Health Biz Hub
TERMS & CONDITIONS
RECITALS
WHEREAS, Merchant is engaged in the manufacture and sale of business or consumer products and/or services;
WHEREAS, Health Biz Hub is engaged in the business of curating, promoting and making goods and services available for sale to other businesses on its online marketplace;
WHEREAS, Merchant seeks to make its products and services available on a “storefront” on the Health Biz Hub in order to facilitate online sales on a wholesale basis to other businesses, which may include exclusive products or designs as shall be determined by the parties from time-to-time (each a “Product/Service” and collectively the “Products”, as more fully described in Schedule A, annexed hereto and fully incorporated herein);
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
Every Product/Service advertised for sale by Merchant on the Health Biz Hub is subject to the following terms and conditions:
1. Subscription. Merchant hereby subscribes as a non-exclusive vendor of Products/Services it wishes to sell online on Mindshare’s Marketplace platform (Health Biz Hub) during the Term.
2. Term. The “Term” of this Agreement shall be continued until a party provides written notice of termination on at least thirty (30) days prior written notice.
3. Placement of Orders. Merchant is responsible for merchant banking, delivery, shipping and customer service associated with all Orders of the Product/Service/Services and shall respond to any customer service questions. In this regard, Merchant will cooperate in order to ensure that customer satisfaction is attained.
4. Marketing. During the term of the Agreement, Merchant agrees to share/re-post any of Health Biz Hub’s social media posts which promote the sale of the Merchant or its Products/Services, using phrasing as may be recommended by the Health Biz Hub from time-to-time, such as, “…as featured on the Health Biz Hub” (the “Social Media Posts”). Merchant hereby grants consent and authorization to Health Biz Hub to repost and share any such Social Media Posts.
5. Licenses.
5.1 License. Merchant will deliver to Health Biz Hub Product/Service images, Product/Service descriptions, Product/Service marketing content, Product/Service creator bios and images, as well as trademarks, logos and designs associated with its brand (the “Product/Service IP”, as shall be provided by Merchant for each Product/Service at the time a Product/Service is placed on the Health Biz Hub site) for Health Biz Hub to include on the “storefront” associated with such Product/Service or Products/Services on the Health Biz Hub site and platform, as well as on Health Biz Hub social media channels. Merchant hereby grants to Health Biz Hub a non-exclusive right and license to use and display the Product/Service IP in connection with the promotion and sale of the Products/Services on such social media sites/platforms as Health Biz Hub chooses; in newspapers and magazines, on-line blogs and publications and in promotions as Health Biz Hub deems appropriate.
5.2 Ownership of the Product/Service IP. Merchant warrants and represents that: (i) it is the owner or licensee of the Product/Service IP; (ii) it owns or has secured all necessary rights to grant the license to Health Biz Hub set forth herein; and (iii) the Product/Service IP does not infringe upon the rights of any third party. Health Biz Hub acknowledges Merchant's ownership of the Product/Service IP and agrees that it will do nothing inconsistent with such ownership. Health Biz Hub agrees that nothing in this Agreement shall give Health Biz Hub any right, title or interest in or to the Product/Service IP other than the right to use the Product/Service IP in accordance with this Agreement. Health Biz Hub agrees not to use the Product/Service IP for any other purpose, without the prior written consent of Merchant.
5.3 License from Health Biz Hub to Merchant. Health Biz Hub does hereby grant to Merchant a non-exclusive limited right and license to use its trademarks, logos, branding and links to sales pages for the Products/Services (collectively, the “Health Biz Hub Trademarks”) solely for use in connection with the Social Media Posts.
5.4 Ownership of Health Biz Hub Trademarks. Merchant acknowledges Health Biz Hub's ownership of the Health Biz Hub Trademarks and agrees that it will not do anything inconsistent with such ownership. Merchant agrees that nothing in this Agreement shall give Merchant any right, title or interest in or to the Health Biz Hub Trademarks other than the right to use the Health Biz Hub Trademarks in accordance with this Agreement. Merchant agrees not to use the Health Biz Hub Trademarks, with or without other words, as part of its trade name, without the prior written consent of Health Biz Hub.
