SABX Terms of Use

Last Updated: July 24, 2021

Welcome to the SABX.com website (the “Site”), owned and operated by SABX, Inc. (“SABX,” “we,” or “us”). SABX Digital Xchange, is a sophisticated yet easy-to-use platform (the “Xchange Platform”) that enables B2B sellers and buyers to digitally expedite their existing manual business practices. Sellers can quickly create public or private online stores, customized for channel, region or program requirements, and build direct relationships with buyers while retaining ownership of their SABX account’s data and information. Buyers can log in to one platform to stay up-to-date on products and promotions, place orders and interact 1:1 with sellers.

These Terms of Use explain the terms by which you (“you,” “Customer” (with respect to a Buyer or Seller business, organization or other legal entity), or “User”) may use the Site and Xchange Platform, together with the content, software, services, products and functionality offered on or through the Site and Xchange Platform (collectively, the “Services”). By accessing or using the Services, you signify that you have read, understood, and agree to be bound by these Terms of Use (these “Terms”), including any policies referenced in these Terms, and to the collection and use of your information as set forth in the SABX Privacy Notice, hereby incorporated by reference. These Terms apply to all visitors, users, Sellers and Buyers (each, as defined in Section 2 (Buyer and Seller Responsibility)), and others who register for or otherwise access the Services (“Users”).

Certain Services may be subject to additional terms and conditions specified by us from time to time, and your use of such Services is subject to those additional terms and conditions, which are hereby incorporated into these Terms by reference. SABX reserves the right to modify these Terms with or without notice. If we materially update any portion of the Agreement, we may notify you by posting an Announcement on the Site before the date becomes effective. We will post the updated Terms in its original location marked with the new date. Changes will not be retroactive. Your continued use of the Services after such modification will constitute acknowledgement and acceptance of the modified Terms. If you do not agree to any of these terms or any future Terms of Use, do not use or access (or continue to access) the Services. If you choose to send SABX a notice under this Agreement, any notice under this Agreement shall be sent by email to info@sabx.com and will be deemed to have been received by SABX on the day such notice is sent, provided that SABX acknowledges having received such email with “read receipt.”

1. Use of Our Services

1.1. Eligibility. This is a contract between you and SABX. You must read and agree to these terms before using the Services. Please read these Terms carefully to ensure that you understand each provision. If you do not agree to the Terms, you may not use the Services. You may use the Services only if you can form a binding contract with SABX, and only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations (“Applicable Law”). Any use or access to the Services by anyone under 18 is strictly prohibited and in violation of these Terms. The Services are not available to any Users previously removed from the Services by SABX. If at any time you do not accept all of these Terms, you must immediately stop using the Services. If you are an entity, the person signing up for and using the Services is acting on behalf of such entity.

1.2. SABX Services. Subject to the terms and conditions of these Terms, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Services for your use only as permitted by the features of the Services and these Terms. SABX reserves all rights not expressly granted herein in the Services and the SABX Content (as defined below in Section 4 (Proprietary Rights)).

The Services are primarily controlled from facilities in the United States. SABX makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Services if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Services are solely directed to individuals, companies, or other entities located in the United States.

1.3. SABX Accounts. Your SABX account gives you access to the Services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts for different types of Users, including Sellers or Buyers (each, as defined in Section 2 (Buyer and Seller Responsibility)). A SABX account registered by a Seller will be complete once SABX verifies the authenticity of the Seller’s SABX account.

If you are registering a SABX account as an administrator of the Services on behalf of a Buyer or Seller entity, (a) you represent and warrant that you have the authority to legally bind the entity and to grant us all permissions and licenses provided in these Terms; (b) the words “you” and “your” used in these Terms mean Buyer or Seller, i.e., the entity registering the Account, in addition to each individual authorized by the entity to access the Services; (c) you are responsible for administering Customer’s access to the Services by adding and removing Users at the Buyer or Seller’s direction; and (d) you shall not allow access to or use of the Services by anyone other than authorized Users.

You may never use another User’s account without permission. When creating your account, you must provide accurate and complete information, and you must keep this information up to date. You are responsible for the activity that occurs on your account, and you must keep your account password secure. Additionally, each Buyer or Seller entity is responsible for its own Users’ compliance with this Agreement, including for ensuring that Users maintain the confidentiality of passwords and user names. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You must notify SABX immediately of any breach of security or unauthorized use of your account. SABX will not be liable for any losses caused by any unauthorized use of your account.

