Terms of Service

BY REGISTERING FOR OR USING THE SUPPLY WELL SERVICE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT (INCLUDING ALL POLICIES). EACH OF THESE MAY BE MODIFIED FROM TIME TO TIME. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT USE OR ACCESS THE SERVICE.


1. AGREEMENT

1.1 - Overview. This Terms of Service Agreement (the "Agreement") is an agreement between **you and Supply Well, Inc., ("we", "us", "our", "Supply Well", or "**Supply Well") and applies to your use of our ecommerce store, product creation, and fulfillment service (collectively the "Service" or "Services"). As used herein, You and Your refer to **those using the Service with a Supply Well Account ("Users"). Our Service enables a User to **sign up for a hosted ecommerce store and product creation dropship service via the Internet. **Ecommerce stores ("Stores") you sign up for using our Service receive a unique URL and are **accessible to others once they are Published from our hosted location. Users may also be allowed **to invite others to create and/or manage an account ("Supply Well Account", "Account") **through the Service. Among other features and capabilities, a Supply Well Account allows a User to **view, update, and correct their Personally Identifiable Information ("PII") as that term is used **in our Privacy Policy: **(https://www.supplywell.com/legal/privacy-policy).

1.2 - This Agreement applies to your use of the Service. It explains our and your respective legal rights and obligations concerning all aspects of our relationship, including without limitation:

  • a.) our collection, use, and maintenance of your User information,

  • b.) Service and product restrictions,

  • c.) your consent to receive electronic notices, and

  • d.) the resolution of disputes.

In addition to the terms of this Agreement, you agree to the terms of the policies, notices, procedures, specifications, FAQs, guides and guidelines that are provided to you, appear on your account management site ("Supply Well Dashboard", "the Dashboard") (further explained below) or are referenced in this Agreement (collectively, the "Policies"). Like the Stores, the Dashboard is hosted only on our servers.

1.3 - We may allow use of your domain name in conjunction with the Service. Use of your own top level domain (TLD) is subject to the policies of the Internet Corporation for Assigned Names and Numbers ("ICANN").

1.4 - We may modify the terms of this Agreement (including any Policy) or the features of the Service at any time. We will post the amended Agreement or Policy to www.supplywell.com (the "Site") and if substantiated, send a notice of Material Changes to the User's electronic address under your Supply Well Account. Any such change in terms will be effective upon posting to our Site or Dashboard (as applicable) or when otherwise communicated to you (whichever is earlier). Any "Material Change" to this Agreement will be effective seven (7) days from the date of posting. A "Material Change" is limited to any change that involves an increase in fees or liability for you. You will be deemed to accept (a) any Material Changes if you use the Service after the 7-day notice period, and (b) any other changes if you use the Site or Service after the posting of the new terms. If you do not accept a change to this Agreement or feature of the Service, your sole remedy is to contact us and close your account. You are at all times responsible for reading and understanding each version of this Agreement (including our Policies).

1.5 - BY COMPLETING THE REGISTRATION PROCESS ("Registration Process", "Sign Up") OR BY PURCHASING A PLAN SUBSCRIPTION ("Purchase Process"), YOU:

  • a.) agree to be bound by these Terms;

  • b.) represent and warrant that, if You are an individual, You are 13 years old or older or, if you

  • are an entity, that You are a corporation, partnership, or other legal entity duly formed (and

  • incorporated if applicable) in good standing where required to do business with all legal

  • authority and power to accept these Terms;

  • c.) agree to provide true, accurate, current, and complete information in the Service registration

  • form, including billing and payment-related information and other account information (all

  • together, the "Account Information"), and agree to maintain and update this information to keep it

  • true, accurate, current, and complete;

  • d.) agree to be bound by the terms of the ICANN Uniform Domain Name Dispute Resolution Policy

  • located at http://www.icann.org/udrp/udrp.htm as may be

  • amended or relocated from time to time; and

  • e.) represent and warrant that You have the power and authority to enter into and perform under

  • these Terms.

If these Terms or any future changes are unacceptable to You, Your sole remedy is to cancel Your Account. IF YOU DO NOT ACCEPT AND AGREE TO THESE TERMS, DO NOT COMPLETE THE SIGN UP OR SUBSCRIPTION PURCHASE PROCESS.

2. SIGN UP

2.1 - Eligibility. Supply Well grants a right to use the Service only when the User meets all of the respective eligibility requirements. Users must a) have an email account(s), (b) be at least 13 years old, (c) be duly authorized, and (e) create an Account with us by providing complete and accurate registration information. You must update registration and account information promptly upon any change. We reserve the right to refuse to provide or discontinue the Service to any person or entity at any time for any reason.

