MakersHub Terms of Service

Last Updated: July 31st, 2023

Welcome, and thank you for your interest in MakersHub, Inc. (“MakersHub,” “we,” or “us”) and our website at www.makershub.ai, along with our related websites and hosted applications and other services provided by us (collectively, the “Service”). These Terms of Service are a legally binding contract between you and MakersHub regarding your use of the Service.

PLEASE READ THE FOLLOWING TERMS CAREFULLY:

BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING MAKERSHUB’S PRIVACY POLICY (TOGETHER, THESE “TERMS”). If you are not eligible, or do not agree to the Terms, then you do not have our permission to use the Service. YOUR USE OF THE SERVICE, AND MAKERSHUB’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY MAKERSHUB AND BY YOU TO BE BOUND BY THESE TERMS.

ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 16 ( Dispute Resolution and Arbitration ), you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND MAKERSHUB ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.

• 1.MakersHub Service Overview. The Service includes MakersHub’s accounts payable and business intelligence solution, which uses artificial intelligence and machine learning to capture and itemize various data points from invoices and automate payments to vendors.
• 2.Payment Service. The Service includes features that allow you to make payments to third parties (“Vendors”), including by ACH, check, and wire (the “Payment Service”).
• 2.1Payment Accounts. In order to use the Payment Service, you must associate one or more valid bank account(s) with your account on the Service (your “Payment Account”). If you use the Payment Service, you represent and warrant that: (a) you have the right and authority to link the Payment Account with the Service and authorize the initiation of ACH debit or credit entries; (b) the information that you have provided about the Payment Account is correct, complete, and accurate; and (c) the payments that you request using the Payment Service comply with these Terms and applicable law, regulations, and rules. You agree to notify MakersHub immediately if the Payment Account information or ownership changes.
• 2.2Vendors; Payment Data.To send payments to Vendors, you must provide certain information about each requested payment transaction, including vendor information, payment terms, and billing details (“Payment Data ”). The Service may allow you to upload invoices, bills, statements of account, purchase orders, or other documents from Vendors to the Service (“Bills”) and may automatically populate relevant Payment Data fields on the Service using such Bills (“Bill Automation Service”). You represent and warrant that you have obtained all necessary authorizations and consents from the applicable Vendors to share the Payment Data and Bills with MakersHub. You authorize MakersHub to contact the Vendors that you wish to pay through the Payment Service for the purpose of facilitating your use of the Payment Service. You are solely responsible for the accuracy of all Payment Data. The Bill Automation Service uses artificial intelligence to analyze Bills and generate Payment Data. You acknowledge that due to the nature of machine learning, the data generated using the Bill Automation Service, including any Payment Data, may contain inaccuracies, errors, or omissions. If you use the Bill Automation Service to populate the required Payment Data, it is your sole responsibility to verify the accuracy of such information as it appears on the Service before submitting a payment. MakersHub will not be responsible for any mistakes, inaccuracies, or omissions in the Payment Data that you submit, including those that occur as a result of your use of the Bill Automation Service. If you upload Bills to the Service, you hereby grant MakersHub the right to use the data, content, and information derived from Bills to provide and improve Service, including to train our algorithms internally through machine learning techniques. You agree that MakersHub may aggregate your data with the data of other MakersHub customers for such purposes.
• 2.3Payment Methods. You may be able to pay Vendors by ACH payment, check, or wire as part of the Payment Service. MakersHub may change or limit the payment methods available to you at any time or select the method by which a payment transaction may be made in its sole discretion. When you submit or authorize a payment on the Payment Service, you authorize MakersHub and its payment providers to process a debit or charge to your Payment Account in the full amount of each payment you have requested. Payments may be subject to delays by your bank, take time to clear, or otherwise be subject to delays outside of our control. MakersHub does not guarantee that a payment will be made on any specific date. It is your sole responsibility for ensuring that a payment to a Vendor is made in accordance with applicable law and your agreement with such Vendor. Please submit payments with enough lead time to ensure you meet your payment obligations with your Vendors.
