These Terms of Service ("Terms") govern your access to and use of the websites ("Sites") provided by SupplyFrame, Inc. ("SupplyFrame,""we,"or "us") and the services made available through the Sites (“Services” and together with the Sites, the “SupplyFrame Offerings”). PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING OR USING THE SUPPLYFRAME OFFERINGS, YOU REPRESENT AND WARRANT THAT YOU ARE of legal age to form a binding contract with SUPPLYFRAME AND YOU AGREE TO BE BOUND BY THIS AGREEMENT. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms, in which case “you” or “your” shall refer to such entity. IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT OR YOU ARE UNDER the legal age to form a binding contract with SUPPLYFRAME OR YOU DO NOT HAVE AUTHORITY TO BIND SUCH ENTITY, YOU ARE NOT PERMITTED TO ACCESS OR USE THE SUPPLYFRAME OFFERINGS.
THIS AGREEMENT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
3. DEFINITIONS. Capitalized terms shall have the meanings set forth in this section or in the section where they are first used.
3.1 “Content” means any and all information, data, results, ideas, plans, sketches, texts, files, links, images, photos, video, sound, inventions (whether or not patentable), notes, works of authorship, articles, feedback, or other materials.
3.2 “Intellectual PropertyRights”; means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.
3.3 “Service Content”; means any Content provided by SupplyFrame and any Third Party Content made available through the Services.
3.4 “Third Party Content”; means any Content, other than User Content, provided, imported or uploaded to the Services by an entity other than SupplyFrame.
3.5 “User Content”; means any Content provided, imported or uploaded to the Services by you, on your behalf, or at your direction via the SupplyFrame Offerings.
4. LICENSE GRANT AND RESTRICTIONS.
4.1 License Grant. Subject to the terms and conditions of these Terms, SupplyFrame grants you a non-exclusive, non-transferable license to use the Services during the Term.
4.2 Limitations. You agree that you will not: (a) permit any entity to access and/or use the SupplyFrame Offerings; (b) rent, lease, loan, or sell access to the SupplyFrame Offerings to any third party; (c) interfere with, disrupt, alter, translate, or modify the SupplyFrame Offerings or any part thereof, or create an undue burden on the SupplyFrame Offerings or the networks or services connected to the SupplyFrame Offerings (including, without limitation, any third party websites that are linked to via the SupplyFrame Offerings); (d) reverse engineer or access the SupplyFrame Offerings in order to (i) build a competitive product or service, (ii) build a product using similar ideas, features, functions or graphics of the SupplyFrame Offerings, or (iii) copy any ideas, features, functions or graphics of the SupplyFrame Offerings; (e) introduce software or automated agents or scripts to the SupplyFrame Offerings so as to produce multiple accounts, generate automated searches, requests and queries, or to strip or mine data from the SupplyFrame Offerings; (f) perform or publish any performance or benchmark tests or analyses relating to the SupplyFrame Offerings or the use thereof; or (g) cover or obscure any page or part of the SupplyFrame Offerings via HTML/CSS, scripting, or any other means. Except as expressly set forth in these Terms, no express or implied license or right of any kind is granted to you regarding the SupplyFrame Offerings or any part thereof.
4.3 License to Service Content. Subject to the terms and conditions of these Terms, SupplyFrame hereby grants you a non-exclusive, non-transferable license to view, download and print Service Content, subject to the following conditions: (a) you may access and use the Service Content solely for informational and internal purposes, in accordance with these Terms; (b) you may not modify or alter the Service Content; (c) you may not distribute or sell, rent, lease, license or otherwise make the Service Content available to others; (d) you may not remove any copyright or other proprietary notices contained in the Service Content; and (d) you may not copy or distribute any photos, graphics, audio or video in the Service Content apart from their accompanying text. SupplyFrame reserves the right to revoke the authorization to view, download and print the Service Content at any time, and any such use shall be discontinued immediately upon notice from SupplyFrame.
4.4 Usernames and Passwords. You may be required register for an account ("Account") to use the SupplyFrame Offerings. When you create an Account, you will be asked to select a unique username, or provide a valid e-mail address (in which case we will assign you a unique username), and create a password. We may require you to submit certain additional information to complete your registration. You represent and warrant that: (a) all registration information you submit is truthful and accurate, (b) that you will maintain the accuracy of such information, and (c) your use of the SupplyFrame Offerings does not violate any applicable laws. SupplyFrame reserves the right to change or update your username and password in SupplyFrame’s sole discretion from time to time. You are responsible for maintaining the confidentiality of your username and password, and are solely responsible for all activities that occur under your username. You agree (a) not to allow a third party to use your Account, username or password at any time; and (b) to notify SupplyFrame promptly of any actual or suspected unauthorized use of your Account, username or password, or any other breach or suspected breach of these Terms. SupplyFrame reserves the right to terminate any username and password, which SupplyFrame reasonably determines may have been used by an unauthorized third party.