You may control your User profile and how you interact with the Services by changing the settings in your Settings page. By providing SABX your email address, you consent to our using the email address to send you Services-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Services and special offers. If you do not want to receive such email messages, you may opt out by clicking Unsubscribe. Unsubscribing may prevent you from receiving email messages regarding updates, improvements, or offers.

User verification on the Internet is difficult and we do not assume any responsibility for the confirmation of any user’s identity. Notwithstanding the above, for transparency and fraud prevention purposes, and as permitted by applicable laws, we may, but have no obligation to (i) ask users to provide a form of government identification or other information or undertake additional checks designed to help verify the identities or backgrounds of users and (ii) screen users against third party databases or other sources and request reports from service providers. If such additional screening action is taken, you will be promptly notified no later than three days after our initial request. You agree that you may be denied access to or use of the Services if you refuse to provide proof of identity or other method of identity verification.

1.4 Services Rules

1.4.A. Prohibited Uses. You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Services in any medium, including without limitation by any automated or non-automated “scraping;”(ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Services in a manner that sends more request messages to the SABX servers than a human can reasonably produce in the same period of time by using a conventional online web browser (except that SABX grants the operators of public search engines revocable permission to use spiders to copy publicly available materials from the SABX Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Services; (vii) collecting or harvesting any personally identifiable information, including account names, from the Services; (viii) using the Services for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Services; (xi) accessing any content on the Services through any technology or means other than those provided or authorized by the Services; (xii) bypassing the measures we may use to prevent or restrict access to the Services, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein; (xiii) making any commercial use of the Services, including making any collection or use of any product listings, descriptions, prices or images; (xiv) except as permitted pursuant to these Terms, downloading, copying, or transmitting any Content for the benefit of any other merchant or Seller; or (xv) using the Services for any other purposes not expressly permitted under these Terms or without SABX’s express prior written consent.

1.4.B. Changes to the Services. We may change the Services; stop providing the Services or features of the Services, to you or to Users generally; or create usage limits for the Services, with or without notice, but will provide you with notice if such changes have a material effect on our contractual obligations to you. To the extent we make available any new or different features, functionality or enhancements to the Services, we may market these separately and may require the payment of additional fees. You agree that we will not be liable to you or any third party for any SABX actions in keeping with this Section.

2. Seller and Buyer Responsibility

SABX is designed and engineered to give Users who sell or make available for sale products and services on or through the Services (“Sellers”) full control over the data, interactions, and Transactions (as defined below in this Section 2) with their connections through their accounts. SABX does not own, buy, or manage any interaction, media, content or products sent, sold or transacted through the Xchange Platform, and is not liable for any of a Seller’s products, services, delivery, credit (if applicable to Buyer by Seller), the collection and/or remitting of any taxes, verifying the identity or financial strength of Buyers, or any other Transactions that may occur between a Seller and Buyer, or otherwise on or through the Services. All products being sold or transacted through SABX are directly targeted by Sellers to those Users who purchase such products and services from Sellers through the Seller’s SABX store(s) or existing website (“Buyers”). All delivery, logistics, product availability, return, refund and credit terms are also controlled and directed by Sellers. Sellers and Buyers are responsible for verifying one another before Transactions (as defined below in this Section 2) are processed to confirm they want to interact and transact through SABX. “Transaction(s)” means Buyers’ purchase of products or services from a Seller through the Services.

SABX provides a digital exchange platform and is not a middleman. SABX assumes no control over interactions or Transactions regarding products being sold, margins, logistics, or any such associated sales processes. You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. SABX shall have no liability for your interactions with other Users, or for any User’s action or inaction. The Services may be used to find, offer, and enter into Transactions and facilitate payment, but all transactions conducted via the Services and agreements are between Sellers and Buyers. SABX is not acting as an agent in any capacity for any Sellers or Buyers. SABX does not guarantee that all Buyer requests will be reviewed or presented to all the potential Sellers of such good. The Transactions are between Buyer and Seller, and SABX is not a party to any agreement pursuant to such Transaction or responsible for delivery of any goods under such Transaction.

