General Terms and Conditions
Last Update Effective: October 1, 2015
- 1. Introduction, Agreement and Definitions.
(b) Your Agreement. By accessing or using the Public Website, You agree to these General Terms and to use the Public Website in accordance with all Applicable Laws (as defined below), these General Terms and any policies as communicated to You from time to time by Us. Without limiting the foregoing, You agree not to disturb the normal operation of the Public Website. You agree not to use the Public Website in a manner that harasses or may harass other parties or that disrupts, undermines, corrupts or in any way threatens the operation of the Public Website, or infringes the integrity thereof, or that is likely or has the potential to have any of those effects. Further, by accessing and using the Public Website, You represent and warrant to Us that: (i) You have read and understand, and agree to comply with and be bound by these General Terms; (ii) any registration information that You submit to Us is, and will be updated to remain, truthful, complete and accurate; and (iii) Your access to and use of the Public Website does not and shall not violate any Applicable Laws of Your jurisdiction.
(c) Governing Law. In addition to and not in limitation of the provisions of Section 1(b), unless otherwise expressly agreed to in writing, the these General Terms, the Public Website, the Centre Terms, the SA Centre and the Centre Services and all disputes or other matters arising out of any of them shall be governed by the laws of the State of Missouri, United States of America, without regard to conflict of law principles. You consent that any suits or actions taken by You against Supply America shall be brought solely and exclusively in the United States District Court for the Eastern District of Missouri (in the City of St. Louis, Missouri) or in state courts located in St. Louis County, Missouri, as applicable. You also consent to the jurisdiction and venue of such courts and waive the defense of an inconvenient forum.
(e) Non-Public Websites.
(i) SA Document Centre. Supply America makes certain features, functions and/or services (defined below as “Centre Services”) available to its Customers through Our Username and Password-protected, non-public website (the “SA Document Centre”). In the event You would like to use or access on or more of Our Centre Services, You may apply to and register for access to the SA Document Centre by clicking the Order Online button and Request Account button located on the Public Website. As part of Your registration and each time You login to the SA Document Centre, You will be required, as a condition to Your access and use thereof, to agree to additional terms and conditions of use required for the use of the SA Document Centre and the services made available therein (collectively, “Centre Terms”).
(ii) Centre Terms. The Centre Terms are available at the following link: www.supplyamericaonline.com, and are in addition to the provisions of these General Terms. In addition and as set forth above, agreement to the Centre Terms is a condition to registration as a Registered Customer and the continued use of the SA Document Centre.
(f) We May Change the SA Sites and SA Site Terms. We may at any time modify the Public Website and/or the SA Document Centre (collectively, the “SA Sites”) without notice. We may change, terminate or assign these General Terms and/or Centre Terms (collectively, the “SA Site Terms”), or suspend or cease to offer any of the SA Sites (and any Centre Services provided in connection with any applicable SA Sites), immediately upon notice to You. We may also add fees, change any existing fees or implement new fees for applicable services whether provided through the Public Website or the SA Document Centre, immediately upon notice to You. Without limiting the foregoing, continued use by You of the Public Website and/or the SA Document Centre will constitute acceptance of any change or assignment by Us of these General Terms or any Centre Terms, any modification or suspension of any Centre Services, or any change to or implementation of fees. IT IS YOUR RESPONSIBILITY TO CHECK FOR THE MOST RECENT GENERAL TERMS AT WWW.SUPPLYAMERICAONLINE.COM.
(g) Definitions. In addition to capitalized terms defined in the text of these General Terms, the following capitalized terms shall have the following meanings:
(i) “Applicable Laws” means all federal, state and provincial laws, rules and regulations of the United States of America and Canada, including applicable Privacy Laws.
(ii) “Centre Services” means features, functions and/or services that may be made available to Registered Customers through the SA Document Centre, and may include product ordering, design and other services.
(iii) “Document” means any order that You may place for SA products or Centre Services using the SA Document Centre or any other document that You or We create in connection with any Centre Services.
