activity
• Harass, threaten, abuse, defame, or interfere with other users, carriers, service providers, or Platform personnel
• Scrape, crawl, spider, copy, index, mirror, reverse engineer, decompile, disassemble, data mine, or otherwise extract data or source code from the Platform except as expressly authorized by us
• Upload malware, harmful code, or content that interferes with the Platform
• Violate any law, regulation, court order, third-party rights, or platform policy

13.2 Enforcement

If you violate this Section 13 or we reasonably suspect you have done so, Wholesale Hub may suspend or terminate your account, remove Content or listings, cancel Orders, hold funds, deny payouts, reject Claims, report conduct to payment processors or authorities, or take any other action we reasonably deem necessary.

14. Intellectual Property

14.1 Platform Ownership

As between you and Wholesale Hub, Wholesale Hub owns all right, title, and interest in and to the Platform and Platform Services, including all software, workflows, designs, interfaces, trade dress, compilations, databases, text, graphics, analytics, AI outputs created by us, and all related intellectual property rights. These Terms do not transfer any ownership rights to you.

14.2 Limited License to Use the Platform

Subject to these Terms, Wholesale Hub grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for your internal business use in connection with approved wholesale transactions. You may not copy, reproduce, distribute, modify, create derivative works from, publicly display, publicly perform, or exploit the Platform except as expressly permitted by us in writing.

14.3 Your Content; Supplier License to Us

You retain whatever rights you hold in your Content. By submitting, posting, transmitting, or making Content available through the Platform, you grant Wholesale Hub a worldwide, non-exclusive, royalty-free, transferable, sublicensable license to host, store, reproduce, modify, adapt, reformat, translate, display, distribute, transmit, and otherwise use that Content as necessary to operate, improve, market, support, and provide the Platform Services, including displaying Supplier listings to Buyers, generating product pages, performing search and recommendation functions, and administering transactions and Claims.

14.4 Your Responsibility for Content

You represent and warrant that you have all rights necessary to provide your Content and to grant the license in Section 14.3, and that your Content does not violate any law, infringe any third-party rights, or breach any contract.

14.5 Feedback

If you provide suggestions, comments, ideas, feature requests, or other feedback regarding the Platform, you grant Wholesale Hub a perpetual, irrevocable, worldwide, royalty-free right to use, disclose, reproduce, modify, and exploit that feedback without restriction or compensation.

14.6 DMCA / Copyright Complaints

If you believe Content on the Platform infringes your copyright, you may send a notice to legal@wholesalehub.ai with: (a) identification of the copyrighted work claimed to be infringed; (b) identification of the allegedly infringing material and its location on the Platform; (c) your contact information; (d) a statement of good-faith belief that the use is not authorized; (e) a statement made under penalty of perjury that the notice is accurate and that you are authorized to act on behalf of the copyright owner; and (f) your physical or electronic signature. We may remove or disable access to allegedly infringing material and may terminate repeat infringers where appropriate.

15. Privacy

15.1 Privacy Policy

Your use of the Platform is also subject to our Privacy Policy, which describes how we collect, use, disclose, and process information. The Privacy Policy is incorporated into these Terms by reference.

15.2 Business Data Sharing

By using the Platform, you authorize Wholesale Hub to share relevant business, order, shipping, payment, compliance, and contact information with Buyers, Suppliers, payment processors, carriers, logistics providers, identity verification providers, and other service providers as reasonably necessary to operate the Platform Services and complete transactions.

15.3 Third-Party Service Providers

The Platform relies on third-party providers, including Stripe, Shippo, carrier partners, cloud infrastructure providers, analytics providers, and AI or data providers. Your use of certain features may also be subject to those providers' terms and policies.

16. DISCLAIMERS OF WARRANTY

THE PLATFORM, PLATFORM SERVICES, CONTENT, AI-GENERATED OR AI-ENRICHED CONTENT, AND ALL RELATED SERVICES ARE PROVIDED ON AN "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WHOLESALE HUB DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, AND COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, WHOLESALE HUB DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, FREE OF HARMFUL COMPONENTS, OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT DEFECTS WILL BE CORRECTED; OR THAT ANY CONTENT, PRODUCT INFORMATION, INVENTORY DATA, DIMENSIONS, WEIGHTS, SHIPPING ESTIMATES, TRACKING INFORMATION, CLAIM OUTCOME, PRICING, OR OTHER INFORMATION WILL BE ACCURATE, COMPLETE, CURRENT, OR RELIABLE.

WHOLESALE HUB DOES NOT WARRANT, GUARANTEE, OR ENDORSE ANY BUYER, SUPPLIER, PRODUCT, OFFER, TRANSACTION, NET TERMS ARRANGEMENT, PAYMENT PERFORMANCE, SHIPPING OUTCOME, DELIVERY STATUS, OR USER CONDUCT. WHOLESALE HUB DOES NOT VERIFY OR WARRANT PRODUCT QUALITY, SAFETY, LEGALITY, AUTHENTICITY, SHELF LIFE, REGULATORY COMPLIANCE, OR FITNESS FOR ANY PARTICULAR PURPOSE.