• 2.4Fast Payments. MakersHub may in its sole discretion, offer the ability for you to request that certain payments to Vendors be delivered in a reduced time frame (“Fast Payments”). Fast Payments may be subject to an additional fee, which, if applicable, will be displayed on the Service at the time you request the Fast Payment. Your use of the Fast Payments feature is subject to the other terms in this Section 2 ( Payment Service ) and you remain responsible to MakersHub for all chargebacks, ACH returns, fees, and penalties under Section 2.7 ( Rejected Debits ). MakersHub does not guarantee that the Fast Payments feature will be available and MakersHub may discontinue it at any time or for any requested transaction(s) in its sole discretion.
• 2.5Chargebacks. In the event that you initiate a clawback, chargeback, or ACH return for a payment that has already been sent to the designated Vendor (“Chargeback” ), you agree to assign, and do hereby assign, any claims you have against that Vendor associated with the Chargeback. Further, you agree that we may (but are not obligated to) contact the Vendor directly to request reimbursement for the any payment sent to the Vendor for which you have initiated a Chargeback. You will provide reasonable cooperation to MakersHub if MakersHub attempts to receive such reimbursement. However, in all cases, you remain liable to MakersHub in full for any Chargebacks. If MakersHub does not collect reimbursement from a Vendor for a Chargeback (which it may pursue in its sole discretion), you must fully reimburse MakersHub for any payment that has been transmitted to the Vendor by MakersHub related to the Chargeback plus any associated collection costs or fees.
• 2.6ACH Payments. You hereby authorize MakersHub (acting through its payment provider) to electronically debit your designated Payment Account via ACH in order to remit payment to Vendors as requested by you through the Payment Services or to credit your account via ACH as may be applicable (e.g. in case of a returned payment from a Vendor). This authorization will remain in effect until it is revoked or canceled by you. You may revoke or cancel your authorization by notifying MakersHub in writing of your desire to cancel, with such revocation effective 30 days after MakersHub receives your notice.
• 2.7MakersHub Rights. You acknowledge and agree that MakersHub may limit any payment or refuse to make any payment requested or initiated through the Service for any reason without any liability to you. You grant MakersHub the right to suspend, cancel, or terminate any payments that are requested or initiated by you in its sole discretion. MakersHub reserves the right to refuse to make payment to any Vendor for any reason. If MakersHub suspends or cancels a payment you have requested, MakersHub will credit the amount of any electronic ACH debits used to fund the payment to your Payment Account (if such funds have already been drawn from your Payment Account).
• 2.8Rejected Debits. If your Payment Account rejects your payment through the Service (including for insufficient funds), you agree to pay any penalties, service fees, interest, or other fees related incurred by MakersHub related to the rejected debit. If a debit is rejected, you agree that MakersHub: (a) is under no obligation to resubmit such rejected debit if you so request; (b) may terminate or suspend your account and all payments from your account; and (c) may pursue any other remedies available under the law.
• 2.9Payment Cancellation Requests. Once MakersHub has begun to process your payment, you cannot amend or cancel the payment. MakersHub will make commercially reasonable efforts to cancel your payment if you submit a request for cancellation within the settlement period described at ops@makershub.ai, but MakersHub will not be liable to you if the payment is not amended or canceled.
• 3.Eligibility. You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.
• 4.Accounts and Registration. To access most features of the Service, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, or other contact information. You agree that the information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times. When you register, you will be asked to create a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you should immediately notify us at help@makershub.ai.
• 5.General Payment Terms. Certain features of the Service may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. Unless otherwise specifically provided for in these Terms, all fees are in U.S. Dollars and are non-refundable, except as required by law.
• 5.1Price. MakersHub reserves the right to determine pricing for the Service. MakersHub will make reasonable efforts to keep pricing information published on the Service up to date. We encourage you to check our Pricing Page periodically for current pricing information. MakersHub may change the fees for any feature of the Service, including additional fees or charges, if MakersHub gives you advance notice of changes before they apply. MakersHub, at its sole discretion, may make promotional offers with different features and different pricing to any of MakersHub’s customers. These promotional offers, unless made to you, will not apply to your offer or these Terms.
