Our Terms and Conditions

Agreement

When you use our Website or Services in any way, you agree to follow these Terms of Service and the other terms that we include below (together, the “Terms”). If you don’t agree with the Terms, then please don’t use our Website or Services. If you are using our Website or Services for a company, organization, government, or other legal entity, you confirm that (a) you have the authority to do so, (b) the entity agrees to follow the Terms, and (c) neither you nor the entity are prevented from using the Services or agreeing to the Terms by the laws of the jurisdiction.

Scope

This section explains what these Terms cover and what they don't cover. These Terms apply to your use of our Website and our Services. Our Website is the online platform that we provide to help you create and manage your online store. Our Services are the features and functions that we offer through our Website, such as hosting, design, payment processing, analytics, marketing, and customer support. These Terms do not apply to any products or services that are not provided by us, but by other parties. These are called Third-Party Products. For example, if you use a third-party app, plugin, theme, or payment gateway on your online store, those are Third-Party Products. You need to follow the terms of service of those third-party providers when you use their products or services. We are not responsible for any issues or damages that may arise from your use of Third-Party Products.

Other Terms that Apply

When you use our services, you also agree to follow these additional rules and agreements (“Other Terms”) that are part of the Terms:

Privacy Policy: This explains how we collect, use, and protect your personal information and data.

Acceptable Use Policy: This tells you what you can and cannot do with our services, and how we handle violations.

API Terms: This applies if you use our application programming interface (API) to connect your store or app with our platform.

Fees and Billing Terms: This covers the fees and charges for using our services, and how we bill and refund you.

Infringing Materials Protocol: This describes how we deal with claims of intellectual property infringement on our platform.

Jurisdiction-Specific Terms: This contains additional terms that apply to you based on your location or the location of your customers.

Merchant-Client Terms: This applies if you are a merchant who hires a third-party service provider or developer to help you with your store or app.

Mobile App Terms: This applies if you use our mobile app to access or manage your store or app.

Store Terms: This applies if you create or run an online store or app using our platform.

Data Processing Addendum: This applies if you process personal data of individuals in the European Economic Area (EEA), the United Kingdom (UK), or Switzerland using our services.

Definitions

What do these words mean?

When you sign a form or place an order with us to buy our Services, we call it an "Order Form" or "Order". These Terms are part of that agreement.

"Services" means everything that Kommerce Hub offers you on our Website or as described in your Order. This includes our products, services, and materials that help you create and manage your online store.

Sometimes we may link to or use other people's information, websites, products, services, or materials on our Website or Services. We call them "Third-Party Products".

"Website" means our online platform at https://www.khub.biz/ and any other websites or webpages that we own or operate and that you can access through it. It also includes the Account control panel where you can manage your settings and preferences. When we say "Website", we mean the Kommerce Hub website at https://www.khub.biz/ and all the other websites and webpages that you can access from there or given to you as package with domain name ‘Khub’ or the e-commerce store that is assigned to your store, including the Account control panel.

Who can use our services and Age limitations:

You must be an adult and able to sign legal contracts to use our services and website. This means you must be at least 18 years old or older, depending on where you live. If you are not an adult, please do not use our services or access our website.

You need to create an account with us to use our services. You will give us your real and current information when you sign up for an account and keep it updated. You will also choose a username and password for your account. We can refuse or cancel your account if you break these terms or our acceptable use policy.

How to keep your account and payment information safe:

You are responsible for keeping your account and password secure and for all the services you order, access, or use with your account and password. You will not share your account or password with anyone else.

We are responsible for keeping your credit card information safe when we have it. We follow the rules and standards of the Payment Card Industry Data Security Standards (“PCI”). You promise that you will follow the PCI rules and standards that apply to you and your use of our services.

We will provide a safe environment (including appropriate technical, physical and organizational security measures and safeguards) for customer data that is stored and processed through our standard checkout (“Customer Data”) to protect Customer Data from unauthorized access and use. We have a certificate that shows we follow the Payment Card Industry Data Security Standard. Here is a possible rewrite of the clause in simple words:

Who can use our service:

We make sure that our service is safe and secure for you to use. We follow the rules of the Payment Card Industry Data Security Standard. This means that we protect your credit card data when you use our service. We will keep doing this as long as you follow these conditions: (i) you do what we tell you in our documents and messages, and (ii) you use our checkout system without changing it in any way. If you don't follow these conditions, we are not responsible for any problems or losses that may happen because of your credit card data. For example, if you change our checkout system or use a different payment provider, you are on your own. You have to make sure that you are following the rules of the Payment Card Industry Data Security Standard. You can use our service to store and process credit card data safely. We follow the Payment Card Industry Data Security Standard (PCI DSS) to protect your data. However, you need to follow some rules to keep your data secure (each a “PCI Compliance Rule”): (i) you follow our instructions and notifications in our documentation and product, and (ii) you use our checkout environment without changing it except through our control panel. If you don't follow these rules, we are not responsible for any unauthorized use of your data or any penalties for not complying with PCI DSS. For example, if you change the checkout environment with apps or developers, use a checkout environment that we don't provide, or use a payment provider that we don't support, you are solely responsible for keeping your data secure and complying with PCI DSS.

Restrictions on Use:

You are paying for a service, not a software. These Terms do not give you any rights to the software that we use to provide the service. You agree not to do any of the following, unless you have our written permission or the law allows you to do so: try to figure out how the software works by looking at its code, structure, ideas or algorithms; change, translate or make new versions of the software or any part of it; copy (except for backup purposes), share, sell or transfer the software or any part of it to anyone else; use the service or any part of it for anyone else's benefit; or remove any notices or labels that show who owns the software.

Intellectual Property:

User Content.

License. You own the content you provide to Kommerce Hub and we do not claim any rights over it. However, by providing content using the Services (directly or indirectly), you allow us to use, copy, modify, distribute, and display your content or associated with your store in any way we need to provide the Services, in any media known now or developed in the future. This permission is non-exclusive, worldwide, royalty-free, and can be transferred to others by us.

Representations and Warranties. You are responsible for the content you provide and you guarantee that you have all the necessary rights to do so and to meet your obligations under these Terms. You guarantee that your content is accurate and does not infringe any intellectual property rights of any third party. Kommerce Hub is not liable for any content provided by you or any third party and does not monitor or endorse such content.

Our Content:

Don't copy us. We give you permission to use our Website and Services according to these Terms. This permission does not include any other rights that we have not given you in writing. You cannot use, copy, or pretend to be us or our brand without our written consent. If you use our brand with our consent, you agree that it belongs to us and not to you.

We own everything. We and/or our partners own the Website and Services and everything in them or related to them, such as software, documents, images, videos, logos, designs, and other materials. We also own any changes or improvements we make to them. These materials are protected by intellectual property rights, which means they are legally ours. You cannot claim any rights or ownership over these materials, except for the right to use the Services according to these Terms and for as long as you pay for them.

Feedback. You may share your thoughts, opinions, suggestions, or advice with Kommerce Hub about how you use our Services (collectively, "Feedback"). If you give us Feedback, you agree that Kommerce Hub can use, copy, share, change, improve, or create new things based on your Feedback (or any part of it), without paying you anything or asking for your permission. We can do this in any way, format, medium or application now or in the future. We can also let others use your Feedback for any purpose that we think is appropriate (including, for example, making your Feedback part of any technology, product or service) . This means that we can make changes to our service or products based on your Feedback, and we can share or sell them to anyone without paying you or asking for your permission. We can also change or create new things based on your Feedback. You also agree that you will not claim any rights to your Feedback or try to stop us from using it. Your Feedback is very valuable to us, but we are not obligated to use it or follow it.

Indemnification:

You agree to protect, pay for, and not hold Kommerce Hub and its suppliers and affiliates, and the people who work for or with them, responsible for any and all problems, losses, costs or legal fees (including, but not limited to, reasonable fees for lawyers and courts) that happen because of or are related to your breaking any of these Terms, the User Content, or using the Services by you or anyone else (who you allowed, let or helped to use the Services), unless those problems are directly caused by Kommerce Hub’s own very bad or intentional actions. Kommerce Hub has the right, but not the obligation, to pay for and handle any legal issues that you would otherwise have to deal with under this section. This Responsibility for Damages Section will not end even if these Terms end or expire.

Communication Platforms:

1. No Guarantee: Kommerce Hub does not promise or guarantee anything about the quality, accuracy, or reliability of any forums, blogs, private messages, emails, or other electronic communication platforms that are part of or related to the Services (collectively, "Communication Platforms") or of any information or materials shared on the Communication Platforms. You are responsible for your own use of, or trust in, any such information or materials.

2. Your Content: You must follow the Acceptable Use Policy when you post any information, content, or materials to a Communication Platform. Kommerce Hub is not required to monitor the Communication Platforms, but may choose to do so and may remove, move, or edit any information or materials on the Communication Platforms that it deems inappropriate or unacceptable.

How to Settle Disputes with Kommerce Hub:

What this clause means: This clause explains how you and Kommerce Hub can resolve any problems that may come up between us. Kommerce Hub is the company that provides you with the SAAS e-commerce platform and other services. This clause covers these Terms and any other agreement you may have with Kommerce Hub.

How to settle disputes: Instead of going to court and having a judge or jury decide your case, you and Kommerce Hub agree to use arbitration. Arbitration is a way of solving disputes privately and quickly with the help of a neutral person called an arbitrator. The arbitrator will listen to both sides and make a final decision that both sides have to follow.

What you give up by agreeing to arbitration: By choosing arbitration, you give up your right to sue Kommerce Hub in court and to have a judge or jury hear your case. You also give up your right to join or represent other people in a lawsuit against Kommerce Hub (such as a class action).

If you have any problem or disagreement with us about our service, we will try to solve it by talking to each other. If that does not work, we will use a process called arbitration instead of going to court. Arbitration is a way of resolving disputes by having an impartial person (called an arbitrator) decide what is fair and reasonable. The arbitrator's decision is final and binding, and you cannot appeal it to a court. The arbitrator has to follow this agreement and can order the same things that a court can order (such as paying money or stopping certain actions).

We use the word "Dispute" to mean any kind of problem or disagreement between you and us that relates to our service. It does not matter what kind of law or theory the problem is based on, or when it happened or might happen. It also includes any questions about whether this agreement is valid, enforceable or covers a certain issue (except for the part about not suing each other in a class action, which is explained below).

We agree that, unless we say otherwise below, any and all disputes will be resolved by arbitration and not by court. This means that you give up your right to have a judge or jury hear your case, and to appeal the arbitrator's decision.- How to opt-out of arbitration: If you don't want to use arbitration, you can opt-out of this clause. That means you can keep your right to sue Kommerce Hub in court and to have a judge or jury hear your case. To opt-out, you must send us a written notice within 30 days of accepting these Terms. The notice must include your name, address, phone number, email address, and a clear statement that you want to opt-out of arbitration. You can send the notice by mail or email to:

Kommerce Hub, Inc.