6. Indemnification. Each party (an “Indemnifying Party”) agrees to at all times defend, indemnify and hold harmless the other party, its affiliates, their successors, transferees, assignees and licensees and their respective parent and subsidiary companies, agents, associates, officers, directors, shareholders and employees (collectively, the “Indemnified Parties”) of each from and against any and all claims, causes of action, damages, liabilities, costs and expenses, including legal fees and expenses, arising out of or related to breach by Indemnifying Party of any warranty, representation or covenant in this Agreement.
7. Limitation of Liability. Health Biz Hub MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE FUNCTIONALITIES OF ITS SITE OR THE HEALTH BIZ HUB PLATFORM. HEALTH BIZ HUB WILL NOT BE LIABLE TO MERCHANT, ITS CUSTOMERS, EMPLOYEES OR AGENTS, UNDER ANY CLAIM OR CIRCUMSTANCES (INCLUDING WITHOUT LIMITATION ANY CIRCUMSTANCE INVOLVING A FINDING THAT A WARRANTY OR REMEDY HAS FAILED OF ITS ESSENTIAL PURPOSE), WHETHER THE CLAIM SOUNDS IN CONTRACT, TORT OR OTHER LEGAL THEORY, FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS OR REVENUE, LOST SALES, LOST GOODWILL OR LOSS OF USE OF HEALTH BIZ HUB’S SITE OR THE HEALTH BIZ HUB PLATFORM. IN NO EVENT WILL HEALTH BIZ HUB'S AGGREGATE LIABILITY EXCEED THE PURCHASE PRICE FOR THE PRODUCT/SERVICE.
8. Confidentiality. None of the parties hereto shall, during the term of this Agreement or at any time thereafter, communicate, divulge or use for the benefit of any other person, persons, partnership, association, corporation or entity any of another party’s confidential information, knowledge or know-how. A party hereto shall divulge such information only to such of its employees, financial advisors and legal representatives, as must have access thereto in order to satisfy its obligations hereunder. All parties shall take all necessary precautions to ensure that their employees retain such information in confidence.
9. Choice of Law; Venue; Attorney’s Fees. Any disputes arising under this Agreement shall be resolved by arbitration in Florida in accordance with the rules of the American Arbitration Association in Tampa, Florida. Both parties shall be entitled to engage in all forms of discovery as permitted under Florida law. The prevailing party shall be entitled to recover the costs of arbitration unless otherwise determined by the arbitrator and shall be entitled to reasonable attorney’s fees as determined by the arbitrator.
10. Independent Contractor. The Parties shall be and remain independent contractors. Nothing in this Agreement shall constitute any party, inter alia, the general or special agent, legal representative, subsidiary, joint venturer, partner, employee or servant of the others for any purpose, nor shall anything in this Agreement cause the employees of any party to be employees of the others.
11. Non-Disparagement. The Parties agree and covenant that they will not at any time make, publish, or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments, or statements concerning the other Party or its businesses, or any of its employees, independent contractors, officers, and existing and prospective customers, suppliers, investors, and other associated third parties.
12. Non-Solicitation. The Parties agree, during the Term, and for a period twelve (12) months immediately following the termination of expiration of the Term, not to directly or indirectly, for itself or on behalf of any other person or entity: contact, solicit or communicate with any active customer of the other Party, (or its affiliates) unless part of a previously approved joint-venture arrangement or with the prior approval of such Party; or, solicit, divert, employ, engage or hire any active employees of the other Party.
13. No Waiver. No waiver or delay in enforcement of any breach of any provision of this Agreement shall be construed as a waiver of any rights and/or remedies which COMPANY or ADVISOR may have with respect to any preceding or succeeding breach of this Agreement or delay in enforcement thereof. Further, the acceptance of any payment by COMPANY or ADVISOR hereunder shall not constitute a waiver of any breach of any provision of this Agreement.
13. The parties acknowledge, warrant and represent to each other that in connection with the discussion leading up to the execution of this Agreement, no representation has been made by and relied upon as to the future income, expenses, sales volume or potential profitability that may be derived from hereunder.