2.2 - Creating a Supply Well Account. To create a new Account, you must register using the Sign-Up facilities at our Site, https://www.supplywell.com. When you Sign Up, you will provide PII to us including your name, email address, or other information required to be used in providing the Service to you.

10.4 - Organization Information. Supply Well maintains information about You and Your Service on Supply Well servers, including, but not limited to, Your Account Information, Your customer order information, sales information, and clickstream data ("Organization Information"). Your Information may be internally maintained and utilized by Supply Well for research, marking and other promotional purposes as detailed further in this Agreement. In dealing with third parties, You grant to Supply Well a non-exclusive, worldwide, royalty- free, perpetual license to use Information in aggregate form (i.e., in a form that is not individually attributable to You) for research, marketing and other promotional purposes. You agree that Supply Well may disclose Organization Information in the good faith belief that such action is reasonably necessary:

  • a.) to comply with the law;

  • b.) to comply with legal process;

  • c.) to enforce these Terms;

  • d.) to respond to claims that You or the Site is engaged in activities that violate the rights

  • of third parties; or

  • e.) to protect the rights or interests of Supply Well or others; provided, however, that

  • nothing in this Section shall impose a duty on Supply Well to make any such disclosures.

2.3 - Verification. Additional Sign Up. Information may be required to verify your identity as a condition of providing the Service to you or before we permit you to use the Service. Such information may include: a valid U.S. credit card, a verified bank account, or other financial, business or personal information. We may make, directly or through third parties, any inquiries we consider necessary to validate information that you provide to us, including without limitation checking commercial databases. While we may take steps to verify the identity of our users, we cannot and do not guarantee the identity of any Organization, User, or Account. You are solely responsible for taking appropriate steps to verify the identity of others.

2.4 - Electronic Address, Password Security and Permissions. You will use your email address and a password that you create to access the Service. We will use your email address to communicate with you. As such, you may be required to verify your e-mail address. During Sign-Up, you also may be prompted to answer security questions. It should be noted that Users may have different combinations of permissions (to view/edit Templates, Users, Domain Records, Account Information, PII etc.). Further, any User having permission to edit other Users has the broadest permission available because such a user can edit her own permissions or create a new User with any of the available permissions. The Primary User ("Account Owner") is responsible to ensure that each of its authorized or invited Users receives the permission level it intends and that the Organization and each of its Users has a current email address with the Service.

  • 2.4.1 You should not disclose your Account password to any third party (other than third

  • parties authorized by you to use your account). If your password is compromised, you must change

  • your password immediately and notify us immediately to avoid unauthorized use of your Account.

  • 2.4.2 You bear full responsibility for protecting your password and not allowing unauthorized

  • users to obtain it. You agree that you will only authorize additional users to use your login

  • information after they have agreed to be bound by this Terms and Services Agreement. You are fully

  • responsible for all activities that occur under Your use of the Service through Your Account and

  • password.

  • 2.4.3 Supply Well cannot and will not be liable for any loss or damage from Your failure to

  • comply with these security obligations. You acknowledge and agree that under no circumstances will

  • Supply Well be liable, in any way, for any acts or omissions of You or any user of Your Service to

  • whom You gave access, including any damages of any kind incurred as a result of such acts or

  • omissions.

  • 2.4.4 You understand that any security software or device has inherent limitations, and that

  • it is Your duty to decide whether Supply Well security meets such needs. You understand that

  • Supply Well shall not be held liable for any breaches of Supply Well security measures. In the

  • event of such a breach, Supply Well will not be liable for any actions taken by an unauthorized

  • third party, including but not limited to interruption of the Service, deletion of content,

  • posting of offensive material, redirection of a site, or theft of information.

  • 2.4.5 While Supply Well will take precautions to prevent unauthorized access over the phone to

  • Your account, we will not be liable if a third party fraudulently procures access over the phone

  • to Your account.

2.5 - Communications. As part of Your Registration ("Sign Up") Process, You agree that some communications are required, such as, by way of example and not limitation, customer service messages regarding Your Service, and updates to the Service. In order to opt out of receiving such communications, You must cancel the Service. You also understand and agree that the Service may include certain communications from Supply Well, such as service announcements and administrative messages, that these communications are considered part of Supply Well membership, and that You will not be able to opt out of receiving them.