Attn: Legal Department

1202 Tech Blvd Suite 200 A

Tampa FL 33612

info@ikhub.biz

If you or Kommerce Hub have a dispute that is not resolved by talking to each other, you can choose to have the dispute settled by arbitration. Arbitration is a way of resolving disputes without going to court. An arbitrator is a neutral person who listens to both sides and makes a decision that is legally binding.

You or Kommerce Hub can start the arbitration process by contacting one of these two organizations: the American Arbitration Association (AAA) or JAMS. They have their own rules and procedures for arbitration, which you can find on their websites. You and Kommerce Hub agree to follow those rules and procedures. You also agree that the arbitration will be done by one arbitrator, not by a group or a class of people. The arbitrator will decide all the issues related to the dispute, including whether this arbitration agreement applies or not.

If you have a dispute with us that we cannot resolve informally, you agree to use arbitration to settle it. Arbitration is a way of resolving disputes without going to court, by using a neutral third party called an arbitrator. Depending on the arbitration provider you choose, different rules and procedures will apply. You can choose either the American Arbitration Association (AAA) or JAMS as your arbitration provider. You can find their rules and procedures on their websites. If there is any conflict between their rules and this agreement, this agreement will prevail. You also agree that you will not join or start any class action, representative action, or collective action against us, and that you will only arbitrate your dispute on an individual basis.

When You Can Go to Court Instead of Arbitration/How to Opt Out: Sometimes, you or Kommerce Hub may want to take a Dispute to court and not to arbitration. This can happen if (a) the Dispute is small enough that you can file it in a small claims court or a similar court in your area; or (b) you tell us within 30 days from the date that you agree to this contract (the “Opt-Out Deadline”) that you do not want to use arbitration for any Dispute. You can opt out of this arbitration section by sending us a letter to

Legal Department

Kommerce Hub, Inc.

1202 Tech Blvd Suite 200 A

Tampa FL 33612

Your letter must include (1) your name, (2) your address, and (3) a clear statement that you do not want to resolve any Dispute with Kommerce Hub through arbitration. Your choice to opt out will not affect your relationship with Kommerce Hub. Any opt-out request that we get after the Opt-Out Deadline will not be valid and you will have to use arbitration or small claims court for your Dispute.

What the Arbitrator Can Do: The arbitrator can only give relief to you or Kommerce Hub that is allowed by the law and that is related to the Dispute. The arbitrator cannot give relief to anyone else who is not part of the arbitration. The arbitrator’s decision will be in writing, will have the arbitrator’s signature, and will explain all the questions that the arbitrator had to answer to decide the Dispute. The arbitrator’s decision will be final and binding on you and Kommerce Hub, unless there is a right to appeal under the law, and you or Kommerce Hub can enforce it in any court that has authority over you or Kommerce Hub.

Where to Arbitrate: If you want to start an arbitration, you can do it in the same area where you live or work, as long as it is in the same country as Kommerce Hub. If Kommerce Hub wants to start an arbitration, it can only do it in the same area where you live or work or where you pay your bills for your account.

Who Pays for Arbitration: Kommerce Hub will cover the fees and costs for starting and running the arbitration if you ask us to do so before the arbitration begins. You will have to pay for any other expenses that you have in the arbitration, such as lawyers or experts. The arbitrator may decide who should pay for these expenses based on the law. If you try to resolve the dispute with Kommerce Hub before going to arbitration and the arbitrator decides that you win the case, you can ask Kommerce Hub to pay for your reasonable lawyer's fees and costs.

No Class Action: You and Kommerce Hub agree that you will not join your claims with other people's claims or take part in any group lawsuit against each other. The only exception is if you and Kommerce Hub both agree to do so in writing after the arbitration starts. You also agree that you cannot be a representative or a member of any group lawsuit against Kommerce Hub unless you follow the opt-out process above.

Giving Up Some Rights: You understand and agree that by choosing this Arbitration Agreement, you and Kommerce Hub are giving up some rights that you would have if you went to court. For example, you and Kommerce Hub will not have a jury trial or a chance to appeal the arbitrator's decision. Also, some types of evidence may be more limited in arbitration than in court.

If any part of this agreement about arbitration (except the part about not suing us as a group) is illegal or not valid, that part will be removed from this agreement, and the rest of this agreement will still be valid and enforceable. If the part about not suing us as a group is illegal or not valid, then this whole agreement about arbitration will not be valid, and you can take us to court if you have a dispute with us.

This agreement about arbitration will still apply even if you stop using our service or end your contract with Kommerce Hub.

Compliance with Laws and Regulations:

You agree to comply with all applicable laws and regulations when using our Services and Website, including but not limited to:

You will not engage in or facilitate any corrupt, improper, or illegal activities, such as bribery, kickbacks, money laundering, terrorist financing, fraud, or sanctions violations (including, but not limited to, those under the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.S. domestic bribery statute in 18 U.S.C. 201, the U.S. Travel Act, or the UK Bribery Act 2010) (“Applicable ABAC Laws”);

You will not use or access our Services or Website in any way that violates Applicable ABAC Laws.

You will not directly or indirectly (through third parties) give or receive any money, gift, hospitality, entertainment, favour, financial advantage, or other thing of value to or from any individual, organization, political party, or entity whether in the public or private sector in any country for the purpose of obtaining, retaining, or influencing regulatory approvals, licenses, permits, business, contracts, investments, sales, tax or duty assessments, import or export clearances, foreign exchange clearances, or other benefits.

You agree to follow all the rules in this section about Anti-Corruption, Export and Sanctions Compliance. These rules apply to you and anyone who works for you or with you, such as your employees, managers, agents, contractors, vendors, and partners (we call them "Relevant Parties"). You promise that you and your Relevant Parties:

Have not broken and will not break any laws that forbid bribery, corruption, kickbacks, money laundering, terrorist financing, sanctions, embargoes, export controls, import controls, fraud, or any other similar laws (we call them "Applicable ABAC Laws");

Have not used and will not use the Services or the Website in a way that goes against Applicable ABAC Laws; You agree that you and your Relevant Parties will not do any of the following things for any unlawful or unethical purpose:

• Give or receive any money, gift, favour, or anything else of value to or from anyone, including government officials, political parties, or private entities, in any country;
• Ask for or accept any money, gift, favour, or anything else of value from anyone in exchange for regulatory approvals, licenses, permits, business, contracts, investments, sales, tax or duty assessments, import or export clearances, foreign exchange clearances, or any other benefits;
• Make sure that your Relevant Parties follow all the rules in this section about anti-corruption, export and sanctions compliance.

You agree that you and your related parties and customers will not:

• Be from or act on behalf of Iran, Cuba, North Korea, Syria, the Crimea Region of Ukraine, or any other country or region that is subject to comprehensive U.S. sanctions;
• Be on any list of sanctioned, blocked, criminal, or debarred persons maintained by any U.S. or non-U.S. government, the European Union, Interpol, the United Nations, the World Bank, or any other public international organization;
• Be owned or controlled by, or act for or on behalf of, any person or entity on such a list;
• Be otherwise subject to any sanctions, suspensions, embargoes or debarment by the U.S. government or any other government or public international organization.

You agree that you will obtain all necessary export/sanctions licenses or authorizations to the extent applicable and necessary.

You agree that you will implement an effective, risk-based compliance program and necessary internal controls to ensure compliance with applicable anti-bribery and anti-corruption laws and this section of the agreement.

You agree that you will obtain all necessary export/sanctions licenses or authorizations to the extent applicable and necessary. You agree that you will implement an effective, risk-based compliance program and necessary internal controls to ensure compliance with applicable anti-bribery and anti-corruption laws and this section of the agreement.

If Kommerce Hub gives you a Company Associate Compliance Guide, you must read it and follow it; and You must work with Kommerce Hub to

• comply with any laws that apply to your business, such as sanctions, embargoes, and anti-bribery and anti-corruption laws (ABAC Laws) and/or
• investigate and fix any violations of these laws, including, but not limited to, stopping or ending the supply of products or services to customers or other people who are on a Sanctions List or are subject to sanctions or other restrictions.

If you break any of these terms or representations, you will be in serious breach of these Terms, and Kommerce Hub can end these Terms without any liability or obligation to you. Kommerce Hub can also ask you to pay for any damages caused by your breach and/or seek a court order to stop you from further violating these Terms or the law.

CGA Terms.

1. Changes: Kommerce Hub may change these Terms at any time. If we do, we will send you an email and post the updated Terms on our Website. You agree to the changes by continuing to use our Website or Services after we notify you. The changes will only apply from the date we post them on our Website.

2. Term & Termination:
Term: You can use our Services for as long as you have a valid subscription or Order Form, unless you cancel it or we end it. You can cancel your subscription at any time. These Terms will end when you cancel all of your subscriptions. We may end these Terms or your subscription(s) at any time, for any reason, by letting you know in writing. We are not responsible for any loss or damage that may result from ending these Terms or your subscription(s). When these Terms end, you will lose access to all of your subscriptions.

What happens when these Terms end: These Terms can end by either you or Kommerce Hub for any reason, or when your Services subscriptions are cancelled or expired. When that happens:

• Kommerce Hub will stop providing the Services to you;
• you will not get any refunds of any subscription or usage fees, or any other fees, for any part of the time;
• you will have to pay Kommerce Hub any fees that you owe right away; and
• Kommerce Hub may delete your data that is stored on their servers within 30 days. Some parts of the Terms will still apply even after they end, such as the parts about confidentiality, indemnification, warranty disclaimers, and limitations of liability.

3. Limitations of Liability:

What damages are not covered: Kommerce Hub and its suppliers and affiliates are not responsible for how you or your users use the website, software, or services and will not have to pay for any damages that are indirect, consequential, incidental, punitive, extraordinary, exemplary or special. This includes, but is not limited to the following damages, unless the law says otherwise: loss of use, business interruptions, loss of data, loss of profits, and lost revenue. It does not matter if these damages are claimed in tort, contract or any other way, or if Kommerce Hub knew or should have known about the possibility of such damages.

Limitation of liability: You agree that Kommerce Hub and its suppliers and affiliates are not responsible for any damages that may arise from your use of the services, whether direct, indirect, incidental, or consequential. The maximum amount that Kommerce Hub and its suppliers and affiliates will pay you for any claims related to the services is the total amount of fees that you paid to Kommerce Hub for the services in the 12-month period before the claim arose.

Claims and time limits: You cannot combine multiple claims to increase the amount of liability. You must file any claim or lawsuit related to the website, software, or services within one (1) year after it occurs, otherwise you will lose the right to do so.

Jurisdictions and limitations: Some laws may not allow us to exclude or limit our liability for certain damages, such as fraud, wilful misconduct, gross negligence, death, or personal injury. If these laws apply to you, then some or all of the above limitations may not apply to you. In that case, we will limit our liability to the extent allowed by law. This section will remain in effect even if these terms are terminated or expired.

4. Disclaimers:

General: You use the website, software, and services at your own risk. We provide them “as is”, “as available” and “with all faults”. We do not make any promises or guarantees about their quality, reliability, accuracy, security, or suitability for your needs. We disclaim all warranties, conditions, representations, whether statutory, express or implied, including, without limitation, any implied warranties, conditions and representations of title, merchantability, fitness for a particular purpose, and non-infringement.

