These Solar Trader Platform Seller Terms and Conditions (“Terms and Conditions”) apply to any party (“SELLER” or “Commerce Partner”) that sells or offers for sale any products or services on the Sunhub Marketplace, comprising of the Solar Trader Platform (as defined herein). These Seller Terms constitute a binding agreement between SELLER and Sunhub LLC and its affiliates (collectively, “Sunhub”, and together with Commerce Partner, the “Parties”) and are effective on the earliest date when SELLER signs up, accesses, or uses the Sunhub Solar Trader Platform or the Sunhub Marketplace, clicks a box or button signifying acceptance, or executes a Seller Agreement in written or digital form. These Terms are further subject to the Sunhub Policy of maintaining seller and buyer anonymity during listing offers and negotiating.
Sunhub may update these Terms by giving SELLER notice via the Sunhub Platform, email, or other method. SELLER’s continued use of the Sunhub Marketplace comprising of the Sunhub Solar Trader Platform after the effective date of any change will constitute acceptance of such updated terms.
If you click the box or button signifying acceptance, provide written acceptance, execute a Sales Contract Agreement, or in any way use the Sunhub Marketplace or the Sunhub Platform, you represent that: (1) you have the capacity and authority to bind the SELLER on whose behalf you are acting to these Terms; and (2) that SELLER has read all of these terms and conditions, understands them, and agrees they are binding upon SELLER. If SELLER does not agree to these terms, do not click the box or button signifying acceptance and do not use the Sunhub Marketplace or the Sunhub Platform.
1. DEFINITIONS
As used herein, the following terms have the following meanings:
“SELLER Product” means any product or service that SELLER lists on the Sunhub Marketplace comprising of the Solar Trader Platform.
“SELLER Product Information” shall refer to materials such as photos, videos, logos, company or contact information, documentation, user manuals, product information or product descriptions or any other information, materials or access related to any SELLER Product as required by Sunhub to list such SELLER Product on the Sunhub Marketplace.
“Customer” means any prospective or actual customer of SELLER for the purchase of any SELLER Product, or which is otherwise generated as a result of the listing of a SELLER Product on the Sunhub Marketplace.
“Fees” “Fees” means the fees payable to Sunhub by SELLER hereunder or as further set forth in a Sales Contract Agreement between SELLER and Sunhub.
“Sunhub Marketplace” means the e-commerce platform, Solar Trader platform and digital store on the Sunhub Platform that allows SELLER to offer certain SELLER Products for sale.
“Sunhub Platform” or “Platform” means the e-commerce and product management platform made generally commercially available by Sunhub on a website or digital application owned and operated by Sunhub.
“Sales Contract Agreement” shall refer to the digital or written Agreement executed by SELLER and Sunhub for the Products listed and sold on the Sunhub Marketplace by SELLER. Solar Trader Platform generates a Sales Contract Agreement containing the Price and Terms negotiated on the platform in digital form if the offer and bid are accepted by SELLER or Customer on the agreed sales terms.
“Seller Agreement” shall refer to the digital or written Marketplace Seller Agreement executed by SELLER and Sunhub that SELLER must sign and agree to prior to the listing of specific SELLER Products on the Sunhub Marketplace.
2. ENROLLMENT AND SETUP
To access the Sunhub Solar Trader Platform and list SELLER Products on the Sunhub Marketplace, SELLER must complete the sign-up or registration process for the Sunhub Platform, which requires providing the profile information such as legal entity name and contact info, and details of SELLER Products, or otherwise providing any information requested by Sunhub for approval of the listing, including in a Seller Agreement.
3. PLATFORM AND MARKETPLACE ACCESS
During the Term (defined below), Sunhub will provide SELLER with access to the Sunhub Platform and will list SELLER Products for sale on the Sunhub Marketplace, subject to these Terms. Sunhub will also provide SELLER with a reasonable amount of technical assistance to use the Sunhub Platform. Fees set forth in the Seller Agreement are charged to SELLER in consideration of granting SELLER access to, and assisting SELLER's use of, the Sunhub Platform, and allowing SELLER Products to be listed on the Sunhub Marketplace.
4. SELLER PRODUCTS AND LISTINGS
SELLER will be solely responsible for determining which SELLER Products will be placed on the Sunhub Marketplace, subject to Sunhub’s approval.
