TERMS & CONDITIONS

By accessing and using the website, you agree to these Terms of Use.

SupplyShift reserves the right to modify these Terms of Use at any time without giving you prior notice. Your use of the website following any such modification constitutes your agreement to follow and be bound by these Terms of Use as modified. The last date these Terms of Use were revised is set forth below.

1. Permitted Use of The website

You may use the website, and the information, writings, images and/or other works that you see, hear or otherwise experience on the website (singly or collectively, the “Content”) solely for your non-commercial, personal purposes and/or to learn about SupplyShift products and services, and solely in compliance with these Terms of Use.

2. Prohibited Use of The website

By accessing the website, you agree that you will not:

・Use the website in violation of these Terms of Use;
・Use the website in violation of the terms of SupplyShift’s Acceptable Use Policy.
・Copy, modify, create a derivative work from, reverse engineer or reverse assemble the website, or otherwise attempt to discover any source code, or allow any third party to do so;
・Sell, assign, sublicense, distribute, commercially exploit, grant a security interest in or otherwise transfer any right in, or make available to a third party, the Content or Service in any way.
・Use or launch any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” that accesses the website in a manner that sends more request messages to the SupplyShift servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser;
・Use the website in any manner that damages, disables, overburdens, or impairs any SupplyShift website or interferes with any other party’s use and enjoyment of the website;
・Mirror or frame the website or any part of it on any other website or web page.
・Attempt to gain unauthorized access to the website;
・Access the website by any means other than through the interface that is provided by SupplyShift for use in accessing the website;
・Use the website for any purpose or in any manner that is unlawful or prohibited by this Agreement.
・ Any unauthorized use of any Content or the website may violate patent, copyright, trademark, and other laws.

3. Copyrights and Trademarks

The website is based upon proprietary SupplyShift technology and includes the Content. The website is protected by applicable intellectual property and other laws, including trademark and copyright laws. The website, including all intellectual property rights in the website, belongs to and is the property of SupplyShift or its licensors (if any). SupplyShift owns and retains all copyrights in the Content. Except as specifically permitted on the website as to certain Content, the Content may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, and you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, or create derivative works based on the Content or the website, in whole or in part, by any means. SupplyShift, the SupplyShift logos, and other marks used by SupplyShift from time to time are trademarks and the property of SupplyShift. The appearance, layout, color scheme, and design of the SupplyShift.com website are protected trade dress. Customer does not receive any right or license to use the foregoing. SupplyShift may use and incorporate into the website or the SupplyShift Service any suggestions or other feedback you provide, without payment or condition.

Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement on the website or the Service should be sent to SupplyShift’s designated Copyright Agent. See the Claims of Copyright Infringement instructions below.

4. Information and Materials You Post or Provide

You represent that you have all right, title, and interest to materials you post on the website or provide to SupplyShift (“Materials”), including but not limited to any consent, authorization, release, clearance or license from any third party (such as, but not limited to, any release related to rights of privacy or publicity) necessary for you to provide, post, upload, input or submit the Materials, and that posting such Materials does not violate or constitute the infringement of any patent, copyright, trademark, trade secret, right of privacy, right of publicity, moral rights, or other intellectual property right recognized by any applicable jurisdiction of any person or entity, or otherwise constitute the breach of any agreement with any other person or entity. You further represent and warrant that you are who you say you are, that you have not submitted fictitious, false or inaccurate information about yourself, and that all information contained in the posted Materials is true and your own work or work you are authorized to submit, and that the posted Materials do not contain any threatening, harassing, libelous, false, defamatory, offensive, obscene, or pornographic, material, or other material that would violate any other applicable law or regulation. You agree that you will not knowingly and with intent to defraud provide material and misleading information. You represent and warrant that the Materials you supply do not violate these Terms of Use.

5. Links to Third-Party Web websites

Links on the website to third party web websites or information are provided solely as a convenience to you. If you use these links, you will leave the website. Such links do not constitute or imply an endorsement, sponsorship, or recommendation by SupplyShift of the third party, the third-party website, or the information there. SupplyShift is not responsible for the availability of any such web websites. SupplyShift is not responsible or liable for any such web websites or the content thereon. If you use the links to the websites of SupplyShift affiliates or service providers, you will leave the website and will be subject to the terms of use and privacy policy applicable to those websites.