14. Integration. This Agreement and all ancillary agreements executed contemporaneously herewith constitute the entire agreement between the parties, and there are no other oral or written understandings or agreements between COMPANY and ADVISOR.
15. This Agreement may be amended only by a written instrument signed by the parties hereto.
The following terms and conditions apply to listings in Health Biz Hub:
1. All Business Listings are subject to Company approval in writing (e-mail shall be deemed sufficient) prior to publication on the Health Biz Hub.
2. Advertiser is obligated to pay Company agreed upon See Subscription language below monthly or annual subscription fees.
3. Advertiser may cancel at any time. See cancelation language below.
4. Advertiser grants to Company the non-exclusive, worldwide, fee free and royalty free right and license to use, copy, display, and distribute Advertiser's name, trademarks, service marks, logos, other identifiers, its product/services descriptions and any other intellectual property Advertiser provides (collectively, "IP"). For clarity, as between Company and Advertiser, all ownership rights in and to the Trademarks belong to Advertiser.
5. Advertiser represents and warrants that the product/service descriptions (and any claims made therein) and any Advertiser action taken pursuant to the Agreement will not (a) violate any rights of any third party, including without limitation copyright, trademark, patent, rights of privacy or rights of publicity; (b) violate any law, statute, ordinance, regulation, code or industry standards, guidelines and principles relevant to the performance of its obligations under this Agreement (the "Laws") - such Laws may relate to, without limitation, false and/or deceptive advertising, consumer protection, contests, sweepstakes, games of chance, and game mechanics, and may include without limitation, the CAN-SPAM Act, the Telephone Consumer Protection Act, the Federal Trade Commission's Enforcement Policy Statement on Deceptively Formatted Advertisements, Guides Concerning the Use of Endorsements and Testimonials in Advertising and Native Advertising: A Guide for Business, and other guidelines with respect to social media marketing and promotion of influencer campaigns; (c) be defamatory or trade libelous; and (d) be designed to attract or target children under the age of eighteen (18). Additionally, Advertiser represents and warrants that: (i) it possesses appropriate documentation to substantiate the claims made within any Advertising Materials; (ii) any Promotion and Promotion prizes will comply with all Laws; (iii) it shall treat any customer information received in connection with a Promotion (including customer emails) in accordance with all applicable Laws and Advertiser's privacy policy; and (iv) it shall fulfill all commitments made in its Campaigns. Company represents and warrants that it has the appropriate licenses and authorizations to provide the Company
RESERVATION OF RIGHTS. Company may, in its sole discretion, edit, reject, or remove from its Websites, at any time, any ad content or other material submitted by Advertiser that Company deems inappropriate.
Company may further, at its sole discretion, limit, suspend, or terminate Advertiser’s listing and access to the Health Biz Hub if Advertiser
● becomes disruptive or difficult to work with;
● fails to follow the program guidelines; or,
● impairs the participation of other participants in the Hub
6. Advertiser will indemnify and hold Company, its subsidiaries, and affiliate companies, employees, officers, directors, and agents harmless against all claims, losses, damages, and costs (including reasonable attorneys’ fees) that are incurred by them in connection with or resulting from (a) any marketing messaging any website(s) or material(s) that can be linked through to an Advertisement on the Health Biz Hub. Advertiser shall defend at its own expense any litigation instituted by any person or entity against an Indemnified Party resulting from a claim covered by the preceding sentence. An Indemnified Party shall have the right, at its option, to defend such litigation jointly with Advertiser. The Advertiser may not agree to any settlement that imposes any obligation or liability on an Indemnified Party without such Party’s prior express written consent.