(iv) “Password” means the secret access code Registered Customers may use to access the SA Document Centre.
(v) “Privacy Laws” means all laws pertaining to the privacy, confidentiality, handling, storage, data export, disposal, and/or safeguarding of customer, employee, financial or other personal information, records, or data, including without limitation: (a) in the United States, (i) the Gramm-Leach-Bliley Act (“GLBA”) (15 U.S.C. § 6801 et seq.), (ii) the Fair Credit Reporting Act (“FCRA”) (15 U.S.C. § 1681 et seq.), (iii) the Fair and Accurate Credit Transactions Act of 2003 (“FACTA”); and (iv) all federal and state data security breach notification and incident response laws and regulations; (b) in Canada, The Privacy Act and The Personal Information Protection and Electronic Documents Act (“PIPEDA”); and (c) all implementing rules and regulations, amendments to, and successors of each of the foregoing.
(vi) “Registered Customer” means a commercial organization that is a Supply America customer that (1) has registered to use the SA Document Centre, (2) been accepted by Supply America and approved to use the SA Document Centre; and (3) has been provided by Supply America a username and password enabling it to access and use the SA Document Centre. If You register and have been accepted by Supply America to use the SA Document Centre as provided herein, You will be a Registered Customer.
(vii) “SA Document Centre”™ has the meaning set forth in Section1(e)(i).
(viii) “SA Sites” refers collectively to the Public Website and the SA Document Centre as set forth in Section 1(e)(i).
(ix) “SA Site Terms” refers collectively to the General Terms and the Centre Terms as set forth in Section 1(d)(i).
(x) “Sender” means any individual or organization (other than Supply America) that sends You Documents using the SA Document Centre or otherwise.
(xi) “Username” means a user identity that uniquely identifies a Registered Customer.
- 2. Public Access and Prohibited Activities.
(a) Public Access; Prohibited Activities. You may use the public areas of the Public Website to learn more about Supply America, and Our products and Centre Services offerings. In connection with Your use of the Public Website, You may not:
(i) attempt to gain unauthorized access to any SA Site, any other person’s account established for the use of the SA Document Centre or any other private areas of the Public Website;
(ii) use any SA Site for advertising, promotional or other commercial purposes, except in those forums (if any) where such activities are expressly permitted;
(iii) transmit “junk mail,” “chain letters,” “pyramid schemes,” “spam,” or other unsolicited mass mailings or communications;
(iv) use automated means, including but not limited to scripts, spiders, robots, crawlers, or data mining tools, to post content to or download content from any SA Site;
(v) engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of any SA Site;
(vi) impersonate a representative of Supply America, any Registered Customer or any other SA Site users;
(vii) “stalk” or otherwise harass anyone, or contact any user that has not specifically asked to be contacted;
(viii) engage in or promote any activity, or post or transmit any content, that is illegal, threatening, abusive, offensive, obscene, harassing, defamatory, deceptive, false, misleading, inaccurate, unsafe, invasive of another’s privacy, or endangering of minors in any way;
(ix) promote discrimination based on race, ethnicity, religion, gender, sexual orientation, disability, age or marital status, or hatred or physical harm of any kind against any group or individual; or
(x) infringe, misappropriate, or violate the copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, rights of privacy or publicity, or other rights of any third party, or violate any contractual, fiduciary or other legal duty or obligation
(b) Disclaimer. WITHOUT LIMITING THE DISCLAIMERS OF LIABILITY SET OUT IN THESE GENERAL TERMS AND/OR THE CENTRE TERMS, WE WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY DAMAGES YOU MAY INCUR ARISING FROM (I) THE UNAUTHORIZED USE OR DISCLOSURE OF ANY USERNAME OR PASSWORD YOU MAY ESTABLISH IN CONNECTION WITH YOUR ACCESS OR USE OF THE SA DOCUMENT CENTRE; (II) YOUR COMMUNICATION OF CONFIDENTIAL OR PERSONAL INFORMATION TO US BY EMAIL OVER THE INTERNET, OR (III) OUR COMMUNICATION OF SUCH INFORMATION TO YOU BY EMAIL OVER THE INTERNET AT YOUR REQUEST.