Simplified: We do not guarantee that our website, services, or software will work perfectly in every situation, or that they are complete, accurate, or free of errors. We are not responsible for any other websites, services, or products that you may access through our website, services, or software. We do not endorse, authorize, sponsor, or affiliate with any third-party products that we may offer or mention in connection with our services or website.

Third-party products: If we offer or mention any third-party products in connection with our services or website, it does not mean that we approve of, support, or associate with those products. You are responsible for deciding whether to use or purchase any third-party products at your own risk.

Legal, tax, financial, other communications: Any information or advice that we provide to you through our website, services, or software is for general purposes only and does not constitute personal, legal, tax or financial advice. You should not rely on it without consulting a professional who can advise you based on your specific situation. We do not make any warranties, conditions, or representations about the information or advice that we provide to you.

Jurisdictions; limitations: These disclaimers apply to the maximum extent allowed by law and will remain in effect even if you stop using our services or website. Some places may have different laws that do not allow us to limit or exclude some of our responsibilities or liabilities. In those cases, our disclaimers will be limited or excluded as much as the law allows in those places.

Our website, services, and software may have some problems or limitations that affect their performance, completeness, accuracy, or reliability. We are not liable for any other websites, services, or products that you may use or buy through our website, services, or software. We do not have any relationship with or endorsement of any third-party products that we may offer or mention in relation to our services or website.

Third-party products: We may offer or mention some products from other companies in relation to our services or website. This does not mean that we recommend, support, or partner with those products. You are responsible for choosing whether to use or buy any third-party products at your own risk.

Legal, tax, financial, other communications: Any information or advice that we give you through our website, services, or software is for general purposes only and does not replace personal, legal, tax or financial advice. You should not depend on it without consulting a professional who can help you based on your specific situation. We do not guarantee the quality, accuracy, or suitability of the information or advice that we give you.

Jurisdictions; limitations: These disclaimers apply as much as the law allows and will continue to apply even if you stop using our services or website. Some places may have different laws that do not let us limit or exclude some of our responsibilities or liabilities. In those cases, our disclaimers will be limited or excluded as much as the law allows in those places.

Sharing Confidential Information with Others: Sometimes, a court or a government agency may ask the Receiving Party to share some of the Confidential Information that the Disclosing Party gave them. If this happens, the Receiving Party must tell the Disclosing Party as soon as possible (unless the law says they can't) so that the Disclosing Party can try to protect their Confidential Information from being shared. The Receiving Party must also only share the Confidential Information that is required by the court or the government agency.

How Long This Section Lasts: This section will stay in effect for as long as the Confidential Information is still confidential.

6. Backing Up Your Data: Kommerce Hub may make copies of your data on its servers for its own use, but it does not have to do this under these Terms or for any other reason. You are responsible for making your own backups of your files and data that you store on Kommerce Hub servers. Kommerce Hub is not liable to you, your users, or anyone else for any loss of files or data on any Kommerce Hub server.

7. You Can't Transfer Your Rights or Obligations: You can't give or sell your rights or obligations under these Terms to anyone else without Kommerce Hub's written permission. Kommerce Hub can say no to your request for any reason. If you try to do this without Kommerce Hub's permission, it won't be valid. Kommerce Hub can give or sell its rights or obligations under these Terms to anyone else at any time. These Terms will apply to both parties and their successors and permitted assigns.

8. Complete Agreement: These Terms are the only agreement between you and us about how you can use our service. They replace any other written or spoken agreements, communications, or understandings about this topic. If we want to change these Terms, we have to do it in writing and both of us have to sign it, unless these Terms say otherwise.
Other Matters.

• Applicable Law; Court: The law that will decide any disputes or legal issues related to these Terms is as shown in the table in the Contracting Entity Section above. You agree to, and give up any objections to, the authority and location of the federal and state courts located in Hillsborough county, Florida (USA). The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms and is hereby left out.
• Validity: If any part of these Terms is found to be invalid or unenforceable, that part will be limited or removed to the minimum extent necessary so that the rest of the Terms will still be valid and enforceable.
• No Giving Up Rights: Kommerce Hub does not give up any rights or agree to any breaches of or departures from any part of these Terms, unless it is in writing and signed by an authorized representative of Kommerce Hub, and then such giving up of rights will be effective only for the specific situation and purpose for which it was given.

9. Notices: You agree to receive any messages from Kommerce Hub electronically. We may send you emails or post notices on the Website. You accept that these electronic messages are as valid as written ones. We will use the email address you gave us when you created your account. If you want to contact Kommerce Hub, you must send an email to: Info@ikhub.biz .

10. Section Headings: The titles of each section in these Terms are only for your convenience and have no legal meaning. These Terms will be interpreted without favoring or disfavoring you or Kommerce Hub.

11. Independent Contractors: These Terms or your use of the Services do not create any partnership, joint venture, or employment relationship between you and Kommerce Hub. You do not have any authority to act on behalf of Kommerce Hub in any way.

12. Marks: Kommerce Hub has the right to use your name, trademarks, service marks and logos to promote the Services. This right is not exclusive and you can still use them for your own purposes.

13. Force Majeure: Kommerce Hub is not responsible for any failure to perform its obligations under these Terms if something beyond its reasonable control happens, such as war, terrorism, natural disaster, power outage, riot, civil disorder, or other unexpected event.

14. Integration with Other Services: You may be able to use some Third-Party Products together with the Services. Kommerce Hub may decide to stop supporting such integration at any time and move your Services subscription to a different integration option. Kommerce Hub is not responsible for the performance or availability of any Third-Party Products.

14. Hosting Services: Kommerce Hub uses one or more third parties to provide hosting services that are essential for the Services. These hosting services are part of the Services and you cannot use the Services without them.

Incorporated Terms – Acceptable Use Guidelines

The guidelines below are integrated into and form a crucial part of the Commerce Nexus Terms of Service. Unless specified otherwise, capitalized terms have the meanings given to them in the Terms of Service. Violating any of the guidelines below will be considered a significant breach of the Terms of Service.

Restricted Activities/Content

• Legitimate Purposes Only. You may use the Website and Services solely for lawful purposes. You may not use the Website or Services or permit any third party to use them for any purpose that Commerce Nexus, at its discretion, deems unlawful, intrusive, infringing, obscene, offensive, defamatory, or fraudulent, or that supports, promotes, or encourages illegal activity.
• Offensive Language. Your Materials (as outlined in the Store Terms) must not include any vulgar or otherwise inappropriate content, as determined by Commerce Nexus at its discretion.
• Confidential Information and Images. You may not publish or reveal any personal or private information about or images of minors or any third party without the consent of that party (or a parent's or guardian's consent for minors).
• Infringement of Third-Party Rights. Your Materials must not breach, or encourage the breach of, the intellectual property rights, privacy rights, publicity rights, or any other legal rights of any third party. Commerce Nexus may remove or restrict access to Your Materials upon receiving proper notice of copyright infringement.
• Misrepresentation of Transmission Data. It is prohibited to forge, misrepresent, omit, or delete message headers, return mailing information, and/or Internet protocol addresses to conceal or misidentify the origin of a message.
• Malware and Disruptive Activities. You will not use the Website or Services, or permit any third party to use them, to create or disseminate Internet viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature, or for pinging, flooding, or mail bombing, or initiating denial-of-service attacks. You will not engage in any activity that disrupts or interferes with, or results in the disruption or interference of, others' ability to effectively use the Website or Services (or any connected network, system, service, or equipment) or conduct their business over the Internet.
• Unauthorized Access. Engaging in unauthorized activities, commonly referred to as "hacking," is strictly forbidden. These activities include, but are not limited to, unauthorized access to computers, accounts, or networks, attempting to breach security measures, conducting port scans, stealth scans, or any other actions intended to aid in hacking.
• Unsolicited Communications. You are prohibited from using the Website or Services, or allowing any third party to use them, for the creation, distribution, publication, or facilitation of unsolicited mass emails, promotions, advertisements, or other solicitations (commonly known as "spam").
• Restriction on Anonymous Proxies. The use of anonymous proxy scripts is not permitted on Kommerce Hub servers. Automated viewing, downloading, or crawling systems are not allowed to access or copy any portion of the Website or Services.
• Child Exploitation. The Website or Services must not be used to store, post, display, transmit, sell, advertise, or otherwise make available any content related to child exploitation. Kommerce Hub is legally obligated to, and will, report any instances of child exploitation discovered on or transmitted through the Website or Services to law enforcement agencies.
• Additional Prohibited Activities. Participating in any activity that, at Kommerce Hub's discretion, could potentially disrupt, interfere with, compete against, or cause harm to the Website or Services, Kommerce Hub's business, reputation, goodwill, customers, or customer relations, or negatively impact the ability of Kommerce Hub's customers to effectively use the Website or Services, is not allowed. Failing to cooperate with Kommerce Hub in addressing or preventing violations of the Terms by, or resulting from the actions of, your Users (as defined in the Store Terms) will be considered a violation of the Terms by you.
• Intellectual Property Rights. By using the Website or Services, you agree not to infringe upon any intellectual property rights, including but not limited to, copyrights, trademarks, patents, and trade secrets. Unauthorized use, copying, distribution, or modification of any copyrighted materials, trademarks, or other proprietary content is strictly prohibited.
• Data Security. You are responsible for maintaining the confidentiality and security of your account information, including your username and password. You must promptly notify Kommerce Hub of any unauthorized use of your account or any other security breach related to the Website or Services.

Incorporated Terms - API Terms

The clauses below are an essential part of the Kommerce Hub Terms of Service, forming an integral part of the agreement. Capitalized terms used here have the same meaning as defined in the Terms of Service. Any violation of the following clauses will be considered a substantial breach of the Terms of Service.

API Usage, Monitoring, and Volume Restrictions

Usage. You shall use the Kommerce Hub APIs exclusively in connection with the Services, adhering to the Terms and all relevant laws.

Monitoring. Kommerce Hub may supervise your API usage to enhance the Website and Services quality and ensure your adherence to the Terms. This supervision may involve accessing and using your API client to identify potential security threats affecting Kommerce Hub, its clients, or licensors. You must not obstruct this monitoring process, and Kommerce Hub may employ technical means to counter any interference. Access to content provided through APIs may be subject to restrictions, limitations, or filtering as per the law.

Volume Limits. You must not try to surpass or evade limitations on access, calls, and API usage, or use any API exceeding reasonable request volumes, abusive usage, or non-compliance with any part of the API Terms or Kommerce Hub Terms of Service.

User Information & Security

User Information. You shall make reasonable efforts to safeguard information collected from Your Users via your API client against unauthorized access, usage, or disclosure. All personal data collected from Your Users through your API client should be stored and served with strong encryption. You must delete all personal data collected from Your Users through your API client upon request from Your User or when Your User deauthorizes your application or closes their account.

Security. Your web servers, databases, computer systems, and API client's network, operating system, and software must be properly configured for secure application operation and data storage. You must not design or choose your systems to avoid security obligations.

