Website Terms of Use

These Website Terms of Use (the "Terms of Use") apply to the SupplyPro website located at www.SupplyPro.com (the "Site"). The Site is the property of SupplyPro, Inc. ("SupplyPro") and its licensors. BY USING THE SITE, YOU AGREE TO THESE TERMS OF USE AND ALL APPLICABLE LAWS AND REGULATIONS; IF YOU DO NOT AGREE, DO NOT USE THE SITE. Your failure to comply results in the termination of your rights of access and use. "You" means you individually and the entity for whom you act as an authorized representative, employee or agent.

Your use of the services offered by SupplyPro through its SupplySystem IS portal is further governed by the SupplySystem IS Terms and Conditions and any service agreement you enter into for such services.

The Site is not intended for the use of children under 18 and no such person is authorized to use it.

SupplyPro reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms of Use, at any time. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Site following the posting of changes indicates your agreement to and acceptance of the changes. As long as you comply with these Terms of Use, SupplyPro grants you a personal, non-exclusive, non-transferable, limited privilege to enter and use the Site.

Privacy

Please refer to SupplyPro's Privacy Policy for information on how we collect, use and disclose information from our users. The Privacy Policy is incorporated into these Terms of Use by this reference. Additionally, by using the Site, you acknowledge and agree that Internet transmissions are never completely private or secure. You understand that any message or information you send to the Site may be intercepted by others.

Content

All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code (collectively, "Content"), including but not limited to the design, structure, selection, coordination, expression, "look and feel" and arrangement of such Content, contained on the Site is owned, controlled or licensed by or to SupplyPro, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws.

Except as expressly provided in these Terms of Use, no part of the Site and no Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise, without SupplyPro's express prior written consent.

You may use information on SupplyPro products and services purposely made available by SupplyPro for downloading from the Site, provided that you (1) not remove any proprietary notice language in all copies of such documents, (2) use such information only for informational purposes, (3) make no modifications to any such information, and (4) not make any additional representations or warranties relating to such documents. The information on this Site shall not be construed as an offer and is provided for illustrative purposes only. Accuracy is not guaranteed. SupplyPro may make changes to any products or services offered on the Site, or to the applicable prices for any such products or services, at any time, without notice. The materials on the Site with respect to products and services may be out of date, and SupplyPro makes no commitment to update the materials on the Site with respect to such products and services.

Feedback and Information

SupplyPro does not accept ideas, concepts or techniques for new services, products or features through the Site ("Feedback"). Any Feedback you provide at this Site will not be considered confidential or proprietary. SupplyPro is under no obligation to keep Feedback confidential, and SupplyPro shall have an unrestricted, irrevocable, world-wide, royalty-free right to use, communicate, reproduce, publish, display, distribute and exploit such Feedback in any manner it chooses.

The information contained on this Site is subject to change without notice.

Your Use of the Site

You may not attempt to gain unauthorized access to any portion or feature of the Site, or any other systems or networks connected to the Site or to any SupplyPro server, or to any of the services offered on or through the Site, by hacking, password "mining" or any other illegitimate means.

You may not probe, scan or test the vulnerability of the Site or any network connected to the Site, nor breach the security or authentication measures on the Site or any network connected to the Site. You may not reverse look-up, trace or seek to trace any information on any other user of or visitor to the Site, or any other customer of SupplyPro, including any SupplyPro account not owned by you, to its source, or exploit the Site or any service or information made available or offered by or through the Site, in any way where the purpose is to reveal any information, including but not limited to personally identifiable information, other than your own information, as provided for by the Site.

You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any transaction being conducted on the Site, or with any other person's use of the Site.

You may not use the Site or any Content for any purpose that is unlawful or prohibited by these Terms of Use, or to solicit the performance of any illegal activity or other activity which infringes the rights of SupplyPro or others.