• 5.2Authorization. You authorize MakersHub to charge all sums for the orders that you make and any level of Service you select as described in these Terms or published by MakersHub, including all applicable taxes, to the payment method specified in your account. If you pay any fees with a credit card, then MakersHub may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.
• 5.3Subscription Service. The Service may include certain subscription-based plans with automatically recurring payments for periodic charges (“Subscription Service ”). The “Subscription Billing Date ” is the date when you purchase your first subscription to the Service. The Subscription Service will begin on the Subscription Billing Date and continue for the subscription period that you select on your account (such period, the “Initial Subscription Period ”), and will automatically renew for successive periods of the same duration as the Initial Subscription Period (the Initial Subscription Period and each such renewal period, each a “Subscription Period ”) unless you cancel the Subscription Service or we terminate it. If you activate a Subscription Service, then you authorize MakersHub or its third-party payment processors to periodically charge, on a going-forward basis and until cancellation of the Subscription Service, all accrued sums on or before the payment due date. For information on the “Subscription Fee”, please see our Pricing Page . Your account will be charged automatically on the Subscription Billing Date and thereafter on the renewal date of your Subscription Service for all applicable fees and taxes for the next Subscription Period. If MakersHub changes the Subscription Fees for any feature of the Service during a Subscription Period, such changes will be effective on the renewal date of the next Subscription Period. You must cancel your Subscription Service before it renews in order to avoid billing of the next periodic Subscription Fee to your account. MakersHub or its third-party payment processor will bill the periodic Subscription Fee to the payment method associated with your account or that you otherwise provide to us. You may cancel the Subscription Service by following the instructions provided on the Service or by contacting us at help@makershub.ai, provided that email cancellations are not effective until you receive an email acknowledgment of the cancellation from the MakersHub support team and complete the cancellation process. YOUR CANCELLATION MUST BE MADE BEFORE THE END OF THE CURRENT SUBSCRIPTION PERIOD IN ORDER TO AVOID CHARGE FOR THE NEXT SUBSCRIPTION PERIOD.
• 5.4Free Trial Service. The Service may include certain free trial offers (“ Free Trial”) for a period of time communicated with the free trial offer (or if not designated, 30 days) (“Free Trial Period ”). If you would like to participate in a Free Trial, you will be required to provide your payment information. The Free Trial will begin on the date that you accept the Free Trial offer and will expire at the earlier of (a) the end of the Free Trial Period, and (b) cancellation of the Free Trial. At the end of your Free Trial Period, the associated Subscription Service will automatically renew at its then-current Subscription Fee with no further action from you, until cancelled. You may cancel the Free Trial and the automatic renewal of the associated Subscription Service at any time prior to the end of the Free Trial Period by contacting us at help@makershub.ai.  You must cancel your Free Trial before it renews in order to avoid billing of the Subscription Fee to your account.
• 5.5Beta Features. MakersHub may, at its sole discretion from time to time, add new features to the Service that may be described as “beta” or pre-release features or services (collectively, “Beta Features”). These Beta Features will be considered part of the Service and all provisions of these Terms relating to the Service apply to these Beta Features. Access to Beta Features is available at MakersHub’s sole and revocable discretion. If you elect to use a Beta Feature, such use is at your own risk. Beta Features may be inoperable, incomplete, or include features that MakersHub may never release. Beta Features are provided “as is” without warranty of any kind, express or implied. MakersHub will have no obligation to maintain, correct, update, change, modify, or otherwise support Beta Features and may discontinue providing Beta Features at any time, with or without notice. MakersHub will not be liable for any lost revenue, lost profits, or other direct, indirect, incidental, or consequential damages arising out of or related in any way to the Beta Features, even if advised of the possibility of such damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, MAKERSHUB PROVIDES NO WARRANTY FOR BETA FEATURES AND MAKERSHUB’S LIABILITY FOR BETA FEATURES WILL NOT EXCEED US$50.00.