Security Breach. In case of a security breach involving unauthorized access, usage, disclosure, or destruction of Your Users' personal data, you must immediately disconnect any intrusion and promptly notify Kommerce Hub of the breach. You shall collaborate with Kommerce Hub to address any security breach swiftly, and if the breach involves the Kommerce Hub API or customer data, you must not make public statements about the breach without Kommerce Hub's prior written consent, unless required by law.

Prohibitions

General Prohibitions. You shall not, and shall not permit others acting on your behalf to:

• Share the APIs with third parties or create an API client that functions similarly to the APIs, offering it to third parties.
• Use the APIs to introduce viruses, worms, defects, trojan horses, malware, or any harmful or destructive items.
• Use the APIs to defame, abuse, harass, stalk, or threaten others.
• Interfere with or disrupt the APIs, servers, or networks providing the APIs.
• Reverse engineer or attempt to extract the source code from any API

Restrictions

• General Restrictions. You must not, and must not allow others acting on your behalf to:

Share the APIs with any third party or develop an API client that is substantially similar to the APIs and make it available for use by any third party.

Utilize the APIs to transmit any virus, worm, defect, trojan horse, malware, or any harmful or destructive items.

Use the APIs to defame, mistreat, harass, stalk, or threaten others.

Interfere with or disrupt the APIs, servers, or networks connected to the APIs.

Reverse engineer or attempt to extract the source code from any API or related software, except where this limitation is expressly prohibited by applicable law.

Employ the APIs for any activities where their use or failure could result in death, injury, or environmental damage (e.g., nuclear facility operations, air traffic control, or life support systems).

Use the API to access or transmit personal data from your users, or expose such personal data to Kommerce Hub or any third party, without explicit opt-in consent from your users.

Conduct activities unrelated to the services in the application (e.g., cryptocurrency mining).

Termination Upon termination of the Terms or cancellation of all services, you must immediately cease using the Kommerce Hub API and the API client and permanently delete any cached or stored content.

Liability Limitation To the maximum extent permitted by law, Kommerce Hub will not be held responsible for any direct, indirect, incidental, special, consequential, or exemplary damages arising from or related to your use of the APIs, including but not limited to loss of revenue, profits, goodwill, data, or other intangible losses, even if Kommerce Hub has been advised of the possibility of such damages.

Indemnification You agree to indemnify, defend, and hold harmless Kommerce Hub, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, or expenses, including reasonable attorneys' fees and costs, arising out of or in any way connected with your access to or use of the APIs.

Incorporated Terms – Fees and Billing

The terms in this section are part of the Kommerce Hub Terms of Service. Capitalized terms have the same meaning as defined in the Terms of Service. Any breach of these terms will be considered a significant breach of the Terms of Service.

Fees. You must pay Kommerce Hub fees as indicated on the Website or relevant Order form sent to you at the time of onboarding. The Order form is sent via Email link or our Third Party Billing software or will be made available via Online on khub.biz portal. Fees are in U.S. Dollars, unless specified otherwise. If you pay with a card, Kommerce Hub will automatically charge your card or bank account using ACH service providers based on your billing date until you cancel the Services validly. The pricing on the Website or any Order is for a single store only, unless otherwise stated. Besides the One-Time Onboarding Fees and Subscription fees, separate charges apply for Merchant processing, Payment settings for FinTech Products (such as ACH payments, check processing, check printing, etc.) provided by Kommerce Hub. Review the Appendix 2 to see the Onboarding service scope for each category/Plan and associated.

Non-Refundable. Fees are based on the Services you purchase, not actual usage, and are non-refundable. Kommerce Hub does not provide refunds or credits for partial days, months, or years, nor for unused Services, regardless of whether you logged in or used them.

Taxes. All fees exclude applicable government fees, charges, or taxes, including sales, goods, services, value-added, withholding, harmonized, or other taxes ("Taxes"). You are responsible for paying all Taxes related to your use of the Services.

Kommerce Hub Analytics. Fees for Kommerce Hub Analytics Service are charged in advance based on your store plan. If you add the Analytics Service, you'll be billed for that Service on the monthly Billing Date. Any partial period fees will be billed on a prorated basis. The fees are based on your store plan for the previous 30 days, determining the pricing tier as posted on the Website.

Late Payments. If Service fees are unpaid on the Billing Date, interest accrues on outstanding fees at 1.5% per month or the highest legal rate allowed, whichever is lower. Kommerce Hub may suspend your access to the Services if fees are overdue. Suspension does not end the Terms of Service or relieve you of any obligations or liabilities. You must reimburse Kommerce Hub for any collection costs.

Acceleration. If you are significantly late in payments or express intent not to make further or timely payments, Kommerce Hub may, upon written notice, require all unpaid fees due for the current term to be paid immediately.

Disputed Charges/Billing Inquiries. You must review all billing invoices for accuracy. If you dispute charges, you have 30 days from the invoice date to notify Kommerce Hub in writing. Failing to do so within this period means you agree that all charges are valid and waive any claims regarding such charges, where allowed by law.

Upgrades/Downgrades

Automatic Upgrades. Kommerce Hub may automatically upgrade your Service plan if you don't qualify for your current plan.

Upgrade Payments. If you upgrade your Services or if they're automatically upgraded, the next renewal Billing Date remains the same, but you'll be billed immediately for the pro-rata upgraded Service Fee for the rest of the billing period.

Downgrades. If you downgrade your Services, the downgrade takes effect at the start of the next renewal period. Kommerce Hub doesn't provide credits or refunds for downgrades effective during the billing period.

Terms Regarding Charges and Billing

Billing Procedures and Cycles: Your Kommerce Hub Account control panel will be used to manage all billing invoices and payment notifications. The billing cycle starts on the Billing Date for all your stores and is due on the same day for each following subscription period. The "Billing Date" refers to (i) your current Billing Date if you already have an account with one or more stores, or (ii) the date you purchase a Services subscription or change from a trial subscription to a paid subscription if you don't have an existing account with one or more stores.

Fee Adjustments: Kommerce Hub has the right to revise or alter its fees and these Fee and Billing terms at any time, in line with the Modifications section of the Terms of Service. Any changes or alterations will be posted on the Website and take effect immediately upon the next subscription renewal, Billing Date, upgrade, or downgrade of the Services, whichever applies and occurs first. However, Kommerce Hub will provide at least 30 days' notice before implementing any pricing modifications.

Termination of Services: You are required to inform Kommerce Hub of your intention to terminate Services at least 2 business days before your Billing Date (excluding Analytic Services). To request cancellation, you can call the customer service number available on the Khub.biz website at any time. If notification is not provided 2 business days before your Billing Date, your Services will automatically renew for the next renewal period, and the Service will be terminated upon the end of that renewal period. Business days are from 8 AM to 6 PM CST, Monday to Friday, excluding nationally recognized holidays. You can cancel Analytics Services at any time by notifying Kommerce Hub. If your Analytics Services termination notice is received after your Billing Date, you will be billed based on your store's rate plan before receipt of your termination notice and prorated according to usage.

Incorporated Terms – Fees and Billing

These terms are integrated into and form an essential part of the Kommerce Hub Terms of Service. Capitalized terms not defined here will have the meanings given to them in the Terms of Service. Any violation of these terms will be considered a significant breach of the Terms of Service.

Procedure Kommerce Hub adheres to the Digital Millennium Copyright Act (DMCA) and relevant copyright infringement laws. Additionally, as the DMCA offers a helpful framework for resolving disputes related to alleged infringing materials in other situations or jurisdictions, Kommerce Hub applies this procedure to other claims of intellectual property rights infringement, as applicable.

Reporting Alleged Infringement Kommerce Hub will address infringement notices that comply with the applicable laws. If an intellectual property rights holder suspects that their rights have been violated on a site hosted by Kommerce Hub or a Kommerce Hub subsidiary, the rights holder can request that Kommerce Hub remove or disable the material by submitting a written notice to our Intellectual Property Agent. Knowingly providing false information about the infringement of your copyright may result in liability for damages under the applicable laws. The written notice should include:

a) A signature (physical or electronic) of an authorized representative of the intellectual property rights owner. b) Identification of the intellectual property rights alleged to be infringed, or, for multiple works, a representative list of such works. c) Identification of the material claimed to be infringing, with sufficient information for Kommerce Hub to locate it. d) Contact information for the notifying party, including name, address, phone number, and email address. e) A statement that the notifying party believes in good faith that the use of the purportedly infringing material is not authorized by the intellectual property rights holder, their agent, or the law. f) A statement that the information in the notice is accurate, and under penalty of perjury, that the notifying party is authorized to act on behalf of the intellectual property rights owner.
To submit notices, contact: Intellectual Property Agent c/o Legal Department 1202 Tech Blvd., Ste 200-A Tampa, FL, 33619 Info@ikhub.biz

Counter-Notifications If you believe that your material was mistakenly removed or disabled, you may file a counter-notice with Kommerce Hub by submitting a written notice to our Intellectual Property Agent. Knowingly providing false information that material or activity was removed or disabled in error may result in liability for damages under applicable laws. The counter-notice must include the following:

a) A signature (physical or electronic) of the person submitting the counter-notice. b) Identification of the material removed or with disabled access and its original location before removal or access restriction. c) Contact information for the person submitting the counter-notice, including name, address, phone number, and email address. d) A statement under penalty of perjury that the person submitting the counter-notice believes in good faith that the material was removed or disabled due to a mistake or misidentification. e) A statement of consent to the jurisdiction of the Federal District Court for the judicial district where you reside (or, if residing outside the United States, for any United States judicial district where Kommerce Hub can be found) and that you will accept service from the person (or their agent) who submitted the initial notice.

Repeat Infringement Kommerce Hub's policy, in appropriate cases, is to disable and/or terminate the accounts of customers who repeatedly infringe intellectual property rights.

Incorporated Terms – Jurisdiction-Specific Provisions

These provisions are an integral part of Kommerce Hub's Terms of Service. Capitalized terms not defined here have the meanings given in the main Terms of Service. These provisions apply specifically to customers located in the jurisdictions listed below:

EMEA:
a. European Union and United Kingdom:
i. Arbitration Additions:
1. Internal Dispute Resolution: Businesses in the EU or UK can use our internal dispute resolution process for any disputes. This process is free and follows the principles set out in EU Platform to Business Regulation (2019/1150) (”P2B”). Eligible businesses can submit inquiries to Info@ikhub.biz.
2. EU P2B Mediation: Kommerce Hub agrees to participate in good faith mediation for eligible EU or UK businesses, following the P2B guidelines. Mediation will take place through the London office of JAMS or the New York office of the AAA.
ii. Modifications: For EU or UK businesses, changes to the Terms of Service will take effect 15 days after notification by email. If the business objects to the changes, they may terminate their subscription before the changes take effect.
iii. Term: For EU or UK businesses, Kommerce Hub will provide at least 30 days notice before terminating subscriptions, unless certain conditions are met.
iv. Eligibility: The Services are directed at non-consumer merchants, as defined by Directive 2011/83/EU.
v. Late Payments: For EU or UK businesses, unpaid service fees will accrue interest at a rate of 8% above the European Central Bank's base rate per annum.
France:
a. Acceptance: Creating a store (including trial stores) means agreeing to the Terms of Service and Incorporated Terms.
b. Class Actions: The 'Class Action Waiver' section does not apply.
c. De Plein Droit: Termination rights are as of right (“de plein droit”).
d. Excluded Damages: Removal of specific terms from the 'Excluded Damages and Theories' section.
e. Survival: Confidentiality terms survive for up to 10 years after termination or expiration of the Terms.
f. Late Payments: Additional lump sum compensation may apply for late payments.
Germany:
a. Acceptance: Terms of Service and Incorporated Terms will be provided electronically.
b. Contracting Entity: Kommerce Hub Software Ireland Ltd is the contracting entity.
c. Location of Arbitration: "Federal judicial district" refers to the place of general jurisdiction according to German law.
d. Survival: Confidentiality terms survive for up to 10 years after termination or expiration of the Terms.
Sweden:
a. Acceptance: Creating a store (including trial stores) means agreeing to the Terms of Service and Incorporated Terms.
LATAM:
a. Mexico:
i. Class Actions: The 'Class Action Waiver' section of the Terms of Service does not apply.
This summary is meant to simplify the original clause and may not cover all aspects. Please refer to the original clause for complete details.