YOU ACKNOWLEDGE THAT THE PLATFORM IS IN PRIVATE BETA AND MAY INCLUDE BUGS, INTERRUPTIONS, ERRORS, EXPERIMENTAL FEATURES, AND CHANGING FUNCTIONALITY. YOU ASSUME ALL RISK ARISING FROM YOUR USE OF BETA FEATURES.

AI TOOLS AND THIRD-PARTY DATA SOURCES USED ON THE PLATFORM MAY PRODUCE INACCURATE, INCOMPLETE, OR MISLEADING OUTPUT. YOU ARE SOLELY RESPONSIBLE FOR REVIEWING, VERIFYING, AND INDEPENDENTLY EVALUATING ANY AI-GENERATED OR AI-ENRICHED CONTENT BEFORE RELYING ON IT.

17. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WHOLESALE HUB AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, LICENSORS, AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS, THE PLATFORM, THE PLATFORM SERVICES, ANY PRODUCT, ANY ORDER, ANY SUPPLIER SPLIT, ANY CLAIM, ANY NET TERMS ARRANGEMENT, OR ANY USER CONDUCT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

WITHOUT LIMITING SECTION 17.1, WHOLESALE HUB SHALL NOT BE LIABLE FOR PRODUCT LIABILITY, PRODUCT DEFECTS, RECALLS, MISLABELING, COUNTERFEIT GOODS, REGULATORY NONCOMPLIANCE, TAX LIABILITY, SHIPPING DELAYS, DAMAGE IN TRANSIT, LOST PACKAGES, THEFT, MISDELIVERY, CARRIER ERRORS, TRACKING INACCURACIES, BUYER NON-PAYMENT, SUPPLIER NON-FULFILLMENT, CHARGEBACKS, PAYMENT REVERSALS, DATA INACCURACIES, SECURITY INCIDENTS, OR THE ACTS OR OMISSIONS OF BUYERS, SUPPLIERS, CARRIERS, PAYMENT PROCESSORS, OR OTHER THIRD PARTIES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF WHOLESALE HUB AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, LICENSORS, AND SERVICE PROVIDERS FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES AND PLATFORM SERVICE CHARGES PAID BY YOU TO WHOLESALE HUB IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, WHETHER SEPARATELY ITEMIZED OR INCLUDED IN DISPLAYED PRICES; OR (B) $100.

THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE, AND EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

NOTWITHSTANDING THE FOREGOING, THE LIABILITY CAP IN SECTION 17.3 SHALL NOT APPLY TO LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR THAT PARTY'S INDEMNIFICATION OBLIGATIONS UNDER THESE TERMS.

18. Indemnification

18.1 General Indemnity

You agree to defend, indemnify, and hold harmless Wholesale Hub and its affiliates, officers, directors, employees, agents, contractors, licensors, and service providers from and against any and all claims, demands, actions, proceedings, losses, liabilities, damages, judgments, settlements, penalties, fines, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to: (a) your breach of these Terms; (b) your violation of law; (c) your Content; or (d) your use of the Platform or Platform Services.

18.2 Supplier-Specific Indemnity

Without limiting Section 18.1, each Supplier will defend, indemnify, and hold harmless the Wholesale Hub parties from and against any claim arising out of or relating to the Supplier's Products, Offers, fulfillment, shipping data, packaging, product defects, product liability, contamination, expiration, recalls, mislabeling, false or misleading product claims, regulatory violations, IP infringement, tax liability, customs or shipping violations, fraud, or failure to fulfill Orders.

18.3 Buyer-Specific Indemnity

Without limiting Section 18.1, each Buyer will defend, indemnify, and hold harmless the Wholesale Hub parties from and against any claim arising out of or relating to the Buyer's misuse of Products, resale violations, unlawful distribution, chargeback abuse, breach of agreed payment terms, or other violation of these Terms or applicable law.

18.4 Defense and Cooperation

Wholesale Hub may assume exclusive defense and control of any matter subject to indemnification, in which case you will cooperate with us at your expense. You may not settle any indemnified matter without our prior written consent if the settlement imposes liability or obligations on any Wholesale Hub party.

19. Termination

19.1 Termination by You

You may stop using the Platform and close your account at any time, subject to completion of any pending Orders, Claims, payment obligations, chargeback obligations, and other surviving responsibilities.

19.2 Termination or Suspension by Wholesale Hub

Wholesale Hub may suspend, restrict, or terminate your access to the Platform or any feature at any time, with or without notice, for any reason, including violation of these Terms, fraud risk, compliance concerns, business or operational reasons, prolonged inactivity, or platform changes.

19.3 Effect of Termination

Termination does not affect any rights or obligations that accrued before termination. Pending Orders may need to be fulfilled or resolved, pending payouts may be delayed or processed, open Claims may continue to resolution, and any amounts you owe remain due.

