Updated: 11 February 2021
These Terms of Use (the “Terms” or the “Agreement”) form an agreement between GLOBAL GO-HUB LTD. C.N. 516292901, a private company incorporated under Israeli law and operating under the brand “[GO-HUB]”, or any future brand name it may adopt [“GO-HUB”, “we”, “us”, “our”] and you. The term “you” refers to the person or entity visiting the GO-HUB Platform (as defined below), browsing or otherwise using the GO-HUB Platform. If you are accessing or using the Platform on behalf of another person or a corporate entity, you represent and warrant that you have the authority to bind such person or entity to these Terms of Use. The Terms govern your use of and access to the GO-HUB Website located at: goptichub.com and a (the “Platform”). The Platform facilitating an “all in one” digital marketplace connecting between optical shops (the “Stores”) wishing to purchase spectacles and/or ophthalmic lenses (“Lenses”) and labs specialized in the manufacture of Lenses (the “Labs”). The Platform includes any services and/or related technologies provided by GO-HUB via the Platform, which provide Stores with information of Labs and specific quotes for Lenses as per Store’s request pursuant to a detailed prescription, as well as any and all software, data, reports, text, images, sounds, video, profiles, graphs, tables, analytics, features and content made available through the Platform (collectively, the “Services”). By accessing and/or using the Platform, you acknowledge that you have read, understood and agree to be bound by these Terms. If you do not agree to these Terms, please do not use the Platform and any Services. Each time you use the Platform or Services, the then-current version of the Terms will apply.
GO-HUB reserves the right to change these Terms at any time without notice, except where prohibited by applicable law. Your continued access to or use of the Platform and/or Services following any changes to these Terms indicates your full acceptance of such changes. It is your responsibility to review these Terms regularly.
GO-HUB reserves the right to: (i) discontinue offering, and/or modify the Platform and/or Services at any time; and (ii) change, without notice, any information, material or content (including, but not limited to, features, formats, availability of Lab profiles, filtering characteristics, notifications, descriptions and reviews and/or any other content included or posted on the Platform) contained in or provided through the Platform (the “Content”) at any time, and from time to time. Any changes to the Fee (as defined below) will be notified by GO-HUB in advance.
Stores
The Platform provides Stores with the following permitted uses (“Permitted Uses for Stores”): (i) Reviewing and filtering of information about Labs who have profiles on the Platform; (ii) identifying Labs for the purpose of the purchase of Lenses; (iii) place a search for proposal of Lenses pursuant to a valid prescription; (iv) reviewing and “grading” Labs on the Platform; (v) facilitating the transmission of payments from you to the Labs through GO-HUB in accordance with Section 11 (payment) under a Purchase Agreement (as defined below).
It is here clarified that these are the only permitted use of the platform. Any other use that will be found will cause immediate revoke of all account permissions, users, data. In addition, any outstanding balance will not be released until a full investigation of the use and might be withheld as means to indemnify GO-HUB from future third party claims.
It is also clarified that the Stores are defined only as optical shops’ brands and their agency of record, if applicable. No other ad networks, data brokers, lab networks or any other advertising or monetization related service will be allowed to register or use the Platform. In case such violations will be found during normal operations, GO-HUB might, at its own discretion, ban immediately the account and cancel it including any other relevant data.
Labs
The Platform provides Labs with the following permitted uses and services (“Permitted Uses for Labs”) (i) review, approve or reject orders from Stores;(ii) provide Lenses pursuant to a Purchase Agreement;(iii) enabling Stores to review your profile; (ii) enabling you to upload price lists to the Platform; (iii) review current and past transactions you are a party to; (iv) review your balance due; and (iv) facilitate the transmission of payments to you from the Stores, through GO-HUB, in accordance with Section 11 (payment) under a Purchase Agreement.
You shall not use the Platform and/or the Services for purposes other than the Permitted Uses specified in Section 2 above, unless you receive GO-HUB’s prior written permission. Without limiting the generality of the foregoing, you shall not, and shall not permit anyone else to:
You shall be solely liable for any damages resulting from any violation of the foregoing restrictions, or any other harm resulting from your posting of Content to the Platform.