- 3. ADDITIONAL GENERAL TERMS.
(a) User Disputes. We encourage You to report any abuse of any of the SA Sites or violation of any SA Site Terms by other users. Notwithstanding the foregoing, You are solely responsible for your interactions with other users on the SA Sites. We reserve the right, but shall have no obligation, to monitor activities and communications on the Public Website and/or any other SA Site, and to take action where We deem it to be appropriate, in Our sole discretion.
(b) Termination. We reserve the right to block or terminate Your access to or use of the Public Website and/or any other SA Site at any time and for any reason, and/or to take other action, with or without prior notice to You, if You violate any provision of any SA Site Terms or use any SA Site in a manner for which it is not intended to be used.
(c) We are Not Responsible for User Content. We have no control over and assume no responsibility for the content posted by users of any SA Site. It is possible that other users may post offensive or inappropriate content, and that You may view or be involuntarily exposed to such offensive or inappropriate content. We do not approve of such conduct. However, We are not responsible for the content or conduct of other users of any SA Site, and shall have no liability for any actions or inaction taken in connection therewith. We have no obligation to review any posted content, and in any event, content is not necessarily reviewed by Us prior to posting . Content posted by third parties does not necessarily reflect the opinions of Supply America. We make no representations or warranties, express or implied, as to the content submitted by users, and except as may be required by Applicable Laws, shall have no obligation to modify or remove inaccurate or inappropriate content.
(d) Third Party Links. One or more SA Sites and some Documents may contain links to third party websites or mobile sites not owned or operated by Us, including to sites featuring companies, products, services or news that may be of interest or to pages that We maintain on Linked In, YouTube, Facebook, Twitter or other social media sites. These links are provided to You only as a convenience and the inclusion of these links should not be construed as any sort of affiliation, sponsorship, endorsement, or approval. In addition, some third party websites or mobile sites may contain links to one or more SA Sites. No linked third party websites or mobile sites are under Our control and We are not responsible for the availability or contents of any linked third party website site or mobile site or any link contained in a linked website or mobile site, or any changes or updates to such websites or mobile sites including the ongoing availability of a linked Document. When You access a third party Internet or mobile site, You do so at your own risk. We assume no responsibility or liability for any information, products or services available on or through any third party website or mobile site, or for any actions taken by You or others in connection therewith. It is up to You to take precautions to ensure that whatever You select for Your use is free of such items as viruses, bugs, problems or other limitations.
(e) Record Retention. You are solely responsible for maintaining Your own record of activity using any Centre Services, and for retaining all copies of Documents and other relevant data. Any record retention services performed by Us are solely at Our discretion, will be for a maximum of seven (7) years, and may be discontinued by Us at any time upon ninety (90) days’ notice to You.
- 4. PROPRIETARY RIGHTS, COPYRIGHT.
(a) Proprietary Rights. We reserve all right, title and interest in and to each of the SA Sites, including but not limited to all products, services, content, materials, information and compilations of information available on or through any of the SA Sites, as well as any and all domains and sub-domains, the design, layout, graphics, programming code and “look and feel” of each of the SA Sites, the copyrights, trademarks, service marks, and trade dress appurtenant thereto, all goodwill arising therefrom, and all other intellectual property and proprietary rights of any nature throughout the world embodied therein. You may not modify, reproduce, distribute, sell, or create derivative works based upon any of the SA Sites, or post any content from any SA Site to newsgroups, blogs, mailing lists or social networking sites, without Our prior written consent. From time to time, You may provide Us with suggestions, comments, ideas or other feedback for the SA Sites or the products, services or information featured on any such SA Sites (“Feedback“). You acknowledge and agree, on behalf of yourself and your company, that You relinquish all rights in such Feedback, and that We and Our successors and assigns shall be free to use, disclose and otherwise commercialize and exploit such Feedback free of any and all claims by or monetary obligations to You or proprietary, confidentiality or other restrictions of any kind, including without limitation for purposes of developing improvements to any SA Sites and Supply America’s products and services.