19.4 Survival

The following Sections survive termination: Sections 4, 5.2, 5.5, 6, 7.4, 7.5, 8, 9, 10, 11, 12.4, 13.2, 14, 15, 16, 17, 18, 19.3, 19.4, 20, 21, and 22, and any other provision that by its nature should survive.

20. Dispute Resolution

20.1 Required Credit Center Process for Order Disputes

For disputes arising out of an Order, Supplier Split, delivery, shipment, Product issue, refund issue, or other transaction issue between Buyers and Suppliers, the Credit Center process in Section 10 is mandatory and must be completed before arbitration or court proceedings are initiated, except to seek temporary injunctive relief or where prohibited by law.

20.2 Informal Resolution

Before initiating arbitration or any permitted court proceeding, the claimant must send the other party a written notice describing the dispute, the relevant facts, supporting documents, and the relief requested. If the dispute involves Wholesale Hub, notices to Wholesale Hub must be sent to legal@wholesalehub.ai. The parties will then attempt in good faith to resolve the dispute informally for thirty (30) days from receipt of the notice.

20.3 Binding Arbitration

Except for matters properly brought in small claims court and claims for injunctive or other equitable relief, any dispute, claim, or controversy arising out of or relating to these Terms, the Platform, the Platform Services, or any Order processed through the Platform, whether between you and Wholesale Hub or, to the fullest extent permitted by law, between a Buyer and a Supplier that has agreed to these Terms, shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules.

20.4 Seat, Language, and Arbitrator

The seat of the arbitration shall be Wilmington, Delaware. The arbitration shall be conducted in English. Unless the applicable AAA rules require otherwise, the arbitration will be heard by one arbitrator. The arbitrator may award any individual relief available in court, but only on an individual basis. Judgment on the award may be entered in any court of competent jurisdiction.

20.5 Small Claims Court Exception

Either party may bring an individual claim in small claims court instead of arbitration if the claim qualifies and remains on an individual, non-representative basis.

20.6 Injunctive Relief

Nothing in these Terms prevents either party from seeking temporary, preliminary, or permanent injunctive or other equitable relief in a court of competent jurisdiction, without first completing arbitration, to protect intellectual property, confidential information, account security, data, or to prevent immediate and irreparable harm.

20.7 CLASS ACTION WAIVER

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND WHOLESALE HUB EACH WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, REPRESENTATIVE ACTION, MASS ACTION, OR PRIVATE ATTORNEY GENERAL ACTION, WHETHER IN COURT OR IN ARBITRATION. ALL DISPUTES MUST BE BROUGHT SOLELY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

20.8 Time Limit to Bring Claims

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS, THE PLATFORM, OR ANY ORDER MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE EVENT GIVING RISE TO THE CLAIM, OR IT IS PERMANENTLY BARRED. THIS LIMITATION PERIOD IS IN ADDITION TO, AND DOES NOT EXTEND, THE SHORTER DEADLINES THAT APPLY TO CREDIT CENTER CLAIMS UNDER SECTION 10.

21. Governing Law & Jurisdiction

21.1 Governing Law

These Terms, and any dispute arising out of or relating to these Terms, the Platform, or the Platform Services, are governed by the laws of the State of Delaware, without regard to its conflict of law principles. The Federal Arbitration Act governs the interpretation and enforcement of Section 20.

21.2 Jurisdiction for Non-Arbitrated Matters

For any dispute that is not subject to arbitration or that may be brought in court under Section 20, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Delaware.

22. Miscellaneous

22.1 Severability

If any provision of these Terms is held unlawful, invalid, or unenforceable, that provision will be enforced to the maximum extent permitted by law and the remaining provisions will remain in full force and effect.

22.2 Entire Agreement

These Terms, together with the Privacy Policy and any other policies or supplemental terms expressly incorporated by reference, constitute the entire agreement between you and Wholesale Hub regarding the Platform and supersede all prior or contemporaneous understandings relating to the same subject matter.

22.3 No Waiver

No waiver of any provision of these Terms will be effective unless in writing and signed by an authorized representative of Wholesale Hub. A failure to enforce any provision is not a waiver of future enforcement of that or any other provision.

22.4 Assignment

You may not assign, delegate, or transfer these Terms or any rights or obligations under them without our prior written consent. Wholesale Hub may assign or transfer these Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, financing, reorganization, or sale of assets.

22.5 Force Majeure

Wholesale Hub will not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, carrier disruptions, supply shortages, internet or telecommunications failures, cyberattacks, platform outages caused by third parties, government actions, epidemics, pandemics, or interruptions by service providers.

22.6 Notices

You consent to receive notices from Wholesale Hub electronically, including by email to your registered email address, through account notifications, or by prominent posting on the Platform. Notices to Wholesale Hub under these Terms must be sent to legal@wholesalehub.ai, unless we designate a different notice address on the Platform.

22.7 Relationship of the Parties

Except for the limited shipping agency expressly described in Section 8, the parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, franchise, fiduciary, or agency relationship between you and Wholesale Hub, or between Buyers and Suppliers.

22.8 Contact Information

If you have questions about these Terms, you may contact Wholesale Hub at: legal@wholesalehub.ai