By registering in the Platform, you are representing and warranting that all information you submit is truthful and accurate and that you agree to maintain the accuracy of such information. You understand and agree that GO-HUB will use the information you provide in accordance with the terms of the GO-HUB Privacy Policy (“Privacy Policy”), which is integrated into and included as part of these Terms and can be viewed at goptichub.com. GO-HUB User Accounts (as defined herein) created on the Platform by Stores or Labs are not transferable, assignable or resalable under any circumstances without GO-HUB’s prior written consent.
In order to use the Platform and purchase from a Lab, or to be found in Store’s search for a Lab (as applicable), you will be required to register as a “user” using the available interfaces of the Platform and be issued with a username and password login credentials (either a “Store User ID” or a “Lab User ID”, as applicable) (“User Account”). It is your responsibility to keep your User ID secure and you shall not share your User ID with anyone else, and you shall not collect or harvest any personal data of any other user of GO-HUB. GO-HUB reserves the right to disable any User Account issued to you at any time at its sole discretion.
Prior to the creation of a User Account, GO-HUB may request certain information from you as well as request you to fill out a questionnaire in order for GO-HUB to perform its acceptance procedure and, to the extent required, for compliance with applicable law. The acceptance procedure usually takes up to 48 hours from finalizing the registration process by a Store or a Lab.
GO-HUB reserves the right, at its sole discretion, to deny registration of a certain user to the Platform. Furthermore, GO-HUB may deny access to anyone to the Platform or the Services, at any time and for any reason, including, but not limited to, violation of these Terms. You shall cease and desist from any such access or use immediately upon request by GO-HUB.
GO-HUB reserves the right to access your User Account in order to respond to your requests for technical support and to investigate suspicious activity, and pursuant to the Privacy Policy. In addition, GO-HUB reserves the right but not the obligation, to monitor the Platform, Services and Content.
Labs and Stores may not attempt to contact each other or negotiate terms or payment outside of the Platform without receiving GO-HUB prior written consent. Any attempt to circumvent the Platform may result in various sanctions, including removal from the Platform at GO-HUB’s sole discretion.
You represent, warrant and covenant that:
GO-HUB hereby grants to you, subject to these Terms, a non-exclusive, non-transferable, revocable, non-sublicensable, limited license to use of the Platform exclusively for the Permitted Uses stated above.
You hereby grant to GO-HUB, subject to these Terms, a perpetual, transferrable, irrevocable, fully paid-up, royalty-free, worldwide and fully sublicensable license to access, use, collect and store any content, information, data, records and files that (i) you transmit, enter or load to the Platform, or (ii) GO-HUB collects subject to your approval including all results from processing such data, including compilations and derivative works thereof.
By loading, posting and/or entering content to the Platform, including, any data, ideas, diagrams, photos or any other information (collectively, “Creative Works”), you grant GO-HUB a worldwide, nonexclusive, royalty-free, perpetual, transferable, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from and publicly display and perform such Creative Works throughout the world in any media, now known or hereafter devised. You further grant GO-HUB the right to pursue at law any person or entity that violates your or GO-HUB’s rights in the Creative Works by a breach of these Terms. You acknowledge and agree that Creative Works are non-confidential. You are fully responsible for the content of your Creative Works. GO-HUB may exercise its rights (e.g. use, modify publish, delete) to use any Creative Works without any notice to you. GO-HUB is not responsible and assumes no liability for any Creative Works posted or submitted by you. GO-HUB reserves the right, in its sole discretion to determine which Creative Works are published on the Platform.
You acknowledge that you bear sole responsibility for adequate security, protection, and backup of your Creative Works. GO-HUB will have no liability to you for any unauthorized access or use of any of your Creative Works, or any corruption, deletion, destruction or loss of any of your Creative Works.
GO-HUB may establish general practices and limits concerning use of the Platform and Services, including without limitation the maximum period of time that data or other content will be retained by the Platform and the maximum storage space that will be allotted on GO-HUB’s servers. GO-HUB shall bear no responsibility or liability for the deletion or failure to store any data or other Content maintained or uploaded to the Platform.
The Platform permits Stores to view Lab relevant and applicable information and to establish a transaction with Labs to purchase Lenses offered by the Labs. A purchase agreement (“Purchase Agreement”) may become effective when both of the following are met: (i) Store handpicks a specifically defined offer (“Offer”), provided by a Lab, to purchase Lenses provided by a Lab; and (ii) the Lab accepts the Offer (“Acceptance”).
An Offer must include the full price that the Store will be required to pay, including any sales tax and shipping to the Store’s address. The Labs are responsible for all shipping arrangements.