(b) Copyright Policy. Supply America respects the copyrights of third parties. You may not use any SA Site to post, modify, distribute, or reproduce any copyrighted works without authorization or to otherwise infringe the copyrights of a third party. It is Our policy to terminate the accounts or access of users who repeatedly infringe the copyrights of others upon receipt of proper notification by the copyright owner or its legal agent. If You believe that Your copyrighted work has been posted or used on any SA Site in a manner that constitutes copyright infringement, please provide Our Copyright Agent with written notice containing the following information: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright interest that is allegedly infringed; (ii) identification of the copyrighted work (or in the case of multiple works, a representative list of such works) claimed to have been infringed; (iii) identification of the material that is claimed to be infringing, and the location of that material; (iv) Your address, telephone number, and email address; (v) a statement by You that You have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by You, made under penalty of perjury, that the information in the notification is accurate, and that You are authorized to act on behalf of the owner of the copyright interest that allegedly is infringed. Our Copyright Agent for notice of claims of copyright infringement may be reached by mail at: firstname.lastname@example.org.
- 5. INDEMNIFICATION. You agree to defend, indemnify and hold harmless Supply America, its affiliates and all of their respective owners, shareholders, members, officers, directors, suppliers, licensors, contractors, employees and agents (“Claimants”) from and against any claim, action, investigation, suit or demand (collectively, “Claims”) made by any third party due to or arising out of (i) Your breach or violation of any Centre Terms; (ii) Your breach or violation of any Applicable Laws; and/or (iii) Your violation or misappropriation of the rights of any third party, including intellectual property rights of any kind; and to indemnify and hold harmless each Claimant from any damages, liability, losses and/or expenses (including reasonable legal fees) arising or resulting from any such Claims. Upon Our written notice to You of a claim for defense and indemnification, You will undertake the defense and/or settlement of any such Claim; provided that (A) We, at Our own expense, may participate in the defense of any such Claim; and (B) You shall not compromise or settle any such Claim without Our prior written consent which may not be unreasonably withheld or delayed.
- 6. DISCLAIMER.
(a) General. ALTHOUGH CONSIDERABLE CARE HAS BEEN TAKEN IN PREPARING AND MAINTAINING THE INFORMATION AND MATERIALS USED IN THE SA SITES AND IN ANY CENTRE SERVICES, YOUR USE OF ANY SA SITE OR ANY CENTRE SERVICES IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAWS, YOUR USE OF ANY SA SITE AND/OR ANY CENTRE SERVICES IS “AS-IS, WHERE-IS, AS-AVAILABLE AND WITH ALL FAULTS”; AND WE HEREBY DISCLAIM ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SUPPLY AMERICA DOES NOT REPRESENT THAT YOUR USE OF ANY SA SITE OR ANY CENTRE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED TO COMPUTER SYSTEMS, SOFTWARE OR ELECTRONIC FILES BY COMPUTER VIRUSES, “WORMS”, “TROJAN HORSES” OR OTHER ITEMS OR FORCES OF AN INTRUSIVE, DISRUPTIVE OR DESTRUCTIVE NATURE.
(b) Unauthorized Access. WE WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY DELAY, DAMAGE, LOSS OR INCONVENIENCE YOU OR ANY OTHER PERSON MAY INCUR IN THE EVENT OF UNAUTHORIZED ACCESS TO THE SA DOCUMENT CENTRE OR YOUR ACCOUNT AS A REGISTERED CUSTOMER, IF APPLICABLE .