Sellers and Buyers acknowledge and agree that Sellers, not SABX, are solely responsible for the following:

• All content, such as new pricings, programs, updates, product releases, specials promotions, issues, concerns, logistics, how to, and any sales or Buyer- and Seller-related communication created and updated by Seller and interacted directly with by Buyer.
• The accuracy and completeness of the information regarding its products and services offered on or through the Services, and providing updates to such information, as needed.
• Providing and posting the shipping and delivery methods, pricing, and any other shipping and delivery policies, including the service area the Seller ships products and services to.
• Verifying each connection on the Seller side and Buyer side. (Seller verifies Buyers before connecting and starting interactions. Buyer verifies Sellers before accepting connections and starting interactions.)
• Creating and updating its transactional processes, such as stores and pricing.
• Verifying the identity and financial strength of its Buyers before entering into a sale.
• Verifying, if necessary, the location of its Buyers and their business types/profiles.
• Creating and updating its credit terms and conditions.
• Providing and posting any and all refund policies for the sale of its products and services on or through the Services.
• Keeping its contact information readily available and updated so Buyers can contact the Seller directly and resolve sales-related issues that may arise, such as delivery, distribution, product availability, returns, refunds, and similar issues.
• Assuming any and all costs, expenses, damages, and liabilities in connection with the goods and/or services it sells to Buyers, including, without limitation, their compliance with all Applicable Laws.
• Assuming all responsibility for any refund or shipment issues.
• Collecting and remitting any all taxes for Transactions to governmental authorities, including, without limitation, sales taxes, where applicable.

All of the Seller’s interactions and Transactions with its Buyers are encrypted and belong to the Seller, and SABX has no access or power over data generated through Seller’s interactions and Transactions with its Buyers.

3. Content

3.1. Content. Any and all photographs, articles, images, graphics, videos, sounds, music, audio recordings, text, files, profiles, communications, comments, feedback, suggestions, ideas, concepts, questions, or data provided by you to us or collected by us on behalf of you (including through our Affiliates (as defined in Section 3.B. (Seller Content) below)) in connection with the Services, including content that you have posted or uploaded to your Xchange Platform account, the Site generally, or social media accounts tagged with any SABX promoted hashtag (the “Content”) shall be deemed nonconfidential and nonproprietary.  SABX shall have no obligation to monitor Content, use or display Content, compensate you for submitting Content, or respond to any Content. Neither you, nor any other person or entity, will have the right to (i) receive any royalty or consideration of any kind for the use of the Content pursuant to these Terms; or (ii) inspect or approve the editorial copy or other material that may be used in connection with the Content. By using the Services, you grant us and our Affiliates (as defined in Section 3.B. (Seller Content) below) a limited, non-exclusive, royalty-free, worldwide license to use, access, transmit and process any Content to (a) display the Content in connection with the Services; (b) operate, secure and improve the Services (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (c) ensure Users’ compliance with these Terms (or any SABX policy), Applicable Law, or an order or requirement of a court, law enforcement or other administrative agency or governmental body; (d) respond to Content that we determine is harmful or objectionable; or (e) as otherwise set forth in these Terms.

3.2. Analytical Data. You agree that we may collect, analyze and use data derived from Content in de-identified form (i.e., in which all personally identifiable information, including direct and indirect identifiers, has been permanently removed or obscured so the remaining information does not reasonably identify an individual) (“De-Identified Data”) for the following purposes: (1) generating analyses and metrics whether alone or in combination with De-Identified Data from other sources in aggregated and de-identified format (the “Analytical Results”); (2) providing Analytical Results and reports to you and our investors and stakeholders; (3) providing analytics and ongoing monitoring assessments to investors; (4) developing and training our predictive models; and (5) conducting internal research, and for development, marketing and analytic purposes. You agree that we will have the right, both during and after the suspension or termination of your account to use, store, transmit, distribute, modify, copy, display, sublicense and create derivative works of De-Identified Data derived from Content.

3.3. Seller Content. Any and all Content submitted or posted by a Seller on or through the Services (“Seller Content”) shall be the exclusive property of the applicable Seller. By submitting or posting any Seller Content, Seller grants to SABX and its Affiliates (as defined below in this Section 3.C.) a perpetual, irrevocable, royalty-free, worldwide, sublicensable and transferable license to copy, publish, translate, modify, reformat, create derivative works from, distribute, reproduce, sell, display, transmit, publish, broadcast, host, archive, store, cache, use or otherwise exploit all or any portion of the Seller Content, as well as Seller’s name, persona and likeness included in any Seller Content and Seller’s social media account handle, username, real name, profile picture and/or any other information associated with the Seller Content, in any commercial or noncommercial manner whatsoever, in whole or in part, in any and all distribution channels, forms, media or technology, whether now known or hereafter developed, including but not limited to in stores, printed marketing materials, emails, web pages, social media accounts and for any other marketing, advertising, public relations, sales or promotional purposes with or without attribution and without further notice to Seller. “Affiliates” includes SABX’s owners, licensees, assigns, subsidiaries, affiliated companies, officers, directors, managers, suppliers, partners, sponsors, and advertisers, and includes (without limitation) all parties involved in creating, producing, and/or delivering the Services and/or contents and your products available on or through the Services.

