Business Services Agreement
Customer Agreement
This customer agreement (the "Agreement") contains the terms and conditions that govern your access to and use of FlexHub's services and is an agreement between the business you represent, you and FlexHub. By registering for or using the services, you (on behalf of yourself or the business you represent) agree to be bound by the terms of this Agreement, including the Service Terms applicable to certain additional FlexHub services that you may elect to use.
As used in this Agreement, "we," "us," and "FlexHub" means FlexHub LLC and any of its applicable Affiliates, and "you" means you, the business you represent, and any of its Affiliates. Capitalized terms have the meanings given to them in this Agreement. To the extent there is a conflict between these General Terms and the Service Terms, the conflict will be resolved by giving precedence in the order specified in such documents, or if not specified, the following order: the General Terms, the Service Terms.
This Agreement is required for, and applies to, any entity that requests goods or services by or through FlexHub, regardless of the medium through which such a request is made.
1. Application.
As a condition to enter this Agreement, you are required to complete FlexHub's customer application. By clicking the "I am a representative of the business authorized to enter this Agreement" check box and submitting an application, you agree to be bound by all terms and conditions of this Agreement, including the Service Terms for any applicable service you may request from FlexHub. The representative submitting that application represents and warrants that they are entering this Agreement on behalf of an entity and that both you and your representative have the requisite right, power, and authority to enter into this Agreement on your behalf. You represent and warrant that you will update the information you provide to us in connection with the application such that it remains accurate and complete. You authorize FlexHub (and will provide us documentation evidencing your authorization upon our request) to verify your information (including any updated information) from time to time.
2. Business Information.
Each business entity party represents and warrants that: (i) as a business, it is duly organized, validly existing and in good standing under the Laws of the jurisdiction(s) in which it is registered; (ii) it has all requisite right, power, and authority to enter into this Agreement, perform its obligations, and grant the rights, licenses, and authorizations in this Agreement; (iii) any information provided or made available by one party to the other party or its Affiliates is at all times accurate, complete, not misappropriated from others, and will be promptly updated in the event that it becomes inaccurate or incomplete in the future; (iv) it is not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury's Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce's Entity List), the European Union or its member states, or other applicable government authority; and (v) it will comply with all applicable Laws in performance of its obligations and exercise of its rights under this Agreement.
3. Relationship of Parties.
Subject to Service Terms, you and FlexHub are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. This Agreement will not create an exclusive relationship between you and us. Nothing expressed or mentioned in or implied from this Agreement is intended or will be construed to give to any person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions, and provisions in this Agreement are intended to be and are for the sole and exclusive benefit of you and FlexHub. As between you and us, you will be solely responsible for all obligations associated with the third-party goods or services that you permit us to purchase or use on your behalf, including compliance with any applicable terms of use.
4. Force Majeure.
FlexHub will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control. You acknowledge that you shall bear the risk of any damages or losses due to Force Majeure and your responsibility to insure against the same.
5. Changes to the Terms of Service and/or the Policies.
FlexHub may modify this Agreement at any time in its sole discretion by making an updated version available at the following URL:
https://flexhubus.com/business-services-agreement/
Any service, transaction, or goods that you request from FlexHub after the effective date of the update will be subject to the terms of the agreement available on that web page. It is your responsibility to review such terms prior to making such a request. In the event that you cannot access the agreement on that web page, you should send an email to 'support@flexhubus.com' requesting a copy of the latest agreement.
6. Payment Terms.
FlexHub will provide you with a written statement regarding any payments or amounts owed under this Agreement or any Service Terms. You are responsible for researching the suitability of any good or service for your business. There are no refunds for any payments made by you. All sales are final, and there are no cancellations, or exchanges for sales to you. FlexHub may assist you in mitigating any problem you have in connection with any payment or sale arising under this Agreement, but that assistance shall be exercised in our sole discretion, and we are under no obligation to do so.
If payment is owed by you to FlexHub and it is not made by the due date provided on the statement, then, in addition to other remedies and relief available to FlexHub under this Agreement and any applicable law, any delinquent amounts will be subject to a finance charge of 2% per month or the highest rate allowed by law, whichever is less.