• 5.6Delinquent Accounts. MakersHub may suspend or terminate access to the Service, including fee-based portions of the Service, for any account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any the unpaid amount, including collection fees. If your payment method is no longer valid at the time a renewal Subscription Fee is due, then MakersHub reserves the right to delete your account and any information associated with your account without any liability to you.
• 6Licenses
• 6.1Limited License. Subject to your complete and ongoing compliance with these Terms, MakersHub grants you, solely for your personal, use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service.
• 6.2License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, publicly perform, or create derivative works of the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, then you may not use it.
• 6.3Feedback. We respect and appreciate the thoughts and comments from our users. If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Service (“Feedback” ), then you hereby grant MakersHub an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services. We will have no obligation to provide you with attribution for any Feedback you provide to us.
• 7.Ownership; Proprietary Rights. The Service is owned and operated by MakersHub. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service provided by MakersHub (“Materials” ) are protected by intellectual property and other laws. All Materials included in the Service are the property of MakersHub or its third-party licensors. Except as expressly authorized by MakersHub, you may not make use of the Materials. There are no implied licenses in these Terms and MakersHub reserves all rights to the Materials not granted expressly in these Terms.
• 8.Third-Party Terms.
• 8.1Third-Party Services and Linked Websites. MakersHub may provide tools through the Service that enable you to export information to third-party services, including through tools that allow you to link your account on the Service with an account on the third-party service. If you use the Bill Automation Service, you may be able to link your account on the Service with your account on third-party services, such as QuickBooks, and export the Payment Data obtained from Bills that you have uploaded to the Service to such third-party services. By using one of these tools, you hereby authorize that MakersHub to transfer that information to the applicable third-party service. Third-party services are not under MakersHub’s control, and, to the fullest extent permitted by law, MakersHub is not responsible for any third-party service’s use of your exported information. The Service may also contain links to third-party websites. Linked websites are not under MakersHub’s control, and MakersHub is not responsible for their content. Please be sure to review the terms of use and privacy policy of any third-party services before you share any information with such third-party services. Once sharing occurs, MakersHub will have no control over the information that has been shared.
• 8.2Third-Party Software. The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.
• 9.Communications.
• 9.1Text Messaging. You agree that MakersHub and those acting on our behalf may send you text (SMS) messages at the phone number you provide us for the purpose of operating the Service.
• 9.2Email. We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.
• 10.Prohibited Conduct. BY USING THE SERVICE, YOU AGREE NOT TO:
• 10.1use the Service for any illegal purpose or in violation of any local, state, national, or international law;
• 10.2violate, encourage others to violate, or provide instructions on how to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;
• 10.3access, search, or otherwise use any portion of the Service through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, and data mining tools) other than the software or search agents provided by MakersHub;
• 10.4interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use, printing or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;
• 10.5interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;
• 10.6perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity, accessing any other Service account without permission, or falsifying your age or date of birth;
• 10.7sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 7 (Ownership; Proprietary Rights)) or any right or ability to view, access, or use any Materials; or
• 10.8attempt to do any of the acts described in this Section 10 (Prohibited Conduct) or assist or permit any person in engaging in any of the acts described in this Section 10 (Prohibited Conduct).
• 11.Modification of Terms. We may, from time to time, change these Terms. Please check these Terms periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notice to you of the revisions unless otherwise stated. We may require that you accept modified Terms in order to continue to use the Service. If you are currently enrolled in a Subscription Service and we require you to consent to modified Terms in order to continue using the Services, you may be entitled to a pro-rata refund for the remaining term of your Subscription Period if you do not accept the modified Terms. If you do not agree to the modified Terms, then you should discontinue your use of the Service. Except as expressly permitted in this Section 11 ( Modification of Terms ), these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms.
• 12.Term, Termination, and Modification of the Service.
• 12.1Term. Term. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when terminated as described in Section 12.2 ( Termination ).