3.4. Buyer Content. Any and all Content submitted or posted by a Buyer on or through the Services (“Buyer Content”) shall be the exclusive property of the applicable Buyer. By submitting or posting any Buyer Content, Buyer grants to SABX and its Affiliates (as defined below in this Section 3.B.) a perpetual, irrevocable, royalty-free, worldwide, sublicensable and transferable license to copy, publish, translate, modify, reformat, create derivative works from, distribute, reproduce, sell, display, transmit, publish, broadcast, host, archive, store, cache, use or otherwise exploit all or any portion of the Buyer Content, as well as Buyer’s name, persona and likeness included in any Buyer Content and Buyer’s social media account handle, username, real name, profile picture and/or any other information associated with the Buyer Content, in any commercial or noncommercial manner whatsoever, in whole or in part, in any and all distribution channels, forms, media or technology, whether now known or hereafter developed, including but not limited to in stores, printed marketing materials, emails, web pages, social media accounts and for any other marketing, advertising, public relations, sales or promotional purposes with or without attribution and without further notice to Buyer. “Affiliates” includes SABX’s owners, licensees, assigns, subsidiaries, affiliated companies, officers, directors, managers, suppliers, partners, sponsors, and advertisers, and includes (without limitation) all parties involved in creating, producing, and/or delivering the Services and/or contents and your products available on or through the Services.

3.5. Your Warranty for Content. You represent and warrant that: (i) you own or control any and all rights in and to the Content, and the right to grant all of the rights and licenses in these Terms, and if you are not the holder of such rights, the holder of such rights has completely and effectively waived all such rights and irrevocably granted you the right to grant the licenses stated above without the need for payment to you or any other person or entity; (ii) you have obtained permission from any individuals that appear in the Content to use, and grant others the right to use, their name, image, voice and/or likeness without the need for payment to you or any other person or entity; (iii) you are 18 years of age or older; and (iv) the Content does not (a) contain false or misleading information, (b) infringe on the intellectual property, privacy, publicity, statutory, contractual or other rights of any third party, (c) contain any libelous, defamatory, obscene, offensive, threatening or otherwise harassing or hateful content, (d) contain any addresses, email addresses, phone numbers or any contact information or (e) contain computer viruses, worms or other harmful files. Upon request by SABX, you will furnish SABX any documentation, substantiation or releases necessary to verify your compliance with these Terms. You are solely responsible for the Content and you hereby agree to indemnify and hold SABX and its employees and Affiliates harmless from any and all damages, claims, expenses, costs or fees arising from or in connection with a breach of any of the foregoing representations or your violation of any law or rights of a third party.

3.6. Content Accuracy & Reliability. SABX does not guarantee the truthfulness, accuracy or reliability of any Content or endorse any opinions expressed by you or anyone else. By submitting or posting the Content you fully and unconditionally release and forever discharge SABX and its officers, directors, employees and agents from any and all claims, demands and damages (actual or consequential, direct or indirect), whether now known or unknown, of every kind and nature relating to, arising out of or in any way connected with: (i) disputes between you and one or more Users or any other person or entity, or (ii) the use by SABX or you of the Content, including, without limitation, any and all claims that use of the Content pursuant to these Terms violates any of your intellectual property rights, copyrights, rights of publicity or privacy, “moral rights,” or rights of attribution and integrity. You acknowledge and agree that SABX has no control over, and shall have no liability for any damages resulting from, the use (including, without limitation, re-publication) or misuse by you or any third party of any Content. SABX acts as a passive conduit for Content and has no obligation to screen or monitor Content. If SABX becomes aware of any Content that allegedly may not conform to these Terms, SABX may investigate the allegation and determine in its sole discretion whether to take action in accordance with these Terms. SABX has no liability or responsibility to Users for performance or nonperformance of such activities.

3.7. Removal of Content. SABX has the absolute right to remove and/or delete without notice any Content within its control that it deems objectionable. You consent to such removal and/or deletion and waive any claim against SABX for such removal and/or deletion. SABX is not responsible or liable for failure to store posted content or other materials you transmit through the Services. You should take measures to preserve copies of any data, material, content or information you post on the Services or any other sites or platforms.