7. Taxes, Chargebacks, and Related Fees.
As between the parties, you will be responsible for the collection, reporting, and payment of any and all of your taxes. All taxes, fees, chargebacks, fines, or other such payments arising from this Agreement or applicable Service Terms, concerning sums payable by you to FlexHub, are exclusive of any applicable taxes, deductions or withholding, and you will be responsible for paying FlexHub any payment that it incurs in connection with payment of those sums.
8. Fees and Conditions for Payment from FlexHub.
If we determine that your actions or performance may result in Disputes, returns, chargebacks, claims, violations of this Agreement or any applicable Service Terms, violations of law or other risks to FlexHub or third parties to which FlexHub may be responsible, then we may in our sole discretion withhold any payments to you for as long as we determine any related risks to FlexHub or third parties persist. For any amounts that we determine you owe us, we may (i) charge your credit card or any other payment instrument you provide to us; (ii) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you or amounts we may owe you; (iii) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt; (iv) reverse any credits to your bank account; (v) exercise any lien that FlexHub may have on your property; or (vi) collect payment or reimbursement from you by any other lawful means.
To be eligible for payment by FlexHub, you must refrain from deceptive, fraudulent, or illegal activity and remain in compliance with our Program Policies. If we determine that you — or any other account you have operated — has been used to engage in deceptive, fraudulent, or illegal activity (including the sale of counterfeit or stolen goods), or your use of our services has harmed — or our controls identify that it might harm other sellers, customers, or FlexHub's lawful interests — then we may in our sole discretion permanently withhold any payments to you, because these activities expose FlexHub to financial risks and inflict monetary damages and irreparable non-monetary harms on us.
9. Binding Agreement to Arbitrate Disputes; Terms of Dispute Resolution; Governing Law.
To the fullest extent permitted by law, the parties agree that all Disputes shall be resolved exclusively by final and binding arbitration and not in court. Accordingly, each party knowingly and voluntarily waives any right it may have to sue in court, to have a judge or jury decide any Dispute, or to receive a jury trial on any Dispute.
(a) Arbitration Rules; Administration; Delegation of Arbitrability.
The arbitration shall be administered by the American Arbitration Association ("AAA") and conducted under the AAA Commercial Arbitration Rules and Mediation Procedures (the "AAA Commercial Rules") and the Parties agree to apply the AAA Commercial Rules then in effect when the AAA's administrative filing requirements are satisfied for the Demand for Arbitration. The parties agree to apply the AAA Commercial Rules Expedited Procedures, heard by a single arbitrator, in all disputes in which no disclosed claim or counterclaim exceeds $300,000, exclusive of interest, attorneys' fees, consequential damages, punitive damages, and arbitration fees and costs.
The arbitrator (and not any court) shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, formation, existence, scope, enforceability, or validity of this arbitration agreement or the arbitrability of any Dispute, including any claim that all or any part of this arbitration agreement is void or voidable.
(b) New Jersey Arbitration Venue; New Jersey Courts for Ancillary Relief.
The seat and the locale of the arbitration shall be in New Jersey, at a location determined by the arbitrator after consulting the parties, or such other location as the parties may agree in writing. The arbitrator may conduct conferences or hearings by telephone or videoconference when appropriate.
Any judicial proceeding permitted under subsection (f) below (Ancillary Court Actions) shall be brought exclusively in the state or federal courts located in the State of New Jersey, and each party irrevocably submits to the personal jurisdiction of those courts for those limited purposes.
(c) Definition of Dispute.
As used in this Agreement, "Dispute" means any past, present, or future claims or controversies of any kind, whether based in contract, statute, regulation, tort (including negligence, misrepresentation, fraud, or inducement), equity, or any other legal theory, and whether seeking damages, declaratory relief, specific performance, or injunctive or other equitable relief.
(d) Remedies; Reasoned Award.
The arbitrator may award any remedy or relief that would be available in a court of competent jurisdiction under applicable law, including interim, injunctive, or equitable relief, and specific performance. The arbitrator shall award attorneys' fees and costs to the extent authorized by this Agreement and permitted by applicable law. The parties agree to request a reasoned award.