4.5 Third Party Accounts. You may also link your Account with certain third party sites, including, but not limited to, Facebook or Twitter, (“Third Party Account”) by either (i) providing your Third Party Account login information to us; or (ii) allowing us to access your Third Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third Party Account. You represent that you are entitled to disclose your Third Party Account login information to us and/or grant us access to your Third Party Account without breach by you of any of the terms and conditions that govern your use of the applicable Third Party Account and without obligating us to pay any fees or making us subject to any usage limitations imposed by such third party service providers. You have the ability to disable the connection between your Account and your Third Party Accounts at any time through your Account settings. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY SERVICE PROVIDERS.
4.6 Modification of SupplyFrame Offerings. SupplyFrame reserves the right, at any time, to modify, suspend, or discontinue the SupplyFrame Offerings or any part thereof with or without notice. You agree that SupplyFrame will not be liable to you or to any third party for any modification, suspension, or discontinuance of the SupplyFrame Offerings or any part thereof.
4.7 IP Ownership. As between you and us, the Sites, the Services, the Service Content, and any of SupplyFrame’s proprietary technology, and all Intellectual Property Rights in each of the foregoing, including software, hardware, products, processes, algorithms, user interfaces, know-how, technologies, designs and other tangible or intangible technical material or information made available to you by SupplyFrame in providing the SupplyFrame Offerings (the “SupplyFrame Technology”) is the exclusive property of SupplyFrame or its suppliers. Except as expressly set forth herein, no express or implied license or right of any kind is granted to you regarding the Sites, the Services, the Service Content or the SupplyFrame Technology, or any part thereof, including any right to obtain possession of any source code, data or other technical material relating to the SupplyFrame Technology. All rights not expressly granted to you are reserved to SupplyFrame.
4.8 Feedback. In consideration for use of the SupplyFrame Offerings, you hereby irrevocably (and without lapse for any reason) and unconditionally assign to SupplyFrame all suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you related to the SupplyFrame Offerings, the Service Content or the SupplyFrame Technology including all worldwide Intellectual Property Rights thereto. If, as a matter of law, the foregoing rights cannot be assigned to SupplyFrame, you irrevocably and unconditionally waive the enforcement of such rights and all claims and causes of action of any kind against SupplyFrame with respect to such rights.
5. USER CONTENT AND CONDUCT.
5.2 Acceptable Content. As between you and us, you are in the best position to know if it is legally allowed for your User Content to be imported, provided, uploaded, or otherwise used in connection with the Services.Accordingly, you agree that your User Content will not violate the rights of any third party, including, but not limited to, Intellectual Property Rights, privacy rights, and rights of publicity. Please carefully consider whether or not to import, provide, upload, or otherwise use any User Content in connection with the Services, including whether or not to share or make such User Content publicly viewable.You represent and warrant that any User Content shall not (a) be deceptive, defamatory, obscene, pornographic, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; (b) contain any viruses, worms or other malicious computer programming codes able to damage the SupplyFrame Offerings or any data of the Services; or (c) violate any law, regulation, or contractual obligation.
5.3 Acceptable Conduct. You agree not to use, or encourage or permit others to use, the SupplyFrame Offerings to (i) stalk and/or harass another; (ii) harm minors in any way; (iii) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity; (iv) forge headers or otherwise manipulate identifiers to disguise the origin of any Content posted on or transmitted through the SupplyFrame Offerings; (v) use the SupplyFrame Offerings or Content such that it will mislead a third party into believing that he or she is interacting directly with SupplyFrame or the Services; (vi) engage in any chain letters contests, junk email, pyramid schemes, spamming, surveys or other duplicative or unsolicited messages (commercial or otherwise); (vii) use any SupplyFrame domain name as a pseudonymous return email address; (viii) access or use the SupplyFrame Offerings in any manner that could damage, disable, overburden or impair any SupplyFrame server or the networks connected to any SupplyFrame server; or (ix) market any goods or services for any business purposes (including advertising and making offers to buy or sell goods or services), unless specifically allowed to do so by SupplyFrame.
5.4 Content Loss. You are solely responsible to keep and maintain your own copy of all User Content that is provided to the Services and SupplyFrame. SupplyFrame is not obligated to back up any User Content that is posted on the Services.SupplyFrame therefore recommends that you create backup copies of any User Content posted on the Services at your sole cost and expense.You agree that SupplyFrame may (but has no obligation to), in SupplyFrame’s sole discretion, remove or modify any User Content which it deems to violate your representations and warranties in Section 5.2. You agree and acknowledge that SupplyFrame has no obligation to retain the User Content, and may delete such User Content, at any time.