Incorporated Terms – Client-Merchant Terms

The terms provided below are integrated into, and become a vital component of, the Kommerce Hub Terms of Service. Capitalized terms not defined here will carry the meaning assigned to them in the Terms of Service. Violating any of these terms will be considered a significant breach of the Terms of Service.

Limitations

• General Provisions. Unless allowed under applicable law or Section 2 below, you must not, nor enable any third party to: (a) sell, copy, distribute, reproduce, use, or permit third-party access to the Services (except as allowed under a valid reselling sublicense); (b) decompile, disassemble or reverse engineer the Services; (c) modify or produce derivative works from any part of the Services; (d) disclose any data concerning the Services without written permission from Kommerce Hub, or utilize the data for competing product development; (e) attempt to bypass any user limitations or other license, timing, or usage restrictions built into the Services; or (f) integrate the Services with other products, software, or services, unless you obtain prior written approval from Kommerce Hub.
• Prohibited Practices. You agree not to (a) engage in deceptive, misleading, illegal, or unethical practices; (b) participate in any activity that could be detrimental to Kommerce Hub; (c) make false or misleading statements about Kommerce Hub or the Services; or (d) publish, employ or collaborate in the publication or employment of any misleading or deceptive advertising materials.
• Communications. You agree not to represent yourself as an agent or employee of Kommerce Hub and acknowledge that Kommerce Hub will have primary control over any end-user communication regarding the Services. You will not make any representations about Kommerce Hub or on its behalf.
• Suspension. If you perform any of the aforementioned activities without Kommerce Hub's prior written consent, you will be in breach of the Terms, and Kommerce Hub reserves the right to suspend or terminate access to your Services subscription or that of your end user, with or without notice, and take any other action it deems necessary to prevent any breach of the Terms by you or your Client.

Agents

• Scope. If you use the Services on behalf of a third-party client ("Client") (i.e., as a Client's agent), the following terms will apply.
• Representations and Warranties. You represent and warrant that:
  • You possess the authority to bind the Client to the Terms as their agent.
  • You have all necessary rights and permissions to act on behalf of the Client (including but not limited to accessing and making decisions about the Client's account and providing Client content to Kommerce Hub).
  • All your actions related to the Services will be within your agency's scope.
  • You have the full power and authority to enter the Terms and fulfill all your obligations herein.
• Contractual Relationship. You will promptly provide Kommerce Hub written confirmation of the relationship between you and the Client, which must be sent to the email address specified in the Notices provision of the Terms of Service and include, without limitation, the Client's written acknowledgment that:
  • You are the Client's agent, authorized to act on their behalf regarding the Services and to enter into these Terms.
  • The Client's use of the Services will be governed by the Terms.
  • The Client's use of the Services may be immediately terminated and/or suspended due to your failure to pay applicable charges.
• Notices. Kommerce Hub will provide any required notices to you and/or the Client as determined by Kommerce Hub at its sole discretion,
• Resolution of Disputes. In addition to the relevant terms in the agreement, if a disagreement arises concerning the ownership of the Client's store, Kommerce Hub may, at its sole discretion and without being obliged to, take the following actions to address the dispute:
• Temporarily halt the operation of the Client's store.
• Prohibit you from managing the Client's store without obtaining the Client's permission.
• Provide the Client with access to their intellectual property (such as domain names, images, and product listings), excluding any content that you have created.
• Collaboration. You agree to make a reasonable effort to work with Kommerce Hub to uphold the terms of this agreement.
• Additional Clause: 7. Data Protection. You acknowledge that both you and Kommerce Hub are responsible for the security and privacy of the Client's data. You agree to comply with all relevant data protection regulations and implement necessary security measures to protect the Client's information from unauthorized access, disclosure, or misuse.
• Incorporated Terms – Mobile App Conditions
• The terms provided below form an integral part of the Kommerce Hub Terms of Service. Capitalized terms used here will have the same meaning as in the Terms of Service. Any violation of these terms will be considered a significant breach of the Terms of Service. By using the Kommerce Hub Mobile Application ("App"), you agree to adhere to the Terms and these Incorporated Mobile App Conditions.
• Compatibility and Performance: The App requires a compatible device with supported software and internet access. You are responsible for all fees associated with these requirements. The App's performance may be influenced by various factors, such as your location, device, and the availability and speed of your internet connection.
• License: Provided you comply with these Terms, Kommerce Hub grants you a revocable, non-exclusive, non-sublicensable, non-transferable, worldwide, limited license to install and use the App in connection with your Account, as long as your Services subscription remains active and for lawful purposes only. No other licenses or rights are granted. Kommerce Hub retains all rights, including Intellectual Property (IP) Rights, related to the App not expressly granted to you under these Terms. There are no implied rights or licenses.
• Restrictions: Unless expressly allowed by applicable law or the licensing terms governing open-source components within the App, you will not, directly or indirectly: reverse engineer, decompile, disassemble, or attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of or included in the App, documentation, or data related to the App; modify, translate or create derivative works based on the App; copy (except for archival purposes), distribute, sublicense, pledge, assign or otherwise transfer or encumber rights to the App; use the App for timesharing or service bureau purposes or otherwise for the benefit of a third party or where it could be used by multiple devices simultaneously; remove any proprietary notices or labels; attempt to, or assist, authorize, or encourage others to, circumvent, disable, or defeat any security features or components of the App. These restrictions apply to the entire App, all its parts, all updates, and all Kommerce Hub proprietary materials displayed within the App.
• Intellectual Property: Between the parties, the App, including all documentation, images, video, content, trademarks, service marks, trade dress, logos, custom graphics, design and user interface elements, scripts, and other materials contained or provided in connection with the App, all modifications, enhancements, and updates, as well as all IP Rights associated with any of the foregoing (collectively, "Kommerce Hub IP"), are owned by Kommerce Hub and/or its third-party sponsors, partners, and suppliers. You have no rights or licenses to the Kommerce Hub IP other than the right to use the App in compliance with these Terms. You may not use, imitate, or copy, in whole or in part, any Kommerce Hub trademark, service mark, trade dress, logo, or other branding without Kommerce Hub’s prior written consent, which may be given or withheld at Kommerce Hub’s sole discretion. All permitted use of the foregoing will benefit Kommerce Hub.
• Disclaimers
• General: USING THE APPLICATION IS AT YOUR OWN RISK. IT IS PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS." TO THE GREATEST EXTENT PERMITTED BY LAW, KOMMERCE HUB AND ITS SUPPLIERS AND AFFILIATES DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS, WHETHER STATUTORY, EXPRESS, OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
• Specific: KOMMERCE HUB DOES NOT WARRANT OR REPRESENT: (a) THE APPLICATION'S ABILITY TO FUNCTION WITHOUT LIMITATIONS OR RESTRICTIONS IN ANY ENVIRONMENT, (b) THE ACCURACY, COMPLETENESS, OR CONTENT OF THE APPLICATION, (c) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY LINKED SITES (THROUGH HYPERLINKS, BANNER ADVERTISING, OR OTHERWISE), AND/OR (d) THIRD-PARTY PRODUCTS OR SERVICES. KOMMERCE HUB ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY OF THE ABOVE.
• Purchases: You agree to pay any applicable fees for products or services purchased through the Application. Kommerce Hub may charge your credit card or other payment methods associated with your Account for all such purchases, including any taxes and surcharges, if applicable.

Incorporated Terms – Store Terms

Stores and Materials:
"Store" refers to an individual, online (not physical) storefront or a shopping cart offered through the Services with a unique home page URL. A Store can be individually configured with its own settings, payment methods, and 3rd party apps. You are solely responsible for your Stores and Your Materials. Your Users are your customers, patrons, subscribers, invitees, visitors, and guests of your Stores.

Compliance:
a) Privacy Policy: Establish and follow a privacy policy that complies with all Laws, is accessible to Your Users, and discloses how you collect, use, share, secure, and disclose personal information.
b) User Agreement: Enter into an agreement with Your Users that includes pertinent provisions of these Terms and releases Kommerce Hub and its licensors from any liability for damages or losses Your Users may incur as a result of using your Stores.
c) Legal Compliance: Require Your Users to comply with all Laws and these Terms. All products, services, and Your Materials must comply with all Laws, including accessibility. Promptly respond to and resolve accessibility complaints.
d) Remedies: Kommerce Hub reserves the right to suspend or terminate access to your Account and your Services subscription, with or without notice, and take action to prevent or remedy any breach by you or Your Users of the Terms. Kommerce Hub may remove any of your Stores or Your Materials it believes may be in violation of any Laws or the Terms, or are otherwise objectionable or offensive.
e) Cooperation with Law Enforcement: Kommerce Hub will cooperate with law enforcement agencies in any investigation of alleged illegal activity related to Your Materials, Your Users, and your use of the Website or Services.

Communications: You are responsible for all communications between you and Your Users, ensuring compliance with your privacy policy and all Laws, including unsolicited emails, privacy, obscenity, and defamation.

Ownership & Disputes:
a) Generally: The entity or person who creates the Kommerce Hub Account, Store, or website will be deemed the owner.
b) Disclaimer: Kommerce Hub has no obligation or liability to resolve any ownership dispute or for any act taken to resolve any ownership dispute.
c) Remedies: Kommerce Hub may suspend the Store, take no further action, prevent a party from operating the Store without proof of intellectual property rights, or make Underlying Store IP available to the holder of the applicable intellectual property rights.
d) Suspension/Termination: Kommerce Hub may suspend or terminate your Account and/or your Stores if you fail to resolve the dispute in a reasonable time.
e) Judicial Determination: Kommerce Hub may transfer ownership of your Account and/or your Stores to the identified owner if determined by court order, binding arbitration, or settlement agreement.
Design Themes:
a) License: Kommerce Hub grants a non-exclusive, revocable, worldwide license to modify and use each licensed design theme for a single Store/website per license purchased.
b) Multiple Stores: A new design theme license must be purchased for each Store using the design theme.
c) Non-Exclusivity: Design themes are licensed on a non-exclusive basis and can be reproduced and redistributed by Kommerce Hub.
d) Transfer: Design themes may not be transferred without the prior written consent of Kommerce Hub.
e) Support: Technical support for a design theme is the responsibility of the designer licensor, and Kommerce Hub does not accept any responsibility to provide such support.
f) Installation: It is your responsibility to ensure that the installation of a new design theme does not overwrite or damage your current or pre-existing theme, or UI.
No Refund: Refunds will not be issued for design themes once they are purchased, except as otherwise expressly provided at checkout. In general, there are no refunds whatsoever.