(e) Arbitration Confidentiality.
The parties shall maintain the confidentiality of the arbitration, including the existence of the proceeding, all pleadings and submissions, all testimony and evidence, and any award, except to the extent disclosure is required by law, to enforce or challenge an award, to seek or comply with interim/provisional relief, to satisfy auditors/insurers, or to pursue/defend related claims against non-parties (in each case, subject to appropriate confidentiality protections where available).
(f) Ancillary Court Actions; Interim Relief.
Nothing in this Agreement prevents a party from filing an action in a court of competent jurisdiction solely to compel arbitration, enforce this arbitration agreement, confirm/vacate/modify an award, or obtain interim, emergency, or provisional relief (including a temporary restraining order or preliminary injunction issued by a court of competent jurisdiction to protect FlexHub from irreparable harm). You agree that any violation or threatened breach of this Agreement that is unlikely to be adequately compensated by a monetary award provided through the applicable arbitral or judicial process will cause irreparable injury to FlexHub, entitling us to obtain such injunctive relief. Any such action shall not be deemed incompatible with this agreement to arbitrate or a waiver of the right to arbitrate.
(g) Class / Collective / Representative Action Waiver.
ALL ARBITRATIONS SHALL PROCEED ONLY ON AN INDIVIDUAL BASIS. NO PARTY SHALL BRING, AND THE ARBITRATOR SHALL HAVE NO AUTHORITY TO HEAR OR AWARD RELIEF ON, ANY DISPUTE AS A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION (INCLUDING ANY PRIVATE ATTORNEY GENERAL OR SIMILAR REPRESENTATIVE THEORY), OR TO CONSOLIDATE THE CLAIMS OF DIFFERENT PERSONS OR ENTITIES, EXCEPT WHERE ALL PARTIES EXPRESSLY AGREE IN WRITING AFTER THE DISPUTE ARISES.
(h) Attorneys' Fees and Costs.
To the fullest extent permitted by applicable law, in any arbitration arising out of or relating to this Agreement, the Prevailing Party shall recover from the non-prevailing party all reasonable attorneys' fees and all reasonable costs and expenses incurred in connection with such Dispute, including (as applicable) filing and administrative fees, arbitrator compensation and expenses, expert fees, court reporter and transcript costs, and document discovery/production costs.
"Prevailing Party" means the party that (i) obtains substantially the relief sought in the arbitration (whether by award, dispositive order, or settlement memorialized in a consent award), (ii) obtains dismissal with prejudice of the other party's claims, or (iii) otherwise achieves a material alteration of the parties' legal relationship in its favor. Where both parties prevail in part, the arbitrator shall determine the Prevailing Party, if any, and may apportion fees and costs accordingly.
This fee-shifting provision also applies to any ancillary court action as defined in subsection (f). In such actions, a party shall be considered a Prevailing Party upon entry of any order dismissing an ancillary court action in favor of arbitration and shall be entitled to immediate recovery of its reasonable attorneys' fees, costs, and expenses incurred in connection with that action.
(i) Governing Law.
This Agreement, and any Dispute arising out of or related to this Agreement, including your status as a customer of FlexHub, or any Service Terms and Services provided by or through FlexHub, shall be governed by and construed in accordance with the laws of the State of New Jersey, without giving effect to any choice-of-law or conflict-of-laws rules that would cause the application of the laws of any other jurisdiction.
(j) Severability; Survival.
This arbitration agreement shall survive the termination, rescission, expiration, or invalidity of this Agreement and the relationship of the parties. If any provision of this arbitration clause is held unenforceable, it shall be severed and the remainder shall be enforced to the fullest extent permitted by law; provided, however, that subsection (g) (Class/Representative Action Waiver) is material, and if a court of competent jurisdiction finally determines that the waiver is unenforceable as to a particular Dispute such that the Dispute may proceed on a class, collective, or representative basis, then (i) that Dispute shall proceed only in a court of competent jurisdiction and not in arbitration, and (ii) any remaining Disputes shall proceed in arbitration on an individual basis.