6. THIRD PARTIES.
6.1 Links to Third Party Services. The SupplyFrame Offerings may contain links to advertisements, web sites and services operated by third parties ("Third Party Service"). Such third party advertisements, web sites and services are not under the control of SupplyFrame. SupplyFrame is not responsible for the content of any third party web site or any link contained in a Third Party Service. SupplyFrame provides these links only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Services. When you leave our Sites, our terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Service, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
6.2 Other Users. The SupplyFrame Offerings may contain Content provided by other users ("Other User Content"). SupplyFrame is not responsible for and does not control Other User Content. SupplyFrame has no obligation to review or monitor, and does not approve, endorse, or make any representations or warranties with respect to Other User Content. You acknowledge that by using the Services you may be exposed to Content that you may find offensive, indecent or objectionable and that, in this respect, you use the Services at your own risk. You use all Other User Content and interact with other users at your own risk. Your interactions with other users are solely between you and the other users, provided that, we reserve the right, but we are under no obligation, to monitor any disputes between you and other users. You agree that SupplyFrame will not be responsible for any liability incurred as the result of any such interactions.
6.3 Release. You hereby irrevocably and unconditionally release and forever discharge SuppyFrame (and its suppliers) from any and all claims, demands, and rights of action, whether now known or unknown, which relates to any interactions with, or act or omission of, any Third Party Service or other users of the Services. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
7. SUPPLYFRAME USE OF INFORMATION. SupplyFrame collects information and data on how the SupplyFrame Offerings are used by users (such as, but not limited to, content stored by users or how users store User Content) and reserves the right to disclose to and share such information and data with third parties in an anonymous and aggregated form at its discretion.
8. COPYRIGHT POLICY. SupplyFrame reserves the right to terminate its agreement with any customer who repeatedly infringes third party copyright rights upon prompt notification to SupplyFrame by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that a copyrighted work has been copied and posted via the SupplyFrame Offerings in a way that constitutes copyright infringement, you shall provide SupplyFrame with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyrighted work; (b) an identification and location in connection with the SupplyFrame Offerings of the copyrighted work that you claim has been infringed; (c) a written statement by you that you have a good faith belief that the disputed use is not authorized by the owner, its agent, or the law; (d) your name and contact information, such as telephone number or email address; and (e) a statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for SupplyFrame’s Copyright Agent for notice of claims of copyright infringement is as follows:
Attn: Copyright Agent
61 South Fair Oaks Avenue, Suite 200, Pasadena, CA 91105
9.1 Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SUPPLYFRAME OFFERINGS ARE PROVIDED “AS IS,” AND SUPPLYFRAME MAKES NO (AND HEREBY DISCLAIMS ALL) WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE USE, MISUSE, OR INABILITY TO USE THE SUPPLYFRAME OFFERINGS (IN WHOLE OR IN PART) OR ANY OTHER PRODUCTS OR SERVICES PROVIDED TO YOU BY SUPPLYFRAME. SUPPLYFRAME DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE SUPPLYFRAME OFFERINGS SHALL BE UNINTERRUPTED OR ERROR-FREE.
9.2 Internet Delays. THE SUPPLYFRAME OFFERINGS MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. SUPPLYFRAME IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS.
10. LIMITATION OF LIABILITY.
10.1 Types of Damages. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL SUPPLYFRAME, OR ITS SUPPLIERS, BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY LOST PROFITS, INCLUDING ANY SUCH DAMAGES OR COSTS DUE TO LOSS OF DATA, USE OR GOODWILL, PERSONAL OR PROPERTY DAMAGE RESULTING FROM OR IN CONNECTION WITH SUPPLYFRAME’S PERFORMANCE HEREUNDER OR THE USE, MISUSE, OR INABILITY TO USE THE SUPPLYFRAME OFFERINGS OR OTHER PRODUCTS OR SERVICES HEREUNDER, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, EVEN IF SUPPLYFRAME HAS BEEN NOTIFIED OF THE LIKELIHOOD OF SUCH DAMAGES. IN NO EVENT SHALL SUPPLYFRAME BE LIABLE FOR PROCUREMENT COSTS OF SUBSTITUTE PRODUCTS OR SERVICES.
10.2 Amount of Damages. THE MAXIMUM LIABILITY OF SUPPLYFRAME ARISING OUT OF OR IN ANY WAY CONNECTED TO THE SUPPLYFRAME OFFERINGS OR THESE TERMS SHALL NOT EXCEED FIFTY DOLLARS ($50). THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS WILL NOT INCREASE SUPPLYFRAME’S LIABILITY. IN NO EVENT SHALL SUPPLYFRAME’S SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THESE TERMS.