(c) Inability to Access Centre Services. WE WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY DELAY, DAMAGE, LOSS OR INCONVENIENCE YOU OR ANY OTHER PERSON MAY INCUR IF YOU (1) ARE UNABLE TO ACCESS ANY SA SITE OR CENTRE SERVICES, (2) DO NOT RECEIVE YOUR DOCUMENTS, OR (3) EXPERIENCE ANY DELAY IN THE PROCESSING OF ANY TRANSACTION FOR ANY REASON WHATSOEVER (INCLUDING WITHOUT LIMITATION DUE TO ANY MALFUNCTION OF THE SA DOCUMENT CENTRE OR ANY OF THE CENTRE SERVICES).
(i) License. Any software that is made available on any SA Site or using any Centre Services for downloading (the “Software”) is a copyrighted work of Ours and/or Our licensors. use of the Software is governed by the terms of the license agreement, if any, which accompanies or is included with the Software (“License Agreement”).
(ii) Use Only as Permitted. The Software is made available for downloading solely for use by end users according to the License Agreement. Any reproduction or redistribution of the Software not in accordance with the License Agreement is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.
(iii) Disclaimer. ALL SUCH SOFTWARE IS PROVIDED “AS-IS, WHERE-IS AND WITH ALL FAULTS”. WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO SUCH SOFTWARE. WE HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO SUCH SOFTWARE, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT.
- 8. TRADEMARKS. Certain names, graphics, logos, icons, designs, words, titles or phrases on any SA Site or Document may constitute trade names, trademarks, official marks or other intellectual property (collectively, “Marks”) of Supply America Inc., Senders, or other entities. Marks may be registered in the United States, Canada and in other countries as applicable, and are otherwise protected according to all Applicable Laws. Any unauthorized use, reproduction, downloading, retransmission or other copying or modification of Marks and/or the contents herein is strictly prohibited. Without limiting the foregoing:
Supply America™ is a trademark of Supply America, Inc. The material used in any SA Site is copyrighted and the images and information presented may not be reproduced or used, other than by using the facilities of the SA Site, without prior written permission by Supply America, Inc.
- 9. PRIVACY.
(i) Registered Customers. To ensure Your privacy as a Registered Customer, We ask for the minimum amount of information We need to serve You We do not share or sell any information about Our customers to anyone We do not “data mine” Our customer information for commercial purposes. We conform to applicable Privacy Laws.
(b) Your Role.
(i) Update. We are committed to maintaining the accuracy of Your information, and You play an important role in keeping Us up-to-date. Please remember to notify Us as soon as possible if anything changes, particularly Your phone and email mailing address.
(ii) Password Protection. You can also protect Your privacy, if You are a Registered Customer, by not revealing Your Username or password to anyone. Any information that is no longer relevant, or that We are not required for legal or audit purposes to maintain, is destroyed. You may change your Password at any time by contacting email@example.com.
(iii) Unsecure Email. Please remember, regular Internet email is not secure. Please do not send Us any personal information by Internet email.
- 10. SECURITY
(a) Security. Supply America and its vendors use well-established technology to protect the security of Your personal information and Your documents.
(b) Virus Protection. We may scan or have scanned Documents and attachments for viruses and, where possible, any suspicious content will be deleted and brought to Your attention. We make no representations or warranties about the effectiveness of such scans. Without limiting the foregoing, You should protect Yourself by Using Your own virus detection software.
(c) Encryption. Encryption is a way of “scrambling” electronic information for transmission. 128bit encryption is the strongest, most secure form of encryption that is generally available in Internet browsers on the market in North America today. That’s why We require all of Our customers to use a browser that supports this level of encryption.
(i) Encryption. Most areas of the SA Document Centre require 128bit encryption, and You should see a message displayed each time You enter the secure, encrypted areas of the site.
(ii) Symbols. Your browser may use symbols such as a key or a padlock icon to show You when You are in a secure area. For more information about the encryption capabilities of Your browser, use the browser’s HELP menu.