10. Disclaimer.
ALL GOODS AND SERVICES PROVIDED BY OR THROUGH FLEXHUB, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, CHATBOTS, DIGITAL ASSISTANTS, MATERIALS, AND INFORMATION MADE AVAILABLE ON OR PROVIDED IN CONNECTION WITH THE SERVICES ARE PROVIDED "AS-IS." YOU PURCHASE AND USE THOSE GOODS AND SERVICES AT YOUR OWN RISK.
ACCORDINGLY, EXCEPT FOR THOSE REPRESENTATIONS SET FORTH IN SECTION 2 ABOVE, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, FLEXHUB DISCLAIMS: (i) ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT; (ii) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; (iii) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE; (iv) ANY RESPONSIBILITY FOR YOUR ABILITY, ACCESS, APPROVAL OR AUTHORIZATION TO SELL ANY GOOD OR SERVICES PROVIDED TO YOU UNDER THIS AGREEMENT, OR UNDER ANY APPLICABLE SERVICE TERMS, WHETHER BY LAW IN ANY APPLICABLE JURISDICTION OR BY THE CONDITIONS, RULES, OR POLICIES SET BY ANY THIRD-PARTIES; AND (v) ANY RESPONSIBILITY FOR PENALTIES, RESTRICTIONS, OR TERMINATIONS AFFECTING YOUR AGREEMENTS OR ACCOUNTS WITH ANY THIRD-PARTIES. WE DO NOT WARRANT THAT THE SERVICES OR GOODS THAT ARE OFFERED BY OR THROUGH FLEXHUB WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, AUTHENTIC, UNINTERRUPTED, OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION, OR SETTLEMENT OF ANY TRANSACTIONS.
11. Limitations on Liability.
FLEXHUB WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, OR OTHER THEORY), STATUTE OR OTHERWISE TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY, PENALTIES OR RESTRICTIONS OR TERMINATIONS AFFECTING YOUR AGREEMENTS OR ACCOUNTS WITH THIRD-PARTIES, OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF FLEXHUB HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE COSTS OR DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, SERVICE TERMS, OR THE TRANSACTIONS CONTEMPLATED BETWEEN FLEXHUB AND YOU WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS DURING THE PRIOR SIX-MONTH PERIOD PAID BY YOU TO FLEXHUB IN CONNECTION WITH THE PARTICULAR SERVICE OR GOODS GIVING RISE TO THE DISPUTE.
12. Term.
The term of this Agreement will start upon FlexHub's approval of your application. The term of this Agreement shall continue until terminated by you or FlexHub, which may be done, at any time, for any reason, by providing a written notice of termination with at least 30 days advance notice prior to the termination date. If you materially breach this Agreement, FlexHub may immediately terminate this Agreement, or may suspend your rights arising from this Agreement, in whole or in part, to protect its interests against your breach.
You will remain responsible for performing all of your obligations in connection with all transactions arising from this Agreement or any Service Terms, entered into before termination, for any liabilities that accrued before or as a result of termination, and to take, or refrain from, action that would damage or threaten to damage FlexHub's monetary or non-monetary interests due to conduct arising from this Agreement. Accordingly, Sections 6, 7, 8, 9, 10, 11, 14, 15, 17, 18, 19, and 20 shall survive termination.
13. Assignment.
You may not assign this Agreement or any of your rights or obligations under this Agreement without FlexHub's prior written consent.
14. Affiliates and Agents.
You will be responsible for any actions taken by your affiliates, employees, agents, or other third parties on your behalf in connection with this Agreement.
15. Waiver.
The waiver by either party of a breach of or a default under any provision of this Agreement shall not be effective unless done so expressly and in writing and shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor shall any delay or omission on the part of FlexHub to exercise or avail itself of any right or remedy that it has or may have operate as a waiver or election of any right or remedy.
16. Severability.
If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions and will not affect the validity and enforceability of any remaining provisions.