SupplyPro reserves the right, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the Site, or any portion of the Site, for any reason; (2) to modify or change the Site, or any portion of the Site, and any applicable policies or terms; and (3) to interrupt the operation of the Site, or any portion of the Site, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

Accounts, Passwords and Security

Certain features or services offered on or through the Site may require you to register and set up a user ID and password and enter a company code. You are entirely responsible for maintaining the confidentiality of the information you hold for your account, including your password, and for any and all activity that occurs under your account as a result of your failing to keep this information secure and confidential. You agree to notify SupplyPro immediately of any unauthorized use of your account or password, or any other breach of security. You may be held liable for losses incurred by SupplyPro or any other user of or visitor to the Site due to someone else using your user ID, password or account as a result of your failing to keep your account information secure and confidential.

You may not use anyone else's user ID, password, company code or account at any time without the express permission and consent of the holder of that user ID, password, company code or account. SupplyPro cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.

Links to Other Sites and to the SupplyPro Site

This Site may contain links to other independent third-party websites ("Linked Sites"). These Linked Sites are provided solely as a convenience to our visitors. Such Linked Sites are not under SupplyPro's control, and SupplyPro is not responsible for and does not endorse the content of such Linked Sites, including any information or materials contained on such Linked Sites.

Disclaimers

THE SITE IS PROVIDED "AS IS, AS AVAILABLE". SUPPLYPRO DOES NOT PROMISE THAT THE SITE OR ANY CONTENT, SERVICE OR FEATURE OF THE SITE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE SITE WILL PROVIDE SPECIFIC RESULTS. ALL INFORMATION PROVIDED ON THE SITE IS SUBJECT TO CHANGE WITHOUT NOTICE. SUPPLYPRO CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THE SITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW. SUPPLYPRO DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SITE AND/OR ANY SUPPLYPRO SERVICES. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE AND ANY LINKED SITES. YOUR SOLE REMEDY AGAINST SUPPLYPRO FOR DISSATISFACTION WITH THE SITE OR ANY CONTENT IS TO STOP USING THE SITE OR ANY SUCH CONTENT. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES.

The above disclaimer applies to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action.

Limitation of Liability

EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT AND UNDER NO LEGAL THEORY, WHETHER TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, WILL SUPPLYPRO OR ITS THIRD PARTY VENDORS, LICENSORS OR SUPPLIERS BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSSES OR EXPENSES RELATING TO INTERRUPTION OF BUSINESS ACTIVITIES, LOSS OF DATA OR THE COSTS OF PROCURING SUBSTITUTE GOODS, EVEN IF SUPPLYPRO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES.

Indemnity

You agree to indemnify and hold SupplyPro, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any demands, loss, liability, claims or expenses (including attorneys' fees), made against SupplyPro by any third party due to or arising out of or in connection with (1) your access to or use of the Site; (2) your violation of these Terms of Use or any applicable law or regulation, (3) your violation of any rights of any third party; or (4) any disputes or issues between you and any third party. You will pay SupplyPro the cost of defending the claim (including reasonable attorney's fees and expenses of litigation including covering any advance retainers required) and any damages awarded, fines, or other amounts that are imposed on SupplyPro. Your obligation extends to any such acts by any of your employees or independent contractors. SupplyPro shall be permitted to choose the legal counsel who will represent them. You agree to cooperate with our defense of such claim.

Violation of These Terms of Use

SupplyPro may disclose any information we have about you (including your identity) if we determine that such disclosure is necessary in connection with any investigation or complaint regarding your use of the Site, or to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) SupplyPro's rights or property, or the rights or property of visitors to or users of the Site, including SupplyPro's customers. SupplyPro reserves the right at all times to disclose any information that SupplyPro deems necessary to comply with any applicable law, regulation, legal process or governmental request. SupplyPro also may disclose your information when SupplyPro determines that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes.