4. Our Proprietary Rights

4.1. SABX Content. Except for your Content, the Services and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, Services marks, copyrights, photographs, audio, videos, music, and Content belonging to other Users (the “SABX Content”), and all Intellectual Property Rights related thereto, are the exclusive property of SABX and its licensors (including other Users who post Content to the Services). Except as explicitly provided herein, nothing in these Terms shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any SABX Content. Use of the SABX Content for any purpose not expressly permitted by these Terms is strictly prohibited. “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights and proprietary rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

4.2. Feedback. You may choose to or we may invite you to submit comments or suggestions about the Services, including without limitation about how to improve the Services or our products (“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place SABX under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, SABX does not waive any rights to use similar or related ideas previously known to SABX, or developed by its employees, or obtained from sources other than you.

5. Order Payments and Shipping

5.1. Product Information. Sellers shall provide information regarding its products and services offered on or through the Services to Users. SABX is not responsible for the accuracy of the availability of any product or service offered by Sellers on or through the Services.

5.2. Payments. Sellers have two options for collecting payments from Buyers within the Services.

SABX Merchant Services. Sellers can set up and use payment processing and merchant services made available through the Service via a third-party payment processor (“Processor”) to collect payment via ACH or credit/debit card (“SABX Merchant Services”).  Sellers can use SABX Merchant Services to charge Buyers at the time of shipment or at a later date based on terms agreed upon with the Buyer.  Sellers are responsible for fees, including payment and/or credit card processing fees, associated with using SABX Merchant Services (including as described in SABX’s FAQ, found here: [__]).

To register for SABX Merchant Services, Sellers may be asked to provide banking/credit card and/or other information to the Processor.  Sellers will be subject to the Processor’s applicable terms, conditions and privacy policies, as accepted by Seller upon registration for SABX Merchant Services, in connection with processing Buyer payments associated with Transactions. The completion of Transactions may be subject to verification of the User’s identity, payment information or other information by the Processor. In particular, you cannot use SABX Merchant Services to enable any person (including you) to benefit from restricted businesses or activities. You authorize us to share your payment method information with any Processor that is or will be integrated into SABX Merchant Services. We may refuse, condition, or suspend any transaction or account (including your use of SABX Merchant Services) if we believe you have violated this Agreement or that your activities or transactions expose you, us, or others to unacceptable risks, as determined by us in our sole discretion. You authorize us to share data relating to SABX Merchant Services with the applicable payment processing third party for their use in accordance with their privacy policy. Please refer to our privacy policy for details on how we otherwise collect, use, and disclose data made available to us as part of SABX Merchant Services. We are not responsible for any act or omission of the Processor.

Seller System. Sellers can facilitate billing and collect payments outside of the Service using their own systems.

Sellers reserve the right, with or without prior notice, to: (i) limit the available quantity of or discontinue any product or service; (ii) bar any User from making or completing any or all Transaction(s); and (iii) refuse to provide any User with any product or service in its sole discretion, provided that the applicable Seller or Buyer agrees to pay all charges that may be incurred on or through the Services, at the price(s) in effect when such charges are incurred including, without limitation, all shipping and handling charges. Sellers remain responsible for any taxes that may be applicable to its Transactions.

5.3. Shipping. Sellers determine the mode of shipping and delivery, which may include delivery by Sellers to Buyers or in-person pick-ups arranged by Sellers.  Sellers are solely responsible for the fulfillment of Transactions and shipment of any products or services purchased by Buyers through the Services and for communicating with Buyers regarding issues related to fulfillment, shipping, or delivery.  Sellers are responsible for identifying and clearly providing to Buyers through the Services the applicable delivery options and the covered service area.  We are not responsible for the fulfillment of Transactions or the shipment or delivery of any products.

5.4. Products and Services Refunds and Returns. All Sellers must clearly provide and post any refund policies for the sale of their products and services through the Services.  Sellers are solely responsible for receiving and processing any return or refund requests from Buyers and communicating with Buyers regarding issues related to returns or refunds.  SABX does not receive, store, or take title to any items, including returned items.  At the Seller’s discretion, a refund may be issued without requiring a return.

5.5.  Risk of Loss. Except as otherwise set forth herein, the risk of loss for and title to products purchased on or through the Services at all times belongs to the Seller until it passes to the Buyer upon delivery to the carrier.