Certain Services:
a) Migration Services: Kommerce Hub offers migration services to customers purchasing select Service plans or for an additional fee. The migration services support most standard shopping cart database schemes but do not guarantee proper migration of custom data, fields, or information handled by third-party modules and/or contributions. It is recommended to migrate data into a Store that is not live or to place the Store in 'maintenance mode' during the data transfer to avoid disrupting business flow within a live Store site.
b) Onboarding Services: Onboarding services include configuration of basic Kommerce Hub store settings and are available to customers purchasing select Service plans or for an additional fee.
c) No Refund: Migration Services and Onboarding Services, unless included in a select Service plan, are charged a one-time, upfront, non-refundable fee.

Data Processing Addendum

This Data Processing Addendum ("DPA") is incorporated into the Kommerce Hub Terms of Service (the "Terms") and applies when Kommerce Hub acts as a Processor on behalf of the Customer for the provision of e-commerce Services. The DPA includes definitions for Data Protection Laws, Personal Data, and other relevant terms.
• Definitions:
• "Data Protection Laws" refers to any data protection legislation or regulation applicable to the processing of Personal Data by Kommerce Hub under the Terms.
• "Personal Data" refers to any information related to an identifiable or identified Data Subject or Shopper who visits or engages in transactions through Customer's store that Kommerce Hub processes as a Processor.
• "Controller", "Data Subject", "Processor", and "Processing" have the meanings ascribed to them in the GDPR.
• "Sub processor" refers to an entity appointed by Kommerce Hub to Process Personal Data on behalf of the Customer.
• Roles and Processing: Kommerce Hub will act as Processor and process the Personal Data only to provide the Services, on Customer's documented instructions, or as consistent with the Terms or any Underlying Agreement. The Customer will act as Controller and comply with all applicable laws, including Data Protection Laws, in providing Personal Data to Kommerce Hub.
• Sub processing: Kommerce Hub may use Sub processors to process the Personal Data in compliance with Data Protection Laws. Kommerce Hub's current Sub processors are listed at https://www.khub.biz/ or its successor page.
• Data Subject Rights.
Kommerce Hub shall, to the extent legally permitted, promptly notify Customer if it receives a request from a Data Subject to exercise the Data Subject's rights under the Data Protection Laws (such as access, rectification, erasure, restriction, portability, objection, or not to be subject to automated decision-making). Kommerce Hub shall not respond to such Data Subject request without Customer's prior written consent, except to confirm that the request relates to the Customer. Kommerce Hub shall, taking into account the nature of the processing, provide reasonable assistance to Customer in fulfilling Customer's obligation to respond to Data Subject requests under the Data Protection Laws.
• Data Breach Notification. In the event of a Personal Data breach, Kommerce Hub shall, without undue delay, notify Customer of the breach after becoming aware of it. Kommerce Hub shall provide Customer with sufficient information to allow Customer to meet any obligations to report or inform Data Subjects or the relevant supervisory authority of the breach under the Data Protection Laws. Kommerce Hub shall cooperate with Customer and take reasonable steps to assist in the investigation, mitigation, and remediation of such Personal Data breach.
• Data Retention and Deletion. Kommerce Hub shall retain Personal Data processed on behalf of Customer only for as long as necessary to provide the services under the Agreement, or as required by applicable laws, regulations, or Customer's instructions. Upon termination or expiration of the Agreement, or upon written request by Customer, Kommerce Hub shall securely delete or return all Personal Data to Customer, and delete existing copies, unless the law requires storage of such Personal Data.
• Audits. Kommerce Hub shall, upon Customer's reasonable request and at Customer's expense, allow for and contribute to audits, including inspections, conducted by Customer or an auditor mandated by Customer, to assess Kommerce Hub's compliance with this DPA and the Data Protection Laws. Such audits shall be conducted in a manner that does not unreasonably disrupt Kommerce Hub's normal business operations and subject to appropriate confidentiality obligations.
• Cross-Border Data Transfers. Where Personal Data is transferred from the European Economic Area (EEA) to a country outside the EEA, Kommerce Hub shall ensure that appropriate safeguards are in place, such as the European Commission's Standard Contractual Clauses, Binding Corporate Rules, or other mechanisms as required by the Data Protection Laws.
• Governing Law and Jurisdiction. This DPA shall be governed by and construed in accordance with the laws of the jurisdiction in which the Agreement is governed, without regard to its conflict of laws principles. Any disputes arising out of or in connection with this DPA shall be subject to the exclusive jurisdiction of the courts of the jurisdiction in which the Agreement is governed.
• Subprocessor Obligations. Kommerce Hub will ensure that its Subprocessors are contractually bound to adhere to obligations consistent with those set forth in this DPA, including processing Personal Data only for the limited and specified purposes consistent with Customer's instructions, maintaining the confidentiality of Personal Data, and implementing appropriate technical and organizational measures to protect Personal Data. Kommerce Hub will also ensure that its Subprocessors are contractually bound to promptly inform Kommerce Hub of any actual or suspected Personal Data breaches and cooperate with Kommerce Hub and Customer in addressing such incidents.
• Data Subject Rights. Kommerce Hub shall, to the extent legally permitted, promptly notify Customer if it receives a request from a Data Subject to exercise the Data Subject's rights under the Data Protection Laws (such as access, rectification, erasure, restriction, portability, objection, or not to be subject to automated decision-making). Kommerce Hub shall not respond to such Data Subject request without Customer's prior written consent, except to confirm that the request relates to the Customer. Kommerce Hub shall, taking into account the nature of the processing, provide reasonable assistance to Customer in fulfilling Customer's obligation to respond to Data Subject requests under the Data Protection Laws.
• Data Breach Notification. In the event of a Personal Data breach, Kommerce Hub shall, without undue delay, notify Customer of the breach after becoming aware of it. Kommerce Hub shall provide Customer with sufficient information to allow Customer to meet any obligations to report or inform Data Subjects or the relevant supervisory authority of the breach under the Data Protection Laws. Kommerce Hub shall cooperate with Customer and take reasonable steps to assist in the investigation, mitigation, and remediation of such Personal Data breach.
• Data Retention and Deletion. Kommerce Hub shall retain Personal Data processed on behalf of Customer only for as long as necessary to provide the services under the Agreement, or as required by applicable laws, regulations, or Customer's instructions. Upon termination or expiration of the Agreement, or upon written request by Customer, Kommerce Hub shall securely delete or return all Personal Data to Customer, and delete existing copies, unless the law requires storage of such Personal Data.
• Audits. Kommerce Hub shall, upon Customer's reasonable request and at Customer's expense, allow for and contribute to audits, including inspections, conducted by Customer or an auditor mandated by Customer, to assess Kommerce Hub's compliance with this DPA and the Data Protection Laws. Such audits shall be conducted in a manner that does not unreasonably disrupt Kommerce Hub's normal business operations and subject to appropriate confidentiality obligations.
• Cross-Border Data Transfers. Where Personal Data is transferred from the European Economic Area (EEA) to a country outside the EEA, Kommerce Hub shall ensure that appropriate safeguards are in place, such as the European Commission's Standard Contractual Clauses, Binding Corporate Rules, or other mechanisms as required by the Data Protection Laws.
• Governing Law and Jurisdiction. This DPA shall be governed by and construed in accordance with the laws of the jurisdiction in which the Agreement is governed, without regard to its conflict of laws principles. Any disputes arising out of or in connection with this DPA shall be subject to the exclusive jurisdiction of the courts of the jurisdiction in which the Agreement is governed.
• Subprocessor Transfers. When engaging a Subprocessor, Kommerce Hub will ensure that the transfer of Personal Data to such Subprocessor is compliant with Data Protection Laws, including ensuring that appropriate safeguards are in place for cross-border data transfers, where applicable.
• Training. Kommerce Hub shall provide its personnel with appropriate training regarding their responsibilities and obligations under this DPA and applicable Data Protection Laws, to ensure that they are aware of the importance of data protection and are equipped to handle Personal Data securely and in accordance with the requirements of this DPA.
• Cooperation with Authorities. Kommerce Hub shall, to the extent legally permitted, promptly notify Customer if it receives any inquiry, notice, or communication from a data protection authority or supervisory authority relating to the processing of Personal Data under this DPA. Kommerce Hub shall provide reasonable assistance to Customer in responding to any such inquiry, notice, or communication, and shall not communicate directly with such authority without Customer's prior written consent, except as required by law.
• Records of Processing Activities. Kommerce Hub shall maintain accurate and up-to-date records of its data processing activities carried out on behalf of Customer, as required by applicable Data Protection Laws. These records shall include, at a minimum, the categories of processing carried out, the purposes of processing, a description of the technical and organizational measures in place, and any transfers of Personal Data to third countries.
• Indemnification. Kommerce Hub shall indemnify, defend, and hold harmless Customer from and against any and all claims, losses, liabilities, damages, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with any breach by Kommerce Hub of its obligations under this DPA or applicable Data Protection Laws.
• Amendments. This DPA may be amended or updated by Kommerce Hub from time to time, to ensure compliance with applicable Data Protection Laws or to reflect changes in its data processing practices. Kommerce Hub will provide Customer with reasonable notice of any material changes to the DPA, and Customer's continued use of the Services after receiving such notice shall constitute acceptance of the updated DPA.
• Order of Precedence. In the event of any conflict or inconsistency between the provisions of this DPA and any other agreements between the parties, the provisions of this DPA shall prevail with respect to the subject matter hereof, except where expressly stated otherwise in a written agreement signed by both parties.
• Entire Agreement. This DPA, together with any other agreements between the parties, constitutes the entire understanding and agreement between Customer and Kommerce Hub with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether oral or written, related to the processing of Personal Data.
• Survival. The provisions of this DPA that by their nature are intended to survive termination or expiration of the Services or any agreement between the parties shall survive, including but not limited to, the provisions concerning confidentiality, indemnification, and liability.
• Severability. If any provision of this DPA is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the parties shall negotiate in good faith a substitute, valid, and enforceable provision that most nearly reflects the original intent of the parties.
• Waiver. No failure or delay by either party in exercising any right or remedy under this DPA shall operate as a waiver of such right or remedy, nor shall any single or partial exercise of any right or remedy preclude any further exercise of that right or remedy.
• Notices. All notices, requests, consents, claims, demands, waivers, and other communications under this DPA must be in writing and addressed to the other party at the address specified in the Underlying Agreement, or as otherwise provided by either party in writing. All such communications shall be deemed duly given: (i) when delivered personally to the other party, (ii) when sent by confirmed email or facsimile, (iii) three (3) business days after being sent by registered or certified mail, postage prepaid, return receipt requested, or (iv) one (1) business day after being sent for next-day delivery by a recognized overnight delivery service.
• Force Majeure. Neither party shall be liable for any delay or failure to perform its obligations under this DPA to the extent that such delay or failure is caused by an event or circumstance that is beyond the reasonable control of that party, without such party's fault or negligence, and which by its nature could not have been reasonably foreseen by such party, or if it could have been reasonably foreseen, was unavoidable ("Force Majeure Event"). Force Majeure Events include, but are not limited to, acts of God or the public enemy, government restrictions, floods, fire, earthquakes, explosions, epidemics, or other similar events.
• Governing Law and Jurisdiction. This DPA shall be governed by and construed in accordance with the laws of the jurisdiction specified in the Underlying Agreement, without regard to its conflicts of law principles. Any disputes arising out of or in connection with this DPA shall be subject to the exclusive jurisdiction of the courts located in the jurisdiction specified in the Underlying Agreement.