• 12.2Termination. If you violate any provision of these Terms, then your authorization to access the Service and these Terms automatically terminate. In addition, MakersHub may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination. You may terminate your account and these Terms at any time by contacting customer service at help@makershub.ai. It is your sole responsibility to export or save any Bills that you have uploaded to the Service. MakersHub is under no obligation to maintain or provide any Bills that you have uploaded to the Service after termination.
• 12.3Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) you must pay MakersHub any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Section 2.7 ( Rejected Debits ), Sections 6.3 ( Feedback ), 7 ( Ownership; Proprietary Rights ), 12.3 ( Effect of Termination ), 13 ( Indemnity ), 14 ( Disclaimers; No Warranties by MakersHub ), 15 ( Limitation of Liability ), 16 ( Dispute Resolution and Arbitration ), and 17 ( Miscellaneous ) will survive. If your account has been terminated for a breach of these Terms, then you are prohibited from creating a new account on the Service using a different name, email address or other forms of account verification. If your account on the Service is terminated, MakersHub may continue to process any payments that you initiated or authorized through the Payment Service before termination unless such payments are canceled pursuant to Section 2 ( Payment Service ) above.
• 12.4Modification of the Service. MakersHub reserves the right to modify or discontinue all or any portion of the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. MakersHub will have no liability for any change to the Service, including any paid-for functionalities of the Service, or any suspension or termination of your access to or use of the Service.
• 13Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify MakersHub, its affiliates and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the “MakersHub Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys’ fees and costs, arising out of or connected with: (1) your unauthorized use of, or misuse of, the Service; (2) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (3) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (4) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
• 14Disclaimers; No Warranties by MakersHub.
• 14.1THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. MAKERSHUB DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE, INCLUDING THE BILL AUTOMATION SERVICE AND PAYMENT SERVICE, AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (b) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. MAKERSHUB DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND MAKERSHUB DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
• 14.2NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR MAKERSHUB ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE MAKERSHUB ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY VENDORS, YOUR PAYMENT ACCOUNT PROVIDER, OR ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR (a) YOUR USE OF THE BILL AUTOMATION SERVICE; (b) YOUR ABILITY OR INABILITY TO PAY ANY VENDOR USING THE PAYMENT SERVICE; (c) ANY DELAYS IN PAYMENT TO A VENDOR OR MAKERSHUB CANCELLATION OF YOUR PAYMENT TO A VENDOR; (d) ANY ERRORS, OMISSIONS, OR MISTAKES IN PAYMENT DATA, INCLUDING IF YOU PAY THE INCORRECT VENDOR OR THE WRONG AMOUNT; (e) YOUR USE OF ANY FORECASTS, PROJECTIONS, OR SUGGESTIONS PROVIDED ON THE SERVICE AND ANY ERRORS, OMISSIONS, OR INACCURACIES IN SUCH INFORMATION; OR (f) ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA.
• 14.3THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 14 ( DISCLAIMERS; NO WARRANTIES BY MAKERSHUB ) APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. MakersHub does not disclaim any warranty or other right that MakersHub is prohibited from disclaiming under applicable law.
• 15Limitation of Liability
• 15.1TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE MAKERSHUB ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY MAKERSHUB ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
• 15.2EXCEPT AS PROVIDED IN SECTIONS 16.5 ( COMMENCING ARBITRATION ) AND 16.7 ( ARBITRATION RELIEF ) AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE MAKERSHUB ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (a) THE FEES YOU HAVE PAID TO MAKERSHUB FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM AND (b) US$100.
• 15.3EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 15 ( LIMITATION OF LIABILITY ) WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
• 16Dispute Resolution and Arbitration
• 16.1Generally. Except as described in Section 16.2 ( Exceptions ) and 16.3 ( Opt-Out ), you and MakersHub agree that every dispute arising in connection with these Terms, the Service, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND MAKERSHUB ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
• 16.2Exceptions. Although we are agreeing to arbitrate most disputes between us, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
• 16.3Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 16 ( Dispute Resolution and Arbitration ) within 30 days after the date that you agree to these Terms by sending a letter to MakersHub, Inc. Attention: Legal Department – Arbitration Opt-Out, 500 N Capital of Texas Highway, Austin TX 78746 that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once MakersHub receives your Opt-Out Notice, this Section 16 ( Dispute Resolution and Arbitration ) will be void and any action arising out of these Terms will be resolved as set forth in Section 17.2 ( Governing Law ). The remaining provisions of these Terms will not be affected by your Opt-Out Notice.