(iii) Insufficient Encryption. In general, if Your browser’s encryption level is not high enough, You will not be able to access the SA Document Centre.
(i) Background. A firewall is an industrial strength combination of hardware and software designed to separate the Internet from Our internal computer systems and databases. All Internet data flows through a series of safety checkpoints on its way to and from Our internal systems so that only authorized messages and transactions enter Our computing environment. These firewalls also help to prevent unauthorized access to Our computer systems from outside.
(ii) SA Document Centre. The SA Document Centre and the Centre Services are Webbased services. This means that all Your Documents are stored on Our computers and viewed by You Using a Web browser. Many email services work by downloading messages to Your computer via the Internet when You log in. By storing Your data and documents on Our servers, We keep the information securely behind Our firewall. You may choose to download some of Your documents to Your own computer. Please remember, any information that moves outside Our secure Website may not be secure.
(e) Cookies. We use session cookies to manage Your interactive session. A cookie is an identification tag that Our server gives to Your Web browser when You enter the SA Document Centre. We use that ID to maintain the state of Your transaction as You move from one page to another. When You shut down Your browser, that ID is deleted. No information, personal or otherwise, is stored on Your computer once the session is complete.
(f) Your Role.
(i) Commitment. We are committed to maintaining the security of Your information, and You play an important role in helping Us meet this obligation. Never reveal Your Username or password to anyone.
(ii) Insecure Email. Please remember, regular Internet email is not secure. Please do not send Us any personal information by Internet email.
- 11. Miscellaneous.
(a) Available Only Where Permitted by Law. The products and services described in these General Terms and available using Centre Services are only offered in jurisdictions (and to persons residing in those jurisdictions) where they may be legally offered for sale.
(b) Headings. The headings before each section in these General Terms are for convenience only, and do not affect the meaning of these General Terms.
(c) Assignments. You may not assign these General Terms or assign or delegate any right or duty under these General Terms, in whole or in part, without Our prior written consent. Any attempted assignment or delegation shall be null and void from the beginning and without effect. We may assign these General Terms or any right or duty under these General Terms, with or without notice to You, including to any affiliate or successor in interest of Yours. Subject to the foregoing, these General Terms shall be binding on and inure to the benefit of You and Us, and each of Your and Our respective heirs, administrators, successors and permitted assigns.
(d) Third Party Beneficiaries. Nothing contained in these General Terms, express or implied, is intended or shall be construed to give any third party any rights or remedies under or by reason of these General Terms. Notwithstanding the foregoing, the disclaimers and limitations on liability under these General Terms shall extend to Supply America, its affiliates and their respective directors, officers, employees, agents, affiliates, licensors and suppliers. All references to Supply America in connection therewith shall be deemed to include such persons and entities as third party beneficiaries entitled to accept all benefits afforded thereby.
(e) Amendment; Waiver. Any amendment by You or waiver by Us of these General Terms must be in writing and signed by a duly authorized representative of Company. No provision shall be waived by any act, omission or knowledge of a party. Any waiver on one occasion shall not constitute a waiver of any other or subsequent duty or breach.
(f) Severability. If any provision of these General Terms is determined to be invalid or unenforceable under Applicable Laws, the provision shall be amended by a court of competent jurisdiction to accomplish the objectives of such provision to the greatest extent possible under Applicable Laws, or severed from these General Terms if such amendment is not possible, and the remaining provisions of these General Terms shall continue in full force and effect.
(g) Construction. The captions in these General Terms are for reference purposes only and shall not affect the meaning or interpretation of these General Terms. The term “including” as used herein means “including without limitation.” The terms “hereunder,” “herein,” “hereof” and similar variations mean these General Terms as a whole, and not any particular section.
Without limiting the disclaimers of liability set out in these General Terms, We will not be responsible for any damages You may incur if You communicate confidential information to Us over the Internet, or if We communicate such information to You, at Your request.
If You have any questions or concerns about Your security please contact US at 1888-270-1107 or at firstname.lastname@example.org.