Exhibit A

Security Protocols

Security Measures. Kommerce Hub will implement security precautions fitting the nature of the Personal Data, including the following aspects. Additional details on Kommerce Hub's current data security, protection, and transfer practices can be found in the Kommerce Hub Platform Trust Center.

Generally. Kommerce Hub will maintain an information security management system ("ISMS"), use automated tools to detect data exfiltration attempts, implement certificate-based security, and create and maintain secure key management policies and procedures. Kommerce Hub will monitor, log, audit, and escalate threats following appropriate risk assessments. Kommerce Hub will manage the secure lifecycle of systems and software.

. Boundary Protection and Security Segmentation. Kommerce Hub will monitor, detect, and regulate information flow on a multi-layered basis. Kommerce Hub will develop and implement multi-layered and secure network and system segmentation.

Physical Security. Kommerce Hub will establish an access control system that allows monitoring and controlling physical access to Kommerce Hub facilities.

ISMS. Kommerce Hub operates a comprehensive ISMS. Annually, an independent third-party audits and certifies Kommerce Hub's ISMS to meet or exceed ISO/IEC 27001 technical standards. During the Term, Kommerce Hub will make commercially reasonable efforts to maintain this certification and controls that are consistent with or substantially similar to the following technical and organizational measures:

Encryption. When applicable, Kommerce Hub encrypts Personal Data by default during transmission and while stored.

Minimization. Kommerce Hub minimizes personal data on its platform by design, including through anonymization, pseudonymization, and deidentification when feasible.

Cybersecurity. When applicable, Kommerce Hub's infrastructure includes perimeter and host-based firewalls, file integrity monitoring, access control monitoring, intrusion detection, and application firewalls.

Integrity and Stability. Kommerce Hub's infrastructure is logically segmented and replicated across multiple availability zones. Each store on the platform is protected by multiple security and access control layers, including cloud security posture management and global cloud network protection.

Testing. Kommerce Hub regularly conducts vulnerability scans and hires third-party providers to perform comprehensive vulnerability assessments.

Governance

As a matter of policy and practice, Kommerce Hub takes organizational measures to promote:

commercially reasonable internal IT and IT security governance, management, and training.

commercially reasonable business continuity planning and management.

commercially reasonable ability to restore availability and access in the event of an incident.

regular testing, assessment, and evaluation of the effectiveness of Kommerce Hub's organizational measures.

commercially reasonable user identification, authorization, and access control.

commercially reasonable secure system configuration.

assessment of Subprocessors in accordance with Kommerce Hub's ISMS and obligations as a Processor, including security, privacy, and transfer impact.

data deletion, when applicable, following Kommerce Hub's contractual obligations, internal policies, obligations as a Processor, and Data Protection Laws; and

re-evaluation of technical and organizational measures in light of relevant changes.

Personnel. When relevant to the Processing, Kommerce Hub will

subject to applicable law, perform or require background checks,

provide or require security training, and

require suitable confidentiality and security obligations.

Verification of Security Measures.

Security Audits. Annually, Kommerce Hub will, at its sole cost and expense, hire an independent, suitably qualified auditor to assess and prepare a report on Kommerce Hub's ISMS and information security controls. Kommerce Hub will conduct periodic penetration tests from the perspective of an external attacker and a credentialed user.

Employee and Contractor Background Checks. Kommerce Hub will conduct appropriate background checks on its employees and contractors who are involved in the processing of Personal Data or who have access to systems or facilities in which Personal Data is stored or processed, to the extent permitted by applicable laws and regulations.

Employee Training. Kommerce Hub will ensure that its employees and contractors who have access to Personal Data receive appropriate training on the data protection and security principles and requirements applicable to their work and are informed of their responsibilities in relation to the handling of Personal Data.
Access Control. Kommerce Hub will implement appropriate access controls designed to prevent unauthorized access to, disclosure of, or alteration of Personal Data. Kommerce Hub will restrict access to Personal Data to its employees and contractors who require such access in order to perform their duties in relation to the provision of the Services.
Encryption. Kommerce Hub will encrypt Personal Data in transit and at rest using industry-standard encryption protocols.
Data Minimization. Kommerce Hub will process only the minimum amount of Personal Data necessary to achieve the purposes for which it was collected, as specified in the Underlying Agreement and this DPA.
Retention and Disposal. Kommerce Hub will retain Personal Data for the duration of the Services or as required by applicable laws and regulations. Upon termination of the Services or expiration of the Term, Kommerce Hub will securely dispose of Personal Data in accordance with its data retention and disposal policies and applicable laws and regulations.
Physical Security. Kommerce Hub will maintain appropriate physical security measures designed to prevent unauthorized access to or damage to systems or facilities where Personal Data is stored or processed.
Network Security. Kommerce Hub will implement network security measures designed to protect Personal Data from unauthorized access, disclosure, alteration, or destruction, including the use of firewalls, intrusion detection and prevention systems, and secure network architectures.
Logging and Monitoring. Kommerce Hub will maintain appropriate logging and monitoring systems to detect and respond to potential security incidents affecting Personal Data.
Vulnerability Management. Kommerce Hub will maintain a vulnerability management program, including regular vulnerability assessments and the timely application of security patches and updates, to protect Personal Data from known security vulnerabilities.
Business Continuity and Disaster Recovery. Kommerce Hub will maintain a business continuity and disaster recovery plan designed to minimize the impact of disruptions to the Services and ensure the continued availability of Personal Data.
Third-Party Risk Management. Kommerce Hub will maintain a third-party risk management program, including the regular assessment of its Sub-processors and other third parties that have access to Personal Data, to ensure that they maintain appropriate security measures to protect Personal Data.

Evaluation of Security Measures.

Security Assessments. Annually, Kommerce Hub will independently engage a suitably qualified auditor to evaluate and generate a report on Kommerce Hub's Information Security Management System (ISMS) and security controls, covering all associated costs. Kommerce Hub will also periodically perform penetration tests from the standpoint of an external attacker and an authenticated user. Every year, Kommerce Hub will carry out a PCI-DSS audit and make the summary Attestation of Compliance available.

Remediation. Kommerce Hub will promptly rectify any shortcomings identified in an audit or vulnerability scan with a CVSS score of 4.0 or higher, or those that significantly and negatively impact Customer Personal Data, at its own expense.

Evaluation of Security Measures.

Alerts. If Kommerce Hub detects a Security Event and is not restricted by relevant law, Kommerce Hub will inform Customer within 72 hours of confirming the Security Event and provide the following details:

an overview of the Security Event,

an estimated resolution timeframe (if known), or a statement that the resolution path is unknown if it is not determined at the time of notification, and

a method for obtaining ongoing incident updates, if applicable.

Security Event Procedures. In case of a Security Event resulting from a significant violation of Kommerce Hub's obligations under this DPA, Kommerce Hub will, within the liability limits established by the Terms or any Underlying Agreement,

reasonably collaborate with any investigation concerning the Security Event conducted by Customer, regulators, or law enforcement, and

reasonably assist Customer in complying with applicable laws related to the Security Event, including notifying affected data subjects. It should be noted that Kommerce Hub will not be held responsible for any Security Event caused by Customer or any third-party integrations or services chosen by Customer.

Customer Notifications. Customer may inform affected individuals and/or any government authority or agency with supervisory or oversight responsibilities over Customer or Security Events of such incidents.
Preventative Actions. Kommerce Hub will conduct a procedural review and audit to identify measures to prevent similar incidents, inform Customer of the preventative measures taken, and implement additional actions reasonably considered appropriate by Kommerce Hub.

EXHIBIT 2

Managed Services Addendum for Onboarding & Implementation of Clients

Definitions

Onboarding means, the process where Kommerce Hub team communicates and interacts with the assigned Point of Contact to exchange the information from your existing system that is in use at your Business warehouse or store.
Implementation means, the process where the data has been loaded into Kommerce Hub and our team is assisting to implement Kommerce Hub as the System for running your operations and hence replacing your existing software/services (Quickbooks, Shopify, Jamison etc. ) for Operations.
Transition period means, the duration where your existing Software is slowly or gradually decommissioned by you and moving over completely to Kommerce Hub by either immediate shift or gradual shift by syncing both the systems over period of extremely short duration.
Introduction:
We (Kommerce Hub) have experience with the conversion of many platforms/softwares like QBO, Jameson data, and it is complex and involves many iterations and cooperation from your team. We generally set aside 1 to 4 weeks of time to onboard a client if it involves data migration from an existing system. Please see below plans that will let you help choose the plan and services
Onboarding Process:
After the initial Demo, we will do a Discovery Call where Kommece Hub Team will look at your existing system, data, warehouse, products and make an initial estimate of Onboarding Plan, Duration and Implementation plan. Once the plan is chosen and a payment is made, we will assign a dedicated Onboarding Specialist and specific set of dates for you to work with him and complete the onboarding tasks. During the Onboarding process, you will work with your existing software and help extract the data and give to Kommerce Hub to setup your account.
Implementation Process:
After the Onboarding plan has been set, the implementation plan is laid out. The implementation can be done either by direct ‘Lift and Shift’ or ‘Gradual’ implementation. Kommerce Hub will make recommendations based on your Business but you decide what’s best for your business. The costs and duration will vary depending on the Implementation path chosen. Based on the plan chosen below, the Kommerce Hub will help you with the transition between your existing system to Kommerce Hub. As part of the plan, the Kommerce Onboarding team may visit your site and manage the training and implement Kommerce Hub. However you are responsible for existing system’s data, sync and decommission etc.

Onboarding & Implementation Plans

Basic – $3000 to $5000. Mostly Do It Yourself! Typically for startup companies that require System Set up and training only minimum of Pre and Post live support. Generally for warehouses less than 10,000 SFT and less than 1000 Products.