SELLER will be solely responsible to set prices for its SELLER Products. The product listing on Sunhub Marketplace includes a Sunhub’s markup on the price set by SELLER. Customer will bid on the Sunhub marked up price, and Sunhub will communicate to SELLER via the platform Customer bids adjusting for the markup. Sale is only recognized on the price set or accepted by the SELLER via the platform between SELLER and Sunhub. Sales proceeds will be sent as per terms or upon receiving payment from Customer.
SELLER will provide accurate and complete SELLER Product Information for SELLER Products listed on the Sunhub Marketplace, and SELLER will promptly update SELLER Product Information as necessary to ensure it remains accurate and complete at all times.
Sunhub may remove or require SELLER to remove a SELLER Product, for any reason at its sole discretion, including if Sunhub determines that:
the selling of the SELLER Product is illegal or subject to regulatory limitations that would make its sale over the Sunhub Marketplace unlawful;
the SELLER Product yields unusually high return rates or Customer complaints; or
the sale of the SELLER Product may otherwise subject Sunhub to liability.
Sunhub is not required to monitor SELLER Products, and a failure by Sunhub to remove or require removal of a given SELLER Product is not a determination or representation by Sunhub that such product is lawful or compliant with these Terms.
SELLER maintains sole responsibility to provide any warning labels or other communications required by law to be presented to SELLER’s Customers in connection with the sale of any SELLER Products.
SELLER will ensure that SELLER Products and related SELLER Product Information provided on the Sunhub Marketplace:
Comply with all applicable laws, including but not limited to, any required warning under California Health & Safety Code Section 25249.6 (“Proposition 65 Warning”), and all minimum age, marketing and labeling requirements.
Do not contain any materials, products or services that (i) were not authorized by Sunhub; (ii) have been removed by Sunhub or that Sunhub has requested SELLER to remove, unless Sunhub has subsequently expressly permitted SELLER to reinstate such products or services on the Sunhub Marketplace; (iii) are counterfeit, deceptive, fraudulent, illegal or otherwise violate any third-party rights.
Sunhub may use mechanisms that rate, or allow Customers or other third parties to rate, SELLER Products and SELLER’s performance as a seller, and Sunhub may make these ratings and feedback publicly available.
5. SELLER PRODUCT SALES
Transactions for sales of any SELLER Products listed on the Sunhub Marketplace will be consummated between SELLER and Customer only. Sunhub serves as a broker in the transaction and creates independent contracts with both SELLER and Customer to maintain anonymity between parties to mediate the sale. SELLER shall be solely responsible, and shall bear all risk, with respect to sales of SELLER Products. Any concerns from Customer on SELLER Products as per matching terms agreed between Seller/Sunhub and Sunhub/Buyer will be relayed to SELLER to address.
Upon generation of any bid or expression of Customer interest for a SELLER Product on the Sunhub Marketplace or Sunhub Solar Trader Platform, SELLER will receive notification from Sunhub via the Sunhub Platform or other form of communication. It shall be SELLER’s sole responsibility to respond to any bid or inquiry, or to negotiate and execute any transaction for the sale of SELLER Products. Sunhub’s Solar Trader platform offers a chat module for quick communication between Sunhub and Customer.
Any sale of any SELLER Product to Customer will be reflected in a mutually executed or agreed written instrument generated by the platform between SELLER and Sunhub, and Customer and Sunhub.
SELLER is responsible for paying all sales tax and other taxes or liabilities arising from sale of SELLER Products.
All warranties, conditions and guarantees regarding the Products will be provided directly by SELLER to Customer and will be SELLER’s responsibility, not that of Sunhub, and will extend from the SELLER to the Customer directly.
SELLER, not Sunhub, will handle any requested refund by a customer. SELLER may set refund and return policies in SELLER’s discretion, but SELLER must comply with those policies for all sales made through listings on the Sunhub Marketplace. Refunds will not entitle SELLER to reimbursement or reduction of any Fees, shipping, tax, or other fees paid or payable to Sunhub in connection with the sale.
SELLER is responsible for any non-performance, non-delivery, mis delivery, theft, or other mistake or act in connection with the sale of SELLER Products. SELLER is also responsible for any nonconformity or defect in, any public or private recall of, product warranty claim for, or safety alert of, any SELLER Products or other products provided in connection with the SELLER Products. SELLER will notify Sunhub promptly as soon as SELLER has knowledge of any public or private recalls, or safety alerts of, SELLER Products or other products provided in connection with SELLER Products.