17. Confidentiality.
During the course of this Agreement, you may receive FlexHub's Confidential Information. You agree that all Confidential Information will remain FlexHub's exclusive property; you will use Confidential Information only as is reasonably necessary for your participation in this Agreement or any Service Terms; you will not otherwise disclose Confidential Information to any other person except as required to comply with applicable law; you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement; and you will retain Confidential Information only for so long as its use is necessary for participation in this Agreement or any Services Terms or to fulfill your statutory or tax obligations (e.g. tax). The foregoing sentence does not restrict your right to share Confidential Information with a governmental entity that has jurisdiction over you, provided that you limit the disclosure to the minimum necessary, you explicitly indicate the confidential nature of the shared information to the governmental entity, and you promptly provide FlexHub with advance written notice as soon as you become aware of the need for such a disclosure. You may not issue any press release or make any public statement related to FlexHub, this Agreement, any Service Terms, or use our name, trademarks, or logo, in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way.
(a) Scope of Confidential Information.
"Confidential Information" means information relating to FlexHub or otherwise arising from this Agreement or any Service Terms, that is not known to the general public including, but not limited to, any information identifying or unique to specific customers; reports, insights, and other information about goods and services offered by or through FlexHub; data, including prices, volume, product availability, made available to you by virtue of this Agreement or Service Terms; communications with FlexHub arising or concerning this Agreement or Service Terms; and technical or operational specifications relating to our services.
(b) Irreparable Harm.
You agree that the breach of your obligations concerning FlexHub's Confidential Information would cause FlexHub irreparable harm and entitles FlexHub to seek injunctive relief to prevent, mitigate, or otherwise stop any threatened or actual disclosure or unauthorized use of FlexHub's Confidential Information.
18. Indemnification.
The Parties agree to indemnification obligations and procedures subject to the following definitions for this section: "Indemnified Party" means FlexHub and any applicable affiliates, and each of their and their affiliates' officers, directors, managers, employees, agents, subcontractors, and permitted successors and assigns. "Losses" means all losses, liabilities, damages, judgments, awards, settlements, fines, penalties, taxes, interest, costs, and expenses (including reasonable attorneys' fees, expert fees, and court/arbitration costs). "Claim" means any claim, demand, action, suit, proceeding, investigation, or allegation of legal liability any kind, whether brought by a third party or by one Party against the other party. "Third-Party Claim" means any Claim brought by a person or entity that is not you or FlexHub.
(a) You, as the Indemnifying Party will defend, indemnify, and hold harmless FlexHub, as the Indemnified Party, from and against any Losses arising from or relating to Third-Party Claims for any alleged:
(i) breach or non-fulfillment of any representation, warranty, obligation, or covenant under this Agreement or any applicable Service Terms by you;
(ii) goods, inventory, currency, or intellectual property requested, purchased, fulfilled, sold, provided, marketed, advertised, transferred, or transported by you, which arose from this Agreement or any applicable Service Terms;
(iii) infringement of intellectual property belonging to a third party, including trademarks, copyrights, or patents, or any claim that products sold by you were counterfeit;
(iv) grossly negligent act or omission or willful misconduct by you;
(v) taxes, duties, or fees assessed, incurred, or owed by you in connection with, or arising out of, any transaction arising from this Agreement or any applicable Service Terms, or the collection, payment or failure to collect or make such payments; or
(vi) failure by you to comply with any other applicable laws or contractual obligations, rules, or policies – including marketplace (e.g., Amazon, Walmart) terms of service for any act or omission which arose from this Agreement or any applicable Service Terms.
(b) The Indemnified Party will provide prompt written notice of any Third-Party Claim for which it seeks indemnification; provided that failure to give prompt notice will not relieve the Indemnifying Party of its obligations except to the extent it is materially prejudiced. The Indemnifying Party may not settle any Claim without the Indemnified Party's prior written consent if the settlement (i) imposes any admission of fault, (ii) includes injunctive/non-monetary relief, or (iii) does not include a full release of the Indemnified Party. Each Party will reasonably cooperate in the defense or prosecution of any Claim.