5.6. California Residents. The provider of Services is set forth in these Terms.  The applicable charges and fees are set forth in these Terms (including in Section 6 below) and otherwise via the Services or the Site. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Sites of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

5.7. Independent Contractor. If you choose to use the Services, your relationship with SABX is limited to being an independent, third-party contractor, and not an employee, agent, joint venture or partner of SABX for any reason (except as limited payment agent to Seller as set forth above), and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of SABX. SABX does not, and shall not be deemed to, direct or control you generally or in your performance under these Terms specifically, including in connection with your Transaction.

5.8. Tax Calculations. You are responsible for payment of all applicable federal, provincial, state, local or other governmental sales, value-added, goods and services, harmonized or other taxes, fees, or charges (“Taxes”) relating to your Transactions and your use of the Services. You must collect, report, and/or pay the correct amounts to the appropriate authorities if applicable, and if needed, tell your customers about any Taxes they may be required to pay and issue appropriate invoices. If we are obligated to pay or collect Taxes on your Transactions or your use of the Services, you are responsible for these Taxes, and we may collect payment for them from you.

6. SABX License Plans

Buyers. SABX does not charge Buyers for their use of SABX Services.

Sellers. A Seller’s SABX account is billed on a monthly basis for the fees set forth below, according to the license plan (the “License Plan”) selected by the Seller (the “Selected License Plan”).  The License Plans and applicable fee amounts can be found on sabx.com: [insert link to License Plan grid on SABX website].

License Fees. SABX will charge Seller accounts the fixed monthly license fee associated with the Selected License Plan (the “License Fee”).  At the beginning of each month, SABX will bill and charge Sellers for the License Fee applicable to the then-current month.

Order Processing Fee. SABX will charge Seller accounts an order processing fee associated with the Selected License Plan (the “Order Processing Fee”).  The Order Processing Fee will be calculated when the Seller receives an order from a Buyer, based on the total value of such order when initially received by the Seller, including shipping, handling, and other fees charged by the Seller.  If the value of such order subsequently changes or such order is cancelled, the Order Processing Fee will continue to apply and the Order Processing Fee amount will remain the same as originally calculated at the time of initial receipt by the Seller.   After the end of each month, SABX will calculate, bill, and charge Sellers for the total Order Processing Fees for such month.

Payment Terms. All License Fees and Order Processing Fees are automatically charged according to the payment method provided by the Seller.  All License Fees and Order Processing Fees are non-refundable.  When Sellers provide bank card information, account numbers, or other information necessary to facilitate payment to SABX, the Seller represents that it is authorized to use such bank card or other information to pay for the Services.  If a Seller’s payment is rejected or otherwise fails, such Seller will be required to provide updated payment or otherwise complete payment in full within thirty (30) days.  If payment is not received by this date, SABX may at its discretion suspend or cancel the Seller’s account.  If legal action is necessary to collect on balances due, the Seller agrees to reimburse SABX and its vendors or agents for all expenses incurred to recover sums due, including collection agency fees, attorneys’ fees and other legal expenses.

7. Privacy

Except as required for account registration and payment, you shall not submit, or cause to be submitted, any Content that includes a social security number, passport number, driver’s license number, or similar identifier, credit card or debit card number, employment, financial or health information, personal information relating to a resident of the European Economic Area or personal information relating to an individual under sixteen (16) years of age, or any other information which may be subject to additional protections under applicable laws or regulations including, but not limited to, the Gramm-Leach-Bliley Act (GLBA) or the Health Insurance Portability and Accountability Act (HIPAA), the Children’s Online Privacy Protection Act (COPPA), or which could give rise to notification obligations under data breach notification laws, without the other party’s prior written approval.

8. Copyright Complaints

It is our policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Services, please notify SABX’s copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:

1. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
2. Identification of the copyrighted work that you claim has been infringed;
3. Identification of the material that is claimed to be infringing and where it is located on the Services;
4. Information reasonably sufficient to permit SABX to contact you, such as your address, telephone number, and, email address;
5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
6. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

The above information must be submitted to the following DMCA Agent:

Attn:
DMCA Notice
SABX, Inc.

Address:
1389 Center Drive
Suite 200
Park City, Utah 84098

Email: copyright@SABX.com

Under federal law, if you knowingly misrepresent that online material is infringing, you may be subject to criminal prosecution for perjury and civil penalties, including monetary damages, court costs, and attorneys’ fees.

Please note that this procedure is exclusively for notifying SABX and its Affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with SABX’s rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other Applicable Laws.