All sales of SELLER Products listed on the Sunhub Marketplace will be made in the United States to United States customers.
6.1 FEES SELLER PAYS TO SUNHUB
There are no fees for listing on the Solar Trader Platform if product listing is Seller managed. Unless otherwise agreed in a Seller Agreement, for SELLER product listings managed by Sunhub, Sunhub shall issue invoices to Commerce Partner for all Fees. All Fees payable to Sunhub are due and payable on the terms set forth in a Seller Agreement and as set forth on the applicable invoice.
6.2 SUNHUB PAYS SELLER FOR PRODUCT SALE TO CUSTOMER
A method of receiving payment is required to be on file for all SELLERs. Unless otherwise agreed by Sunhub and SELLER. Sunhub can make payment via ACH or similar means, upon receiving payment by Customer as per the terms of the sales contract agreement. SELLER shall keep all account or other payment information up to-date with Sunhub and shall provide immediate notice to Sunhub of any changes in SELLER’s account or payment information. All payments shall be made in U.S. dollars.
7.PRODUCT PROMOTION AND MARKETING
Sunhub may offer product promotion and marketing services for products and services offered on the Sunhub Marketplace. SELLER hereby grants Sunhub the right to market, promote and sell SELLER’s Products and use related SELLER Product Information in connection with such marketing and promotional activities on the Sunhub website and third-party sites.
8. SELLER’S ACCOUNT
SELLER’s account is only for use by the SELLER and any of its affiliates expressly authorized in a Seller Agreement. SELLER is prohibited from providing access to the Sunhub Platform to any third party, except to the limited extent necessary to enable SELLER’s own use of the Sunhub Platform. SELLER shall ensure that any such third party complies with these Terms and all terms of use of the Sunhub or Platform, and SELLER will be responsible for any acts or omissions by the third party. SELLER is solely responsible for maintaining the security of SELLER’s sign-in credentials and password for the Sunhub Platform. Sunhub may rely on any instructions given for SELLER’s account via a valid password and user ID.
9. TERMINATION
Upon any material breach of these Terms or the terms of any Seller Agreement by SELLER, Sunhub reserves the right to immediately terminate such Seller Agreement or access to the Solar Trader Platform.
Upon any expiration or earlier termination of a Seller Agreement or these Terms, all rights and obligations of the parties under these Terms and the Seller Agreement shall cease, except that the following Sections of these Terms shall survive such expiration or earlier termination: Fees SELLER Pays to Sunhub, Term and Termination, License to SELLER’s Materials, Privacy and Data Compliance, Representations, Indemnification, Disclaimers, Limitations of Liability, Confidentiality, and General.
10. LICENSE TO SELLER’S MATERIALS
SELLER hereby grants Sunhub a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, promote, market, perform, display, distribute, or otherwise exploit any and all SELLER Product Information in connection with any services provided by Sunhub in connection with these Terms or any Seller Agreement, and to sublicense the foregoing rights to Sunhub’s affiliates and operators of the Sunhub Platform and any Sunhub services; provided, however, that Sunhub will not alter any of SELLER’s trademarks from the form provided by SELLER (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with SELLER’s removal requests as to specific uses of trademarks; provided further, however, that nothing in this Agreement will prevent or impair Sunhub’s right to use SELLER Product Information without SELLER’s consent to the extent that such use is allowable without a license from SELLER under applicable law. SELLER represents to Sunhub that SELLER has the right to grant this license.
11. PRIVACY AND DATA COMPLIANCE
SELLER will comply with all applicable privacy, security and other laws, including, as applicable, the California Consumer Privacy Act, the California Privacy Rights Act, the Virginia Consumer Data Protection Act, and the European Union’s General Data Protection Regulation, and all other laws relating to Customer Data.
For California Residents in addition to the above terms: If SELLER is a California resident, the processing of certain personal data about SELLER may be subject to the California Consumer Privacy Act (“CCPA”). The CCPA gives SELLER certain rights with respect to the processing of SELLER’s personal data (known as “personal information”, as described in the CCPA).