3. DESCRIPTION OF SERVICE

Supply Well provides a hosted ecommerce store, dropship product creation, and fulfillment service that enables a User to quickly receive access to an interactive ecommerce web site ("The Service") for the benefit of a User and/or an Organization - via the Internet. A user can Sign Up for the Supply Well service, input the required information, choose products they wish to sell from the available catalog, provide logo and/or design files for printing on the chosen products in their Store. These products may be able to be customized and modified in a limited manner using the tools and features specifically provided by us, or directly in the Service. In summary, the Service provides:

  • a.) Supply Well E-commerce Development Services;

  • b.) Supply Well E-commerce Dropship Product Integration Services;

  • c.) Supply Well E-commerce Store Hosting and Support Services;

  • d.) Limited Software License for E-commerce Store Software.

PLEASE NOTE: Supply Well does not provide email services, domain purchase, registration, or renewal services.

3.1 - Supply Well Web Development Services. Supply Well's E-Commerce Development Services are not available under this agreement apart from the Supply Well E-Commerce Hosting and Support Services, and are provided in the form of a standard Template during Sign Up and Purchase. This Template may be modified and customized by us or the User in use of the Service, through Supply Well's available tools and services. E-commerce Store Templates are assigned unique URL addresses using a subdomain (https://sitename.supplywell.com/) and are meant to be visited directly at those addresses, or visited by pointing a unique domain (purchased separately from a third-party domain registrar) at them, such as the Organization's website address.

3.2 - Supply Well Website Hosting. Supply Well provides server and other data storage and transmission solutions as a part of the Service provided. Stores You create using the Supply Well Services shall only be hosted by Supply Well in accordance with the Supply Well Hosting service described in this agreement. Any other configuration or modification is strictly prohibited.

3.3 - License. Supply Well shall grant to You a limited license for use of the Service. This license shall be personal, non-exclusive and non-assignable absent explicit written authorization to that effect. The license shall be royalty-free and worldwide. The license grants the use of the Service, but does not grant You the right to any of the code or software utilized by Supply Well e-commerce development or hosting. The license is for the purpose of allowing You to enjoy the benefit of Supply Well’s services in the manner described within these Terms of Service. Your license is not for the purchase or other ownership of site files or designs provided by Supply Well’s Service, but is instead provided solely for the benefit of access to Supply Well’s dynamic ecommerce development and hosting Services.

3.4 - New Features & Modifications to The Service. Unless explicitly stated otherwise, any new features that augment or enhance the current Service, including the release of new Service resources, shall be subject to these Terms. Supply Well, in its own discretion may modify Your Store or site at any time to enhance or augment the current Service. Such activity may require removal of files, change of files, or addition of files. In the event that You disagree with a modification, Supply Well is not liable for any resulting damage. To the extent Supply Well makes selected new Service resources mandatory, Your Store will be modified accordingly. Supply Well may take action during such modifications to keep current bookmarks, links, URL’s or similar tools up-to- date, however, it is Your duty to maintain such bookmarks, links, URL’s or similar tools and Supply Well shall not be liable in the event that such items are out of date.

3.5 - Requirements. To use the Service, You must obtain access to the World Wide Web, either directly or through devices that access web-based content, and pay any fees associated with such access to the appropriate providers. You are responsible for obtaining and maintaining all telephone, computer hardware, and other equipment needed for Your access to and use of the Service and any Software, and for all related fees.

3.6 - Assistance With Third Parties. While Supply Well may in its discretion provide assistance with third party products or services, Supply Well is not responsible for compatibility with such third party products or services and is not responsible for downtime or disruptions related to third party products or services.

3.7 - Users & Invitations. The owner ("Account Owner") of a Supply Well account ("Account") is typically the individual that Signs Up and pays for the Service, and has the authority to add and invite additional Users if applicable. Password protected Accounts enable Users to access their Supply Well Dashboard where, among other things, a User can gain access to change or update the PII to which they have editing permissions.

While creating and hosting a dropship e-commerce Store and Template is a key feature of the Service, it is by no means limited to this function. In particular, the Service may also provide reports, usage information, User Management, Account settings, and other features to improve or enhance the Service..

4. USE OF SERVICE

4.1 - Purpose. The purpose of this Service is to allow creation and hosting of a Store. An Organization registers for the Service through its Account Owner who has the right to authorize and invite additional Users. Users with basic computer and browser skills can access the Dashboard, update information, request changes, and manage their Account. In particular, Supply Well enables Organizations to quickly implement a modern e-commerce solution. Using or attempting to use this site for a purpose other than the above is not supported by Supply Well and is, to the extent permitted by law, prohibited.