(c) For any Third-Party Claim for which an Indemnified Party seeks indemnification under this section, the Indemnifying Party will, upon written request, promptly advance the Indemnified Party's reasonable attorneys' fees and other reasonable associated costs as they are incurred (including retainers and invoices). Accordingly, the Indemnifying Party will pay any invoiced advanced amounts within ten (10) business days after receipt of reasonably detailed invoices and supporting documentation. If arbitration, or a court of competent jurisdiction (if applicable) finally determines that some or all advanced amounts were not owed because the Claim (or portion thereof) was not indemnifiable under this Agreement, then the Indemnified Party will reimburse the Indemnifying Party for the non-owed portion within thirty (30) days after such final determination. Your advancement obligation is an express obligation that is independent of, and in addition to, any duty to indemnify and is intended to override any default rule that might otherwise limit recovery, or the timing of recover, for fees and costs absent explicit agreement.
(d) No Indemnified Party will be indemnified for Losses to the extent finally determined to have been caused by that Indemnified Party's gross negligence or willful misconduct; in that event, Losses allocated in proportion to the parties' respective fault to the extent required by applicable Law. Attorneys' fees and costs recoverable or advanceable under this must be reasonable and actually incurred.
19. Non-Disparagement.
The parties agree that not to make or publish, and shall cause their officers, directors, owners, employees, agents not to make or publish, any statement to the public, or to a third party not bound by a confidentiality to them, which includes statements on social media, internet forums, or review platforms, that constitutes a knowingly false, defamatory, or disparaging statement concerning each other party, their employees and officers, or any transactions arising from this Agreement or applicable Service Terms, subject to the following provisions:
(a) Exceptions.
Notwithstanding the foregoing, nothing in this Section shall preclude a party from: (i) making truthful statements in the course of any legal proceedings; (ii) responding truthfully to any subpoena or inquiry from a government agency or regulatory body.
(b) Removal of Violative Content.
In the event any party makes or publishes content in violation of this Section, that party agrees to take all necessary steps to immediately remove or retract such content upon written request from the other party, without prejudice to any rights and remedies at law or in equity. The parties agree that failure to comply with this sub-section constitutes irreparable harm to the requesting party.
(c) Liquidated Damages.
FlexHub has invested tremendous resources into its reputation and goodwill, and it operates in an environment that renders it particularly sensitive to false, defamatory, or disparaging statements. Accordingly, you agree that any violation of this Section by you, including your officers, directors, owners, employees, and agents, against FlexHub, shall require you to pay FlexHub $10,000 in liquidated damages for each statement, per website or platform that you make that statement on. The Parties expressly agree that this amount is a reasonable and accurate estimation of the anticipated damages and harm that would likely result from such a breach and that it does not constitute a penalty or forfeiture.
(d) Survival.
This section shall remain in effect for 2 years after the termination of this Agreement.
20. General Release.
BECAUSE FLEXHUB IS NOT INVOLVED IN TRANSACTIONS BETWEEN YOU AND THIRD-PARTIES REGARDING GOODS OR SERVICES THAT YOU PURCHASED UNDER THIS AGREEMENT, AND HAS DISCLAIMED WARRANTIES REGARDING SUCH GOODS OR SERVICES IN SECTION 10, YOU HEREBY AGREE TO RELEASE FLEXHUB FROM ANY DISPUTE THAT ARISES BETWEEN YOU AND A THIRD-PARTY REGARDING THE GOODS OR SERVICES PROVIDED TO YOU UNDER THIS AGREEMENT OR ANY APPLICABLE SERVICE TERM, INCLUDING ANY CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
21. Integrated Agreement.
This Agreement, and any applicable Service Terms, constitutes the complete integrated agreement between the parties concerning the subject matter of this Agreement. All prior agreements, understandings, negotiations or representations, whether oral or in writing, relating to the subject matter of this Agreement are superseded in their entirety by this Agreement. To the extent you are already a party to a business services agreement with FlexHub the terms and conditions of that agreement are hereby terminated and replaced in their entirety with the terms and conditions of this Agreement but you will continue to comply with all your surviving obligations under that agreement.