• 16.4Arbitrator. This arbitration agreement, and any arbitration between us, is subject the Federal Arbitration Act and will be administered by the American Arbitration Association (“AAA” ) under its Consumer Arbitration Rules (collectively, “AAA Rules ”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at +1-800-778-7879, or by contacting MakersHub.
• 16.5Commencing Arbitration. Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“ Notice of Arbitration”). MakersHub’s address for Notice is: MakersHub, Inc., 500 N Capital of Texas Highway, Austin TX 78746. The Notice of Arbitration must: (a) identify the name or account number of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (“Demand” ). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or MakersHub may commence an arbitration proceeding. If you commence arbitration in accordance with these Terms, MakersHub will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if MakersHub has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the AAA Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and the other party may seek reimbursement for any fees paid to AAA.
• 16.6Arbitration Proceedings. Any arbitration hearing will take place in the county and state of your residence/billing address unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your [residence/billing address]. During the arbitration, the amount of any settlement offer made by you or MakersHub must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.
• 16.7Arbitration Relief. Except as provided in Section 16.8 ( No Class Actions ), the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by MakersHub before an arbitrator was selected, MakersHub will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) US$10,00. The arbitrator’s award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator's award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator's application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.
• 16.8No Class Actions. YOU AND MakersHub AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and MakersHub agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
• 16.9Modifications to this Arbitration Provision. If MakersHub makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to MakersHub’s address for Notice of Arbitration, in which case your account with MakersHub will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
• 16.10Enforceability. If Section 16.8 ( No Class Actions ) or the entirety of this Section 16 ( Dispute Resolution and Arbitration ) is found to be unenforceable, or if MakersHub receives an Opt-Out Notice from you, then the entirety of this Section 16 ( Dispute Resolution and Arbitration ) will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 17.2 ( Governing Law ) will govern any action arising out of or related to these Terms.
• 17Miscellaneous.
• 17.1General Terms. These Terms, including the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and MakersHub regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms and all rights granted under these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to.” If any part of these Terms is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
• 17.2Governing Law. These Terms are governed by the laws of the State of Texas without regard to conflict of law principles. You and MakersHub submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Travis County, Texas for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in Texas, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.
• 17.3Privacy Policy. Please read the MakersHub Privacy Policy (the “Privacy Policy”) carefully for information relating to our collection, use, storage, and disclosure of your personal information. The MakersHub Privacy Policy is incorporated by this reference into, and made a part of, these Terms
• 17.4Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
• 17.5Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
• 17.6Contact Information. The Service is offered by MakersHub, Inc., located at 500 N Capital of Texas Highway, Austin TX 78746. You may contact us by sending correspondence to that address or by emailing us at help@makershub.ai.
• 17.7Notice to California Residents. If you are a California resident, then under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.
• 17.8No Support. We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.
• 17.9International Use. The Service is intended for visitors located within the United States. We make no representation that the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited. The Service may allow you to make certain payments to Vendors that are located in certain eligible foreign countries (“International Payments”). MakersHub may use one or more third-party service provider(s) to facilitate or process International Payments (“Bank Partners”). MakersHub may, at any time, for any reason: (a) refuse any International Payment that you have requested, and (b) change the countries that are eligible for International Payments. International Payments may be subject to additional fees, including fees charged by our Bank Partners. You acknowledge and agree that International Payments may be governed by rules of the payment network used to process such payments, OFAC regulations, and may be subject to the laws of jurisdictions outside of the United States. You are fully responsible for any payments made through the Service, including ensuring your compliance with all applicable laws in making such payment. You may be required to accept additional terms provided by our Bank Partners in connection with your use of the International Payment service.

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