GO-HUB does not guarantee or handle shipping, delivery, tracking, quality, and condition of goods and shall not be responsible or liable for any damages to the goods resulting from shipping. The terms of the shipping and of the warranty shall be as prescribed under the Offer.
Nevertheless, from time to time, Lab can reject an order.
GO-HUB will provide the Shops full information, assistance, instructions in order to resolve any issue that may rise in respect of the delivery of the goods and its fit to pursuant to the Purchase Agreement.
Each Lab shall pay GO-HUB a fee for the use of the Platform. Such fee shall be calculated as a percentage of the amount of each transaction processed between the Stores and each respective Lab (the “Fee”). GO-HUB reserves the right at its sole discretion to adjust the Fee by notifying in advance.
The Fee is non-refundable and shall be due immediately following the Acceptance.
For Store:
All payments made by the Stores shall be through a valid credit card or bank wire. All payments shall be made in full and include any fees associated with bank or credit card.
It is hereby clarified that the Stores do not pay to GO-HUB any fee for the use of the Platform, its Products or Services.
GO-HUB reserves the right, at its sole discretion, to place a hold on funds, if it determines that the funds may be subject to a breach of applicable law (e.g. fraud or money laundering), or if GO-HUB is required to cooperate with law enforcement.
Store agrees to promptly: (i) update all information to keep account and credit card billing current, complete and accurate, (ii) notify GO-HUB in writing if it becomes aware of a potential breach of security, such as the unauthorized disclosure or use of Store’s username or password, and (iii) notify GO-HUB in writing if its credit card is canceled. Upon termination, suspension or discontinuation of the Platform or Store’s participation therein, all outstanding payment obligations incurred by Store under the Platform will become immediately due and payable.
If withholding taxes or any other fees are imposed by any jurisdiction on the transactions pursuant to these Terms, Store shall pay such taxes to ensure that GO-HUB receives the full amount invoiced without offset or deduction.
For Lab:
Subject to the fulfillment of the Lab’s undertakings as to the delivery of the Lenses to the Store pursuant to the Purchase Agreement, GO-HUB will transfer the consideration pursuant to the Purchase Agreement to the Lab within 30 days from the Acceptance, excluding the Fee which shall be deducted from such consideration.
GO-HUB reserves the right to terminate your access to and use of the Platform and/or Services at any time, at its sole discretion, and without notice to you. You may cancel your Account at any time by sending an email to us at support@Goptichub.com. Upon any termination, suspension, discontinuation or cancellation of Services or your User Account, all provisions of these Terms which by their nature should survive will survive, including, without limitation, Section 4 (Prohibited Use of the Platform and Services), 7 (Representations and Warranties), 11 (Payment), 12 (Trademarks and Copyrights), 14 (Indemnification), 16 (Limitation of Liability), 19 (Notices) and 20 (Governing Law).
Labs and Stores each agree to indemnify and hold harmless GO-HUB its affiliates (as applicable) and their officers, directors, licensors, organizations, licensees, consultants, contractors, agents, attorneys, employees, owners, third party service providers and their respective officers, directors, agents, affiliates, and employees (each, a “GO-HUB Entity” and collectively, the “GO-HUB Entities”) from any and all claims, liabilities, costs and expenses, including reasonable attorneys’ fees (collectively, “Claim(s)”), that actually or allegedly result from: (i) your use of the Platform and/or Service; (ii) any breach by you of these Terms; any breach by you of the warranties provided under these Terms; (iii) any failure or breach to perform under a Purchase Agreement, or any applicable agreement in connection therewith; or (iv) breach by you of any applicable law including any rights of third parties (including any intellectual property rights). You agree to be solely responsible for defending any Claim against or suffered by GO-HUB and/or any GO-HUB Entity, subject to GO-HUB and/or the GO-HUB Entity’s right to participate with counsel of its own choosing, and for payment of damages or losses resulting from all claims against GO-HUB, and/or any GO-HUB Entity provided that you will not agree to any settlement that imposes any obligation or liability on GO-HUB and/or a GO-HUB Entity without GO-HUB’s prior express written consent.