12. REPRESENTATIONS
Each of SELLER and Sunhub, represents, and warrants to the other that for itself and all of its affiliates:
it is duly organized and validly existing entity in good standing under the laws of the locality in which its business is registered;
it has all requisite right, power, and authority to enter into any Seller Agreement and these Terms, and to perform its obligations hereunder;
it is not (A) subject to sanctions, including, but not limited to, any economic sanctions imposed by the United States, including OFAC, the United Nations, the European Union, Her Majesty’s Treasury of the United Kingdom or other countries, (B) designated on any list of prohibited or restricted parties on the lists maintained by the United Nations Security Council, the U.S. Government (such as the U.S. Department of the Treasury’s specially designated nationals list and foreign sanctions evaders list, and the U.S. Department of Commerce’s Entity List), or other applicable government authority, and (C) does not conduct any business activity in, or with counterparties in, an OFAC-sanctioned country or region, or with parties that are otherwise the target of sanctions administered by OFAC, the U.N., the U.K, EU, or other applicable authority;
It will not (and each of its respective employees or subcontractors will not) take any action, or use or spend any funds, regardless of source, in violation of the laws of the United States of America or any other applicable country or jurisdiction, including, but not limited to, the payment of bribes, kickbacks, political contributions or other prohibited payments, and that it understands and agrees to abide by the provisions of the United States Foreign Corrupt Practices Act, as amended; and it will abide by all applicable laws and regulations in its performance of these Terms and any Seller Agreement.
SELLER further represents that SELLER Products, any use of the Sunhub Platform or Sunhub Marketplace, including listing SELLER Products, and the sale of SELLER Products to Customers, shall not violate any law, ordinary, rule, regulation, order, license, permit, judgment, or other requirement, now or in the future in effect, of any governmental authority of competent jurisdiction, and will not infringe or violate the rights of any third party, including any patent, copyright, trademark, domain name, moral trade secret right, or any other intellectual property right arising under the laws of any jurisdiction.
13. INDEMNIFICATION
SELLER shall indemnify, defend and hold harmless Sunhub, its affiliates, and Sunhub’s and its affiliates’ respective officers, directors, employees, representatives, and agents from any claim, loss, damage, settlement, cost, expense, or other liability, including, without limitation, reasonable attorneys’ fees, (individually and collectively, a “claim”) arising from or related to:
SELLER Products (including their offer, sale, delivery, and fulfillment), SELLER Product Information, any actual or alleged infringement of any intellectual property rights by any of the foregoing, any breach of these Terms or any Seller Agreement, and any taxes payable by SELLER;
Any breach by SELLER of any representation, warranty, covenant, or agreement contained in these Terms or any Seller Agreement;
Any negligent or more culpable action or inaction of SELLER, to the extent of its negligence or greater culpability;
Any personal injury, death, or property damage related to any SELLER Products;
SELLER’s violation of any law or the rights of any third party; and
SELLER’s data uploaded to the Sunhub Platform or Sunhub Marketplace, whether uploaded by or on behalf of SELLER.
If any claims are asserted against Sunhub pursuant to this Section, then Sunhub will give SELLER reasonable notice of any claim and allow SELLER control of the defense of the claim. Sunhub may participate in that defense at its own expense. SELLER may not consent to the entry of any judgment or enter into any settlement of a claim without Sunhub’s prior written consent, which consent may be withheld in Sunhub’s sole discretion, unless the settlement releases Sunhub of all liability and requires Sunhub to pay no amounts and make no admissions.
14. DISCLAIMERS
THE SUNHUB PLATFORM, MARKETPLACE, WEBSITE, AND E-COMMERCE SERVICES, AND INFORMATION MADE AVAILABLE ON OR PROVIDED IN CONNECTION WITH THE SAME, AND ANY SERVICES IN CONNECTION THEREWITH (“SERVICES”), ARE PROVIDED “AS-IS”. AS A USER OF THE SERVICES, SELLER USES THE SERVICES AT ITS OWN RISK. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, AND UNLESS OTHERWISE EXPRESSLY SET FORTH HEREIN, SUNHUB DISCLAIMS: (I) ANY REPRESENTATIONS OR WARRANTIES REGARDING THE TERMS OR ANY SELLER AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT; (II) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; (III) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM SUNHUB’S NEGLIGENCE. SUNHUB DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICES WILL MEET SELLER’S REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED, OR ERROR FREE, AND SUNHUB WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF ANY TRANSACTIONS.