6. Downloading Files

SupplyShift cannot and does not guarantee or warrant that files available for downloading through the website will be free of infection by software viruses or other harmful computer code, files or programs.

7. Disclaimers; Limitations of Liability

SUPPLYSHIFT AND ITS SERVICE PROVIDERS, LICENSORS AND SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE WEBSITE OR THE CONTENT FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICE AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. SUPPLYSHIFT AND ITS SERVICE PROVIDERS, LICENSORS AND SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE WEBSITE AND THE CONTENT, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NO STATEMENT OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SUPPLYSHIFT IN ANY MEANS OR FASHION SHALL CREATE ANY WARRANTY NOT EXPRESSLY AND EXPLICITLY SET FORTH IN THIS AGREEMENT. THE CONTENT MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SUPPLYSHIFT AND ITS SERVICE PROVIDERS, LICENSORS OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER TYPE OF DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR COVER OR LOSS OF USE, DATA, REVENUE OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE WEBSITE, WITH THE DELAY OR INABILITY TO USE THE WEBSITE, OR FOR ANY CONTENT, OR OTHERWISE ARISING OUT OF THE USE OF THE WEBSITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, THE FAILURE OF ANY LIMITED REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE, EVEN IF SUPPLYSHIFT OR ANY OF SUPPLYSHIFT’S SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, SUPPLYSHIFT IS DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSS, HARM OR DAMAGE, YOU AGREE THAT THE AGGREGATE LIABILITY OF SUPPLYSHIFT AND ITS OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SERVICE PROVIDERS, LICENSORS OR SUPPLIERS SHALL IN ALL CASES BE LIMITED TO ONE HUNDRED DOLLARS.

8. Indemnification

You understand and agree that you are personally responsible for your behavior on the website. You agree to indemnify, defend and hold harmless SupplyShift, its parent companies, subsidiaries, affiliated companies, joint venturers, business partners, licensors, employees, agents, and any third-party information providers from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys’ fees, resulting from or arising out of your use, misuse, or inability to use the website or the Content, or any violation by you of these Terms of Use.

9. Privacy

Your use of the website is subject to SupplyShift’s Privacy Policy, available at supplyshift.net/privacy-policy

10. Additional Terms of Service

If you are a customer of SupplyShift or an employee, representative or agent of a SupplyShift customer, your use of the SupplyShift Platform is subject to SupplyShift’s Terms and Conditions, available at supplyshift.net/terms-conditions

11. General Provisions

a. Entire Agreement/No Waiver. These Terms of Use constitute the entire agreement of the parties with respect to the subject matter hereof. No waiver by SupplyShift of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.

b. Correction of Errors and Inaccuracies. The Content may contain typographical errors or other errors or inaccuracies and may not be complete or current. SupplyShift therefore reserves the right to correct any errors, inaccuracies or omissions and to change or update the Content at any time without prior notice. SupplyShift does not, however, guarantee that any errors, inaccuracies or omissions will be corrected.

c. Enforcement/ Choice of Law/ Choice of Forum. If any part of these Terms of Use is determined by a court of competent jurisdiction to be invalid or unenforceable, it will not impact any other provision of these Terms of Use, all of which will remain in full force and effect. Any and all disputes relating to these Terms of Use, SupplyShift’s Privacy Policy, your use of the website, any other SupplyShift website or the Content are governed by, and will be interpreted in accordance with, the laws of the State of Delaware, without regard to any conflict of laws provisions. You agree to the sole and exclusive jurisdiction and venue of the federal or state courts in San Francisco, California in the event of any dispute of any kind arising from or relating to these Terms of Use, SupplyShift’s Privacy Policy, your use of the website, any other SupplyShift web website or the Content.

Last Revised: November 27, 2017

Copyright 2018 SupplyShift. All rights reserved

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