You agree that SupplyPro may, in its sole discretion and without prior notice, terminate your access to the Site and/or block your future access to the Site if we determine that you have violated these Terms of Use or other agreements or guidelines which may be associated with your use of the Site. You also agree that any violation by you of these Terms of Use will constitute an unlawful and unfair business practice, and will cause irreparable harm to SupplyPro, for which monetary damages would be inadequate, and you consent to SupplyPro obtaining any injunctive or equitable relief that SupplyPro deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies SupplyPro may have at law or in equity. You agree that SupplyPro may also, in its sole discretion and without prior notice, terminate your access to the Site for cause, which includes (but is not limited to) (1) requests by law enforcement or other government agencies, (2) a request by you (self-initiated account deletions), (3) discontinuance or material modification of the Site or any service offered on or through the Site, or (4) unexpected technical issues or problems.

If SupplyPro does take any legal action against you as a result of your violation of these Terms of Use, SupplyPro will be entitled to recover from you, and you agree to pay, all reasonable attorneys' fees and costs of such action, in addition to any other relief granted to SupplyPro. You agree that SupplyPro will not be liable to you or to any third party for termination of your access to the Site as a result of any violation of these Terms of Use.

Governing Law; Dispute Resolution

You agree that all matters relating to your access to or use of the Site, including all disputes, will be governed by the laws of the United States and by the laws of the State of California excluding: (1) its conflicts of law principles; and (2) the United Nations Convention on Contracts for the International Sale of Goods. You agree to the personal jurisdiction by, and venue in, the state and federal courts in San Diego County, California, and waive any objection to such jurisdiction or venue. Any claim under these Terms of Use must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. Claims made under the separate terms and conditions of purchase for goods and services may be subject to different limitations. You agree to the admissibility of computer records and electronic evidence in any dispute herein. No class action may be pursued or maintained with respect to any dispute regarding these Terms of Use.

Users Outside of the United States

SupplyPro administers and operates the www.SupplyPro.com Site from its location in the United States of America. Although the Site is accessible worldwide, not all features, products or services discussed, referenced, provided or offered through or on the Site are available to all persons or in all geographic locations, or appropriate or available for use outside the United States. If you choose to access the Site from outside the United States, you do so on your own initiative and you are solely responsible for complying with applicable local laws.

Miscellaneous

You may preserve these Terms of Use in written form by printing it for your records, and you waive any other requirement that these Terms of Use be evidenced by a written document. You may not use or export or re-export any Content or any copy or adaptation of such Content, or any product or service offered on the Site, in violation of any applicable laws or regulations, including without limitation United States export laws and regulations.

All provisions of these Terms of Use are severable, and the unenforceability or invalidity of any of the provisions will not affect the enforceability or validity of the remaining provisions. These Terms of Use constitute the entire agreement between you and SupplyPro with regard to your use of the Site, and any and all other written or oral agreements or understandings previously existing between you and SupplyPro with respect to such use are hereby superseded and cancelled, except that your use of the services of the SupplySystem IS portal are further subject to the SupplySystem IS Terms and Conditions available at the SupplySystem IS portal. Other than as provided in a separate purchase or license agreement you enter into with SupplyPro, SupplyPro will not accept any counter-offers to these Terms of Use, and all such offers are hereby rejected. SupplyPro's failure to insist on or enforce strict performance of these Terms of Use shall not be deemed a waiver by SupplyPro of any provision or any right it has to enforce these Terms of Use. Any such waiver must be in writing in order to be effective, and no such waiver or waivers shall serve to establish a course of performance between you and SupplyPro contradictory to the terms hereof. These Terms of Use shall not be interpreted or construed to confer any rights or remedies on any third parties.

Canada

The parties declare that they have required that these Terms of Use and all documents related hereto, either present or future, be drawn up in the English language only. Les parties déclarent par les présentes qu'elles exigent que cette entente et tous les documents y afferents, soit pour le present ou le future, soient rédigés en langue anglaise seulement.

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SupplyPro Inc., 9401 Waples Street, Suite 150, San Diego, CA 92121, USA

Updated 3/2016