BECAUSE SUNHUB IS NOT INVOLVED IN TRANSACTIONS OR SALES BETWEEN CUSTOMERS AND SELLER, IF A DISPUTE ARISES BETWEEN ONE OR MORE SELLERS AND CUSTOMERS ARISING OUT OF OR RELATED TO ANY SUCH TRANSACTIONS, SELLER RELEASES SUNHUB (AND ITS AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
15. LIMITATIONS OF LIABILITY
SELLER AGREES THAT IN CONNECTION WITH ANY AND ALL SERVICES PERFORMED BY SUNHUB PURSUANT TO THESE TERMS OR ANY SELLER AGREEMENT, SUNHUB WILL NOT BE LIABLE FOR THE ACTS OF THIRD PARTIES, INCLUDING SELLER’S CUSTOMERS, OR LIABLE FOR COST OF COVER, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO THESE TERMS, ANY SELLER AGREEMENT, OR ANY BREACH THEREOF, REGARDLESS OF (A) WHETHER THE DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT SUNHUB WAS ADVISED OF THE POSSIBILITY OF THE DAMAGES, AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE) ON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
SELLER FURTHER AGREES THAT SUNHUB’S LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR ANY SELLER AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNTS PAID TO SUNHUB BY SELLER FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM.
16. CONFIDENTIALITY
During the course of SELLER’s use of the Sunhub Platform or Sunhub Marketplace, SELLER may provide Sunhub with information relating to its company or unreleased SELLER Products that is confidential (“SELLER Provided Confidential Information”). SELLER Provided Confidential Information excludes any information provided via the Sunhub Platform for display to customers or users. Sunhub will use SELLER Provided Confidential Information as is reasonably necessary to provide SELLER access to and functionality with the Sunhub Platform and/or perform and enhance the services, except as may be required by law.
During the course of SELLER’s provision of the services, Sunhub may provide SELLER with information relating to pricing, fees, or other information generated by the Sunhub Platform, or other confidential information (including confidential information of third parties) in connection with Sunhub’s services (“Sunhub Provided Confidential Information”), excluding only information generally publicly available. All documents and other tangible or intangible information containing or representing Sunhub Provided Confidential Information and all copies thereof which are in SELLER’s possession shall be promptly returned to Sunhub upon request (or destroyed/deleted, if so requested) or termination of these Terms or any Seller Agreement, including providing a certification in writing if so requested by Sunhub in full satisfaction thereof within five (5) business days after request. Sunhub Provided Confidential Information includes fees payable from SELLER under these Terms. SELLER will use Sunhub confidential information only as is reasonably necessary to use the Sunhub Platform or as specifically instructed by Sunhub in connection with its services, and SELLER will not disclose it to any third party, except as SELLER may be required by law.
If SELLER provides any suggestions, or ideas for improvements, for the Sunhub Platform or Sunhub Marketplace, Sunhub will be free to use such information. If Sunhub provides SELLER with suggestions for SELLER Provided Materials or SELLER Products, SELLER will be free to use such information, provided that this right to suggestions does not represent a license under any patents or copyrights.
17. MARKETING AND PROMOTIONAL MATERIALS
Each Party shall include the name of the other Party, including its logo, on or in connection with the following promotional materials, as such Party deems appropriate: (i) its website, if such Party also includes the names or logos of other companies; (ii) promotional and marketing materials; (iii) investor presentations or sales decks; (iv) press releases; and (v) other similar promotional materials. Each Party permits the other Party to use its name, logo and/or trademark in connection with the foregoing promotional materials, subject to any reasonable restrictions that may be communicated to the other Party. Any Party’s use of the other Party’s name and logo for use in the promotional materials defined in this Section must be approved by the other Party. Each Party reserves the right to require the other Party to remove its name and logo from promotional materials at any time by providing written notice.
18. GENERAL
Prohibited Use of Sunhub Software. SELLER will not, and will not enable or assist any third-party to: (i) attempt to reverse engineer (except as permitted by law), decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Sunhub Platform; (ii) modify, translate, or create derivative works based on the Sunhub Platform; (iii) make the Sunhub Platform (or any derivative work thereof) available to, or use the Sunhub Platform (or any derivative work thereof) for the benefit of anyone other than SELLER and its end customers; (iv) sell, resell, license, sublicense, distribute, rent or lease the Sunhub Platform to any third-party; (v) publicly disseminate information from any source regarding the performance of the Sunhub Platform; (vi) introduce any virus, worm, spyware or any other computer code, file or program that may or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment, or any other aspect of the Sunhub Platform or Sunhub websites or operation thereof; (vii) scrape, spider, use a robot or other automated means of any kind to access the Sunhub Platform or Sunhub websites; or (viii) attempt to create a substitute or similar service through use of, or access to, the Sunhub Platform.