7. DISCLAIMER; LIMITATION OF LIABILITY. COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AND COMPANY SHALL HAVE NO LIABILITY OR RESPONSIBILITY TO ADVERTISER OR ANY OTHER PERSON WITH RESPECT TO ANY LIABILITY, LOSS OR DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS OR SPECIAL OR CONSEQUENTIAL DAMAGES, CAUSED BY OR ARISING OUT OF, EITHER DIRECTLY OR INDIRECTLY, ANY BREACH BY COMPANY OF ANY OF THESE TERMS & CONDITIONS, OR IN ANY MANNER ARISING OUT OF OR IN CONNECTION WITH ANY ADVERTISEMENT OR OTHER MATERIAL DISPLAYED ON COMPANY’S WEBSITES, THE MANNER IN WHICH THE MATERIAL IS DISPLAYED ON COMPANY’S WEBSITES AND THE WEBSITES ON WHICH THE MATERIAL IS DISPLAYED, OR THE FAILURE TO DISPLAY ANY ADVERTISEMENT OR OTHER MATERIAL ON COMPANY’S WEBSITES. SPECIFICALLY, AND WITHOUT IN ANY WAY LIMITING THE FOREGOING, COMPANY DOES NOT REPRESENT OR WARRANT THAT ANY ADVERTISEMENT OR OTHER MATERIAL WILL BE DISPLAYED ON COMPANY’S WEBSITES WITHOUT INTERRUPTION OR ERROR. IN NO EVENT SHALL COMPANY’S LIABILITY FOR ANY REASON OR UNDER ANY THEORY EXCEED THE AMOUNT PAID TO IT BY ADVERTISER FOR DISPLAYING SAID ADVERTISEMENT(S).
8. These Terms & Conditions, as may be amended from time-to-time by Company and the Health Biz Hub application constitute the entire agreement between Advertiser and Company regarding listings on Health Biz Hub. Failure by the Company to enforce at any time any of the provisions of these Terms & Conditions shall not be construed as a waiver of that provision or of the right of Company afterwards to enforce that or any other provision.
9. The Parties agree and covenant that they will not at any time make, publish, or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments, or statements concerning the other Party or its businesses, or any of its employees, independent contractors, officers, and existing and prospective customers, suppliers, investors, and other associated third parties.
10. All disputes and claims relating to this Agreement, the rights and obligations of the parties hereto, or any claims or causes of action relating to the performance of either party that have not been settled through mediation will be settled by arbitration by the American Arbitration Association in Tampa, Florida in accordance with the Federal Arbitration Act and the Commercial Arbitration Rules of the American Arbitration Association. The costs of the arbitration proceedings will be borne by the losing party if such party is found to have been in material breach of its obligations hereunder. The following will supplement and, in the event of a conflict, will govern any arbitration pursuant thereto.
a. Selection of Arbitrator: The parties will select one arbitrator from the panel provided by the American Arbitration Association and the arbitrator will refer to the laws of the state of Florida for interpretation and enforcement of this Agreement.
b. Judgment Upon the Award: Judgment upon the award of the arbitrator may be entered in any court having jurisdiction thereof.
c. Preliminary Relief: Nothing herein contained will prevent a party from applying to and obtaining from any court having jurisdiction a writ of attachment, a temporary injunction, preliminary injunction and/or other emergency relief available to safeguard and protect a party's interest prior to the filing of any arbitration proceeding or pending the trial or handing down of a decision or award pursuant to any arbitration proceeding conducted hereunder
d. Survival: This agreement to arbitrate will survive any termination or expiration of this Agreement.
Tier Cancellation Language:
Cancellation Policy
You may cancel your subscription at any time.
To avoid being charged for the following month, you must cancel by the 1st of the month.
Cancellations made on the 2nd or later will remain active through the end of the next month.
Example:
• Cancel on April 1 → access ends April 30
• Cancel on April 2 → access ends May 31
Company may terminate the Health Biz Hub program upon thirty (30) days’ notice
Pricing
Bronze – Basic profile (free, requires no checkout)
Silver – Enhanced profile + visibility tools - $97/mo or $997/yr
Gold – Top placement + premium benefits + 20% off all advertising - $197/mo or $1,997/yr ($997/yr for 2026 Exhibitors)
More details of what benefits each tier includes can be found here.
WE HAVE READ THE FOREGOING AGREEMENT AND HEREBY AGREE TO AND ACCEPT EACH AND ALL OF THE PROVISIONS