The Platform or Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by GO-HUB or by third-party providers, or because of other causes beyond GO-HUB’s reasonable control. You expressly agree that the Platform and Services are available on an “AS IS” basis, without warranty of any kind, express or implied, and that your use thereof is at your own risk. without limiting the generality of the foregoing, GO-HUB disclaims to the maximum extent permitted by law any and all warranties, express or implied, including, without limitation, any (i) warranties of merchantability, title or fitness for a particular purpose, (ii) warranties against infringement of any third party intellectual property or proprietary rights including but not limited trademarks, patents etc. (iii) warranties relating to the transmission or delivery of the service or the GO-HUB Platform, (iv) warranties relating to the accuracy, completeness or correctness of data, and any other warranties otherwise relating to performance, nonperformance, or other acts or omissions by GO-HUB. Further, and without limiting the generality of any of the foregoing, there is no warranty that the service or the GO-HUB Platform or any part thereof will be uninterrupted, timely, secure, error-free or virus-free or will meet your needs or requirements or the needs or requirements of any other person. in addition, you acknowledge and agree that GO-HUB’s warranty does not cover telecommunications or internet outages caused by third parties or otherwise outside of GO-HUB’s control. The Services may be limited by various factors, including inherent risks of the internet.
Any Content displayed on the GO-HUB Platform is intended only as general guidelines, and GO-HUB does not guarantee the accuracy of any such information or Content. GO-HUB makes no guarantee with respect to the availability of specific businesses.
Certain jurisdictions do not allow the exclusion or limitation of certain damages or implied warranties, therefore, in such cases the above limitations may not apply to you. in such jurisdictions, GO-HUB’s liability is limited to the fullest extent permitted by law.
IN NO EVENT SHALL GO-HUB OR ANY GO-HUB ENTITY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, LOST PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES ARISING OUT OF OR IN CONNECTION WITH, THESE TERMS, THE SERVICES OR ANY AGREEMENT ENTERED INTO IN CONNECTION THEREWITH.
THE FOREGOING LIMITATIONS SHALL APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF GO-HUB OR ANY GO-HUB ENTITY OR ANY OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF GO-HUB IN CONNECTION WITH OR UNDER THESE TERMS, INCLUDING FROM AN AGREEMENT IN CONNECTION WITH THE SERVICES OR PLATFORM, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE PLATFORM OR THE CONTENT THEREIN, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO THE SERVICES AND THE PLATFORM, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE PLATFORM, ITS CONTENT OR THE SERVICES EXCEED THE AMOUNT OF FEES PROVIDED BY LAB TO GO-HUB IN CONNECTION WITH A CERTAIN PURCHASE AGREEMENT AND NOT MORE THAN 10,000 USD IN ANY CASE, OR THE EQUIVALENT IN LOCAL CURRENCY. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF USE WILL NOT INCREASE THE MAXIMUM LIABILITY AMOUNT.
CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THEREFORE, GO-HUB’S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
THE LIMITATIONS ABOVE REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
The Platform or Services may provide, links or other access to third party sites and resources on the Internet. GO-HUB has no control over such sites and resources and GO-HUB is not responsible for anything contained therein or any result from use thereof. GO-HUB does not endorse the information contained on any third party sites or guarantee their completeness, currency, timeliness, non-infringement, quality, accuracy, reliability, merchantability or fitness for any purpose. You acknowledge and agree that GO-HUB will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, events, goods or services available on or through any such third-party site or resource. If you choose to access any such third-party site, you do so entirely at your own risk.
Not all of the Services provided on the Platform are available in all jurisdictions. Furthermore, nothing on the Platform constitutes an offer or solicitation to buy or sell any product or service to anyone in any jurisdiction in which such an offer or solicitation is prohibited by law.
GO-HUB may give general notices to you by posting on its Website, or by electronic mail to the e-mail address provided by you to GO-HUB. It is your responsibility to ensure that your e-mail address and any other contact information you provide to GO-HUB is updated, current and correct. It is your responsibility to also check these Terms to see if there has been a modification. All notices to GO-HUB shall be sent via recognized overnight courier or certified mail, return receipt requested, to 14 Haodem St. Petach Tikva, 49517 Israel, Att: Legal Notices.
This Agreement shall be governed by and interpreted under the laws of the State of Israel without regard to its conflicts of laws provisions. You agree to submit to the exclusive jurisdiction of the courts located in Tel-Aviv Jaffa, Israel.
These Terms serve as an electronic contract that sets out the legally binding terms. You indicate your acceptance of the Purchase Agreement terms and all of the terms and conditions contained or referenced in these Terms by using the Platform and Services. Please print and save a copy of these Terms for your records.