For this Plan the following is including for Onboarding by our Client Success Team or a an authorized Reseller Team:

System Set up and User training (10 - 12)

You are responsible to extract the data from existing system and give us the data in XLS or CSV format. We are ONLY responsible to load the data (Products, Customers and Inventory with pricing, Suppliers) from backend. (10 hours)

Go live support (2 hours)

Post Live Remote phone support as needed (2 -3)

For this Plan the following is NOT included:

Data Transfer Mapping for Item, Vendor, Customer, Slot, QOH and conversion

Assistance with data validation

Business consulting and project guidance

Bulk Image upload service of products.

Project management, meetings and periodic updates (2 - 3)

Silver - (30-50 hours $5000 to $7500): Typically for companies that are using a simple software solution like QuickBooks, Jameson and require simple data transfer of the Master file for customers, items, Vendor, taxing and pricing requirements. Generally for warehouses less than 20,000 SFT and less then 3000 Products.

For this Plan the following is including for Onboarding by our Client Success Team or a an authorized Reseller Team:

System Set up and User training (10 - 12)

Kommerce Hub Project Manager assigned to project (10 hours dedicated support)

Guidance on Data Transfer Mapping for Item, Vendor, Customer, Slot, QOH and conversion from your existing system. If feasible, we will be able to help extract the date from your existing system and auto load into KHub. You are still responsible for ensuring the accurate data is being exported from your existing system and giving to us. You are responsible for access, confidentiality, possibility of data migration. (4 to 8 hours)

Load the data into Kommerce Hub and setup the store by assisting the guidance on bulk upload of images. We are not responsible to take photos or find images for you. You will share the images and we will just load it via bulk upload process.

If possible, load last 3 months of data into Kommerce Hub (not guaranteed till we verify the quality of data in the existing system)

Assistance with data validation (10 hours)

Go live support (2 hours)

Post Live Remote phone support as needed (2 -3)

For this Plan the following is NOT included:

Historical Data migration of 1 to 10 years

Onsite service/Training not included

Managing/Maintaining both your Existing system and New System while transitioning to Kommerce Hub

Gold (2 to 3 weeks) $7,500 - $12,500) Typically for mid-size clients that have a strong project team that can run the project from an internal perspective. These clients have strong internal IT support for data extraction and clean up without the need for Kommerce Hub expertise. Generally for warehouses less than 50,000 SFT and less then 5000 Products.

For this Plan the following is including for Onboarding by our Client Success Team or a an authorized Reseller Team:

Live System Set up and User training (10 - 12)

Kommerce Hub Project Manager assigned to project (40 hours dedicated support)

Onsite visit by 1 or 2 Team members for 2 to 4 Business days for physical training, setup and launch the Business on Khub in Warehouse (24 hours)

Guidance on Data Transfer Mapping for Item, Vendor, Customer, Slot, QOH and conversion from your existing system. If feasible, we will be able to help extract the date from your existing system and auto load into KHub. You are still responsible for ensuring the accurate data is being exported from your existing system and giving to us. You are responsible for access, confidentiality, and the possibility of data migration. (10 hours)

Load the data into Kommerce Hub and setup the store by assisting the guidance on bulk upload of images. We are not responsible to take photos or find images for you. You will share the images and we will just load it via bulk upload process.

If possible, load last 1 year of data into Kommerce Hub (not guaranteed till we verify the quality of data in the existing system)

Assistance with data validation (20 hours)

Go live support (40 hours)

Post Live Remote phone support as needed (80 hours)

Managing/Maintaining both your Existing system and New System while transitioning to Kommerce Hub (16 hours)

Multi location setup and training ( 8 hours)

For this Plan the following is NOT included:

Business consulting

Historical Data migration of more than 2 to 10 years

Platinum (Custom Pricing.. Minimum $14,999 to $25,000 USD) – (3 to 6 weeks Onboarding)
Typically for larger distributors that do not have internal staff, with available time to manage the project from the client side. These clients may need additional guidance and consulting from Kommerce Hub due to staff and time constraints. Generally for warehouses more than 60,000 SFT and more than 5000 Products.

For this Plan the following is including for Onboarding by our Client Success Team or a an authorized Reseller Team:

Kommerce Hub Project Manager assigned to project (40 hours dedicated support)

Live System Set up and User training (10 - 12)

Onsite visit by 1 or 2 Team members for 2 to 4 Business days for physical training, setup and launch the Business on Khub in Warehouse (36 hours)

Guidance on Data Transfer Mapping for Item, Vendor, Customer, Slot, QOH and conversion from your existing system. If feasible, we will be able to help extract the date from your existing system and auto load into KHub. You are still responsible for ensuring the accurate data is being exported from your existing system and giving to us. You are responsible for access, confidentiality, and the possibility of data migration. (10 hours)

Load the data into Kommerce Hub and setup the store by assisting the guidance on bulk upload of images. We are not responsible to take photos or find images for you. You will share the images and we will just load it via bulk upload process

If possible, load last upto 10 years of data into Kommerce Hub (not guaranteed till we verify the quality of data in the existing system)

Assistance with data validation (40 hours)

Go live support (80 hours)

Post Live Remote phone support as needed (80 hours)

Managing/Maintaining both your Existing system and New System while transitioning to Kommerce Hub (40 hours)

Business consulting (4 hours)

Setup and Manage upto to 3 Multi locations of warehouse or stores

Historical Reporting may be made available upon verifying of existing softwares

Limited customization of Features, screens, reports, printing etc that can be accomplished within 80 hours of Developer efforts.

Additional Terms and condition pertaining to Onboarding Services:

By agreeing to use Kommerce Hub Services, you agree that the above Plans are mere estimates at the time of Onboarding/Demo/Negotiations. The actual Onboarding plan suitable for your Business is determined after we do initial Discovery/Demo etc. You agree to pay for the plan prior to initiation of Onboarding Kickoff meeting.

You agree that you understand that the Onboarding services are purely dependent on the speed and accuracy of Your team’s ability to share information with Kommerce Hub’s Onboarding team. Any delays in sharing information or giving us the access to existing systems etc.

You agree that if we have to upgrade the plan or charge anything additional fees for onboarding due to any of the reasons below mentioned, you authorize us to charge the original payment method or invoice you for the difference to paid and the fees will be paid in less than 3 Business Days.

• Delays due to your ability to assign a dedicated Point of Contact for coordination of Onboarding
• Delays due to access to your existing systems
• Delays due to complexity realized only later in the process based on the existing system or your business model
• Delays due to domain names acquiring, logo designs etc.
• Delays due to new requirements or customization requests
• Delays due to any other reasons not mentioned above

You agree that you know your Business, your products, your Customers and your suppliers well. Kommerce Hub is purely facilitating your onboarding into a new System. You are responsible to ensure the following:

• Assign a project contact who is available based on Kommerce Hub’s account manager’s availability to onboard your Business
• You ensure accuracy of your product information on your site.
• You ensure that you load proper images and you are responsible for the accuracy and authenticity of the images of the products you sell.
• The Bulk product upload service is just to help with images that can be placeholders for the image on the website and you are responsible to ensure there are no copyright infringements on the images
• The information that is being extracted from your existing system into Kommerce Hub is purely an attempt to have some sort of historical data. Kommerce Hub is not responsible for the accuracy of the data, accuracy of history, accuracy of transactions, payments, inventory etc. Even if the data on the Historical Is accurate in your existing system, there is no guaranty that it will be represented accurately in Kommerce Hub.

Kommerce Hub’s managed services and Client success team consists of many experienced and highly talented and committed members. We will do our best to make it easy to onboard to the best of our ability. However if Kommerce Hub Team realizes that the services provided are not suitable for your Organization, or if we realize that there were misrepresentations made by you on the use of services, complexity of Business or your existing System, we may chose to withdraw our services and terminate the contract. You may be eligible for part refund of the Onboarding Fees collected that is purely at the discretion of Kommerce Hub.

Kommerce Hub doesn’t guarantee the timing, duration of onboarding. It purely depends on your company and availability and speed and accuracy of the data provided to Kommerce Hub. Kommerce Hub only gives an estimate of your Onboarding duration, costs based on the information provided by you during the Discovery Meetings. The actual duration and costs may vary depending on how quickly your team is able to help us with the information we need.

Based on the plan chosen, Kommerce Hub Team members will visit the warehouse store to assess the Onboarding effort and also for actual implementation of the Kommerce Hub. The Kommerce Hub team members will be given a space for working during that period. However any costs associated with the travel, stay is part of the Onboarding Plan costs.

Once the Kommerce Hub’s team has completed the Discovery and you have completed the Onboarding payment, you have 30 days to initiate the onboarding process by sharing the information of your products, customers, suppliers, inventory. If within 30 days, Kommerce Hub doesn’t receive information, the Onboarding process may be either stopped or rescheduled as per Kommerce Hub’s convenience.

Bulk Image Upload process:

• Kommerce Hub has intelligence to find images based on the product details you provide to us.
• WE DO NOT GUARANTEE the accuracy of this image. You are responsible for the correctness, validity, legality and if any copyright infringements of the image.
• None of the plan chosen above has the service of Kommerce Hub taking the physical image photos on your behalf or create images. You know your products and you are responsible for your products accuracy, data and images.

Inventory counts:

• We are not responsible to count your existing product’s inventory.
• These are your products and you are responsible for ensuring the accuracy of the Product count in various statuses.

This Exhibit/Addendum is purely for Onboarding and Implementation service. The entire agreement is enforceable and applicable as per law.

Onboarding & Implementation transition:

Based on the plan chosen above, the Onboarding plan is set and implementation is scheduled within a 30 day period.

During the Onboarding, the Kommerce Hub team will work with you to set the plan on importing of data into Kommerce Hub. Based on the plan chosen or assigned, we will assist by looking at your existing POS or WMS system. You need to ensure that we will get the access and data as quickly as possible to keep the onboarding moving. All of this is accomplished by working with a dedicated Onboarding specialist assigned based on the plan.

During the implementation and transition, Kommerce Hub team may be visiting your store for training, assistance and implementation. You will need to ensure that you are ready for the implementation during the physical site visit time. If there are delays from your side or not ready for transition, then we will have to either reschedule or cancel the implementation. We do not guarantee any refunds, new timelines etc if in case of rescheduled onboarding and implementation.

We do our best to implement seamlessly and to make it as smooth as possible. Your onboarding and implementation experience purely depends on how organized/disciplined your team and company is in terms of data, customer, product, inventory etc.

GrailPay x KommerceHub

By agreeing to the Terms of Use, you authorize K-Hub to debit and credit your bank account for any amount owed for charges arising from your use of K-Hub services and/or purchase of products from K-Hub, pursuant to K-Hub’s website and terms, until this authorization is revoked. You also acknowledge that you have received ACH authorization from your counterparty where funds may be debited or credited. By agreeing to the Terms of Use, you also agree to GrailPay's (K-Hub's ACH processor) Terms & Conditions which can be found here: User Agreement
You may amend or cancel this authorization at any time by providing notice to K-Hub with 30 (thirty) days notice. If you use K-Hub’s services or purchase additional products periodically pursuant to K-Hub’s terms, you authorize K-Hub to debit your bank account periodically. Payments that fall outside of the regular debits authorized above will only be debited after your authorization is obtained.