In accordance with the DMCA and other Applicable Law, SABX has adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. SABX may also at its sole discretion limit access to the Services and/or terminate the accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

As stated above, all communications sent by you to us will be treated as non-confidential and non-proprietary (subject to our Privacy Notice). Please do not submit confidential or proprietary information to us, including patentable ideas, new content suggestions or business proposals, unless we have mutually agreed in writing otherwise. Ideas that we receive unsolicited will be treated as property owned by SABX and will not be returned to you.

9. Third-Party Links and Information

The Services may contain links to third-party websites, information, products, services, content or materials (“Third-Party Sites”) that are not owned or controlled by SABX. The presence of such Third-Party Sites provided on or through the Services do not constitute an endorsement by SABX of such Third-Party Sites. SABX does not endorse or assume any responsibility for any such Third-Party Sites, including the functionality, actions, inactions, privacy settings, privacy policies, terms, or content thereon. If you access a Third-Party Site from the Services or share your Content on or through any Third-Party Sites, you do so at your own risk, and you understand that these Terms and SABX’s Privacy Notice do not apply to your use of such Third-Party Sites. You expressly relieve SABX from any and all liability arising from your use of any Third-Party Sites, including without limitation Content submitted by other Users. Additionally, your dealings with or participation in promotions of advertisers found on the Services, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that SABX shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.

10. Termination and Suspension

10.1. Termination and Suspension by SABX. We may permanently or temporarily terminate or suspend your access to the Services or terminate this Agreement (in each case, in whole or in part) without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason.

10.2. Effect of Termination. Upon termination of this Agreement for any reason, all licenses set forth in this Agreement will immediately terminate upon expiration of such license term, unless SABX terminates this Agreement for cause, in which case, termination of your access to the Services is immediate, and you will immediately cease using the Services, SABX will cease providing the Services, and the rights and obligations of both parties to this Agreement will cease (other than any and all obligations that survive pursuant this Section 10).  If SABX terminates this Agreement for any reason, SABX will refund the monthly license fee paid by the Seller for that month.

10.3. Survival of Agreement Terms and Conditions. Upon termination for any reason or no reason, you continue to be bound by the terms and conditions of this Agreement that by their nature should survive such termination, including accrued rights to payment, indemnification, warranty disclaimers, and limitations of liability.

11. Indemnity

You agree to defend, indemnify and hold harmless SABX and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Services, including any data or content transmitted or received by you; (ii) your violation of any term of these Terms, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any Applicable Law, rule or regulation; (v) Content or any content that is submitted via your account including without limitation misleading, false, or inaccurate information; (vi) your willful misconduct; or (vii) any other party’s access and use of the Services with your unique username, password or other appropriate security code. In connection with the foregoing, SABX will notify you promptly after SABX becomes aware of any such claim. SABX has the right to defend and/or settle any such matter in such manner as SABX deems appropriate, without your consent, and you must reimburse SABX for all costs reasonably incurred in defending and/or settling any such matter, including reasonable attorneys’ fees.

12. No Warranty

The Services are provided on an “as is” and “as available” basis. Use of the Services is at your own risk. To the maximum extent permitted by Applicable Law, the Services are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you from SABX or through the Services will create any warranty not expressly stated herein. Without limiting the foregoing, SABX and its affiliates do not warrant that the content is accurate, reliable or correct; that the Services will meet your requirements; that the Services will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Services are free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Services is downloaded at your own risk and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from such download or your use of the Services.

Sellers may provide separate representations and/or warranties regarding their products directly to buyers using the Services. Sellers shall be solely responsible for any and all representations and warranties provided to Buyers purchasing their products and services through the Services, including, but not limited to, representations and warranties regarding health, safety, and other product information, if applicable.

All of the Seller’s descriptions, images, references, features, content, specifications, products, and prices of products and services described or depicted on the Services are subject to change at any time without notice. Certain weights, measures, and other descriptions are approximate and are provided for convenience purposes only. The inclusion of any products or services on the Services does not imply or warrant that these products or services will be available. It is the Buyer’s responsibility to ascertain and obey all applicable local, state, federal, and international laws (including minimum age requirements) in regard to the receipt, possession, use, and sale of any item purchased through the Services from their Sellers. By placing an order, a Buyer represents that the products and services ordered will be used in a lawful manner.

The Services may display names, marks, products, advertisements, or services of third parties, or links to third-party sites. In no event will SABX be liable, directly or indirectly, to any Seller for damages or loss arising from or relating to use, continued use, or reliance on any advertisement displayed on the Services, products, services, or other materials relating to such advertisement, linked third-party site, or linked contained in a linked site.