Force Majeure. Sunhub will not be liable for any losses, damages, delays, or nonperformance (including, but not limited to, delay or failure to provide access to or functionality of the Sunhub Platform), resulting from circumstances beyond the control of Sunhub, including, but not limited to: (i) acts of God, including flood, epidemic, pandemic, earthquake, storm, hurricane, power failure or other natural disaster; (ii) war, hijacking, robbery, theft or terrorist activities; (iii) embargoes; (iv) civil commotions or riots; (v) acts, breaches of contract or omissions by SELLER; (vi) acts by any government or any agency or subdivision thereof; (vii) strikes, lockouts or other labor conflicts; or (viii) cyber-attacks, information security and data breaches caused by third parties, failure of cloud services, or failure of a utility service or transport network including reduction in bandwidth.
Independent Contractors. SELLER and Sunhub are independent contractors, and nothing in these Terms will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Parties. There are no third-party beneficiaries under these Terms.
Governing Law. These Terms and any Seller Agreement will be governed by the laws of the Commonwealth of Kentucky, without reference to its conflict of laws rules, and will not be governed by the convention on contracts for the international sale of goods.
Dispute Resolution. Any controversy, claim, action, litigation, or proceeding of any kind arising out of or relating to these Terms or any Seller Agreement, or the breach thereof, shall be brough in the state or federal courts located in Jefferson County, Kentucky. SELLER and Sunhub irrevocably and unconditionally submit to the exclusive jurisdiction of such courts.
Successors and Assigns. These Terms and any Seller Agreement shall be binding on, and shall inure to the benefit of, both SELLER and Sunhub as well as their respective successors and permitted assigns. SELLER may not assign, transfer, or delegate any or all of its rights or obligations under these Terms or any Seller Agreement, unless prior written notice to Sunhub is provided and the assignment, transfer, or delegation is to a successor of all or substantially all of the assets of such party through merger, reorganization, consolidation or acquisition. No assignment shall relieve SELLER of any of its obligations hereunder.
Notice. Any notice provided by Sunhub under these Terms or any Seller Agreement may be provided via a notice to the administrator for your account via the Sunhub Platform. Any notice from SELLER pursuant to these Terms or any Seller Agreement must be provided to legal@Sunhub.com.
Insurance. SELLER must at all times maintain sufficient insurance from a reputable insurer, with reasonable and customary limits of liability for the nature of SELLER’s business and SELLER Products, and sufficient to cover any and all claims of any kind or nature for damage to property or personal injury, including death, made by anyone, that may arise from activities performed or facilitated by you pursuant to this these Terms or any Seller Agreement. Upon Sunhub’s request, SELLER will provide proof of such insurance.
Miscellaneous
To the extent that any provision of these Terms or any Seller Agreement may be held invalid or unenforceable by a court of competent jurisdiction, such provision shall become ineffective as to all matters within the jurisdiction of that court. The court’s holding, however, shall not be treated as affecting the validity or enforceability of any other provision of these Terms or any Seller Agreement, nor as affecting the validity or enforceability of any part of these Terms or any Seller Agreement in other jurisdictions.
Sunhub may perform any of its obligations or exercise any of its rights under these Terms or any Seller Agreement through one or more of its affiliates.
The failure of either SELLER or Sunhub to exercise any provision of these Terms or any Seller Agreement, or delay in exercising any provision of these Terms or any Seller Agreement, will not operate as a waiver of any provision. Any waiver must be expressly stated in writing and such express waiver will not act as a future waiver unless otherwise expressly stated.
Unless otherwise expressly set forth herein, all remedies available to either party for breach of these Terms or any Seller Agreement are cumulative and may be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed an election of such remedy to the exclusion of other remedies.
The captions and headings set forth in these Terms are for convenience only. They shall not be considered a part of the Terms, nor affect in any way the meaning of the Terms.
These Terms, and the terms of any Seller Agreement, represent the entire agreement and understanding of the Parties with regard to their subject matter. No prior understanding or agreements of the Parties, whether written or oral, nor any course of conduct of the Parties before or after the date of application of these Terms to SELLER, shall have the effect of modifying the Parties’ rights and obligations under these Terms or any Seller Agreement in any way.