10.3 Basis of the Bargain. The parties agree that the limitations of liability set forth in this section shall survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the SUPPLYFRAME would not be willing to provide the SUPPLYFRAME Offerings without these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.
10.4 Additional Rights. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.
11. INDEMNIFICATION. You agree to defend, indemnify and hold harmless SupplyFrame (and its suppliers) from and against any claims, suits, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) brought by third parties resulting from or relating to: (i) your use of the SupplyFrame Offerings, (ii) your User Content, or (iii) your violation of these Terms. SupplyFrame reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify SupplyFrame and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of SupplyFrame. SupplyFrame will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
12. TERM; TERMINIATION. These Terms will continue to apply until terminated by either you or SupplyFrame as set forth below (the "Term"). We may terminate these Terms at any time for any reason or no reason by sending you an e-mail to the address of record in your account. In addition, these Terms will automatically terminate upon any breach of these Terms by you. You may terminate these Terms with respect to a particular SupplyFrame Offering at any time by (a) notifying SupplyFrame at any time; and (b) closing your account for such SupplyFrame Offering. Upon any termination of these Terms with respect to a particular SupplyFrame Offering, you shall promptly discontinue use of such SupplyFrame Offering and your account and right to access and use such SupplyFrame Offering will terminate immediately, including access to your User Content. However, the sections titled IP Ownership, User Content, Release, Disclaimer, Limitation of Liability, Indemnification, Term; Termination and Miscellaneous of these Terms will survive any termination of the Terms. You agree that we will have no liability to you for any costs, expenses, losses, damages, or liabilities relating to such termination.
13.1 Dispute Resolution.
PLEASE READ THIS CAREFULLY. IT AFFECTS YOUR RIGHTS.
Except for either party’s claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret, any and all disputes between you and SupplyFrame arising under or related in any way to these Terms, must be resolved through binding arbitration as described in this section. This agreement to arbitrate is intended to be interpreted broadly. It includes, but is not limited to, all claims and disputes relating to the Sites, Service Content, User Content or Services.
YOU AGREE THAT BY ENTERING INTO THIS AGREEMENT, YOU AND SUPPLYFRAME ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. YOU AND SUPPLYFRAME 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. ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED.
The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association (“AAA”), as modified by this section. For any claim where the total amount of the award sought is $10,000 or less, the AAA, you and SupplyFrame must abide by the following rules: (a) the arbitration shall be conducted solely based on written submissions; and (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties. If the claim exceeds $10,000, the right to a hearing will be determined by the AAA rules, and the hearing (if any) must take place in your choice of the following locations: San Francisco, CA, Denver, CO, or New York, NY . The arbitrator’s ruling is binding and may be entered as a judgment in any court of competent jurisdiction. In the event this agreement to arbitrate is held unenforceable by a court, then the disputes that would otherwise have been arbitrated shall be exclusively brought in the state or federal courts located in San Francisco County, California. Claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall be exclusively brought in the state and federal courts located in San Francisco County, California.
13.2 Notices. You are responsible for updating your data to provide SupplyFrame with your most current email address. In the event that the last email address you have provided to SupplyFrame is not valid, or for any reason is not capable of delivering to you any notices required by these Terms, SupplyFrame’s dispatch of the email containing such notice will nonetheless constitute effective notice of the changes described on the notice. Any notice provided to SupplyFrame pursuant to these Terms should be sent to SupplyFrame, Inc., 61 South Fair Oaks Avenue, Suite 200, Pasadena, CA 91105.
13.3 General. The parties are independent contractors. You may not assign these Terms, in whole or in part, without the prior written consent of SupplyFrame. SupplyFrame may freely assign these Terms, in whole or in part. If any provision of these Terms is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. All waivers by SupplyFrame will be effective only if in writing. Any waiver or failure by SupplyFrame to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. You acknowledge that the SupplyFrame Offerings contain valuable trade secrets and proprietary information of SupplyFrame, that any actual or threatened breach of Section 4 (License Grant and Restrictions) of these Terms will constitute immediate, irreparable harm to SupplyFrame for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach. The headings of Sections of these Terms are for convenience and are not to be used in interpreting these Terms. “Includes” and “including” are not limiting. These Terms constitute the final, complete, and exclusive agreement between the parties regarding the subject hereof and supersede all prior or contemporaneous agreements, understandings, and communication, whether written or oral.
Questions or Suggestions.
If you have any questions or suggestions regarding our Terms of Service please contact us by sending us an e-mail to legal@SupplyFrame.com.
For more information regarding copyright and fair use, please visit the following link.