Federal law, some states, provinces and other jurisdictions do not allow the exclusion and limitations of certain implied warranties, so the above exclusions may not apply to you. This agreement gives you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers and exclusions under this agreement will not apply to the extent prohibited by Applicable Law.

13. Limitation of Liability

13.1. Exclusion of Damages. In no event will SABX be liable for any indirect, incidental, consequential, special, punitive or exemplary damages, including lost profits, loss of use, loss of data, cost of procurement of substitute goods or services, however caused, and on any theory of liability, whether for breach of contract, tort (including negligence and strict liability), or otherwise, whether or not SABX has been advised of the possibility of such damages.

13.2. Maximum Aggregate Liability.  SABX’s maximum aggregate liability under, arising out of or relating to this Agreement or the Services shall not exceed (A) WITH RESPECT TO CUSTOMERS, the total amount of fees paid hereunder to SABX during the twelve (12) months preceding the date the liability first arises OR (B) WITH RESPECT TO INDIVIDUAL USERS, ONE HUNDRED DOLLARS ($100).

13.3. Acknowledgement.  The liability limited by sections 13.1 and 13.2 apply: (A) to liability for negligence; (B) regardless of the form of action, whether in contract, tort, strict product liability, or otherwise; (C) even if SABX is advised in advance of the possibility of the damages in question and even if such damages were foreseeable; and (D) even if user’s remedies fail of their essential purpose. If Applicable Law limits the application of the provisions of this Section 13, SABX’s liability will be limited to the maximum extent permissible by such law.

Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. This agreement gives you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers, exclusions, and limitations of liability under this agreement will not apply to the extent prohibited by Applicable Law.

14. CHOICE OF LAW AND VENUE AND DISPUTE RESOLUTION

These Terms shall be governed by the internal substantive laws of the State of Delaware, without respect to its conflict of laws principles.

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

14.1. Initial Dispute Resolution

We are available by email at info@sabx.com to address any concerns you may have regarding your use of the Services. Most concerns may be quickly resolved in this manner. You agree to use best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations which shall be a precondition to either party initiating a lawsuit or arbitration.

14.2. Agreement to Binding Arbitration

If we do not reach an agreed-upon solution within a period of thirty (30) days from the time informal dispute resolution is resolved, then either you or we may initiate binding arbitration. All claims arising out of or relating to these Terms (including its formation, performance and breach), the parties’ relationship with each other and/or your use of the Services shall be finally settled by binding arbitration administered on a confidential basis by AAA, in accordance with the AAA Arbitration Rules and Procedures, excluding any rules or procedures governing or permitting class actions. Such arbitration will take place in San Francisco, California.  Each party will have the right to use legal counsel in connection with arbitration at its own expense. The parties shall select a single neutral arbitrator in accordance with the AAA Arbitration Rules and Procedures. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of your Agreement, including, but not limited to, any claim that all or any part of your Agreement is void or voidable. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be in writing and provide a statement of the essential findings and conclusions, shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. The interpretation and enforcement of this Agreement shall be subject to the Federal Arbitration Act. If you initiate arbitration, to the extent the filing fee for the arbitration exceeds Two Hundred and Fifty U.S. Dollars ($250) and the claim is found to be non-frivolous, we will pay the additional cost. You will not be required to pay fees and costs incurred by us if you do not prevail in arbitration.

You understand that, absent this mandatory provision, you would have the right to sue in court and have a jury trial. You further understand that the right to discovery may be more limited in arbitration than in court.

14.3. Class Action and Class Arbitration Waiver

You and we each further agree that any arbitration shall be conducted in our respective individual capacities only and not as a class action, and you and we each expressly waive our respective right to file a class action or seek relief on a class basis. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

14.4. Term for Cause of Action

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

14.5. Exclusive venue for litigation

You and we expressly consent to exclusive jurisdiction in of the exclusive jurisdiction and venue of the state and federal courts located in San Francisco County, California, for any litigation that is not required to be resolved by arbitration as required herein, other than small claims court actions. In the event of litigation relating to these Terms or the Services, you agree to waive, to the maximum extent permitted by law, any right to a jury trial, except where a jury trial waiver is not permissible under applicable law.

15. General

15.1. Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by SABX without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

15.2. Entire Agreement/Severability. These Terms, together with any amendments and any additional agreements you may enter into with SABX in connection with the Services, shall constitute the entire agreement between you and SABX concerning the Services. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force.

15.3. No Waiver. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and SABX’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

15.4. Contact. Please contact us at info@sabx.com with any questions regarding these Terms.