4.2 - Linking. You are granted the right to create a "hypertext" link to any of your Stores. If you change the location of a domain or Store Template, you are responsible for maintaining old/existing links. Where there is misuse of the Service in connection with your Account, we reserve the right to disable links to your Stores. You may not use framing techniques to enclose any Supply Well trademark, logo or trade name or other proprietary information including the images we create or images you create using our templates. Links to third party sites on our Site are provided solely as a convenience to you. If you use these links, you will leave our Site. Supply Well has not reviewed all of these third party sites and does not control and is not responsible for any of these sites, their content or their policies, including, without limitation, privacy policies or lack thereof. Supply Well does not endorse or make any representations about third party sites or any information, software or other products or materials found there, or any results that may be obtained from using them. If you decide to access a third party site linked to this site, you do so entirely at your own risk. You acknowledge and agree that Supply Well shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by, or in connection with the use of or reliance on any such third party sites.

4.3 - Limited Access. Except as otherwise expressly permitted by Supply Well, any access or attempt to access private and/or non-user areas of Supply Well's computer system and information contained therein or reachable thereby for any purposes is strictly prohibited. You agree that you will not use any robot, spider, other automatic device, or manual process to "screen scrape," monitor, "mine," or copy the Web pages on the Site or from any Store Template, and the content contained therein without Supply Well's prior, express, and written permission. You will not spam or send unsolicited e-mail to any other user of the Service for any reason. You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or Service. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on Supply Well's infrastructure.

4.4 - Mobile and Tablet Devices. While Supply Well may within its discretion provide Store or Service functionality on mobile devices, Supply Well makes no guarantees regarding this functionality on mobile devices. Supply Well is not to be held liable should any damages arise as a result of non-functionality on a mobile device.

4.5 - Additional Use Restrictions. You shall not post, transmit, e-mail, re-transmit or store material on or through any of the Services provided by which, in the sole judgment of the Supply Well: (i) is in violation of any local, state, federal or non-United States law or regulation, (ii) is threatening, obscene, pornographic, indecent, defamatory or that otherwise could adversely affect any individual, group or entity (collectively, "Persons") or (iii) violates the rights of any person, including rights protected by copyright, trade secret, patent or other intellectual property or similar laws or regulations including, but not limited to, the installation or distribution of "pirated" or other software products that are not appropriately licensed for use by you. You shall be responsible for determining what laws or regulations are applicable to your use of the Services. In addition, you may only use the Services in a manner that, in Supply Well’s sole judgment, is consistent with the purposes of such Services. If you are unsure of whether any contemplated use or action is permitted, please contact Supply Well at hello@supplywell.com. By way of example, and not limitation, use of the Services to engage in any of the below mentioned activities is expressly prohibited:

  • a.) upload, post, e-mail or otherwise transmit any information, data, text, software, music,

  • sound, photographs, graphics, video, messages or other materials (collectively, "Content") that is

  • unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene,

  • libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise

  • objectionable. Pornography and pornographic related merchandising are prohibited under all

  • Services, including providing links to pornographic content elsewhere;

  • b.) harm minors in any way;

  • c.) impersonate any person or entity, including, but not limited to, a Supply Well

  • representative or falsely state or otherwise misrepresent your affiliation with a person or

  • entity;

  • d.) upload, post, e-mail or otherwise transmit any Content that you do not have a right to

  • transmit under any law or under contractual or fiduciary relationships such as inside information,

  • proprietary and confidential information learned or disclosed as part of employment relationships

  • or under nondisclosure agreements;

  • e.) upload, post, e-mail or otherwise transmit any Content that infringes any patent,

  • trademark, trade secret, copyright or other proprietary rights of any party;

  • f.) upload, post, e-mail or otherwise transmit any unsolicited or unauthorized advertising,

  • promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form

  • of solicitation, except in those areas of the Services that are designated for such purpose;

  • g.) upload, post, e-mail or otherwise transmit any material that contains software viruses or

  • any other computer code, files or programs designed to interrupt, destroy or limit the

  • functionality of any computer software or hardware or telecommunications equipment;

  • h.) interfere with or disrupt the Service or servers or networks connected to the Service, or

  • disobey any requirements, procedures, policies or regulations of networks connected to the

  • Service;

  • i.) intentionally or unintentionally violate any applicable local, state, national or

  • international law, including, but not limited to, regulations promulgated by U.S. Homeland

  • Security, the U.S. Securities and Exchange Commission, any rules of any national or other

  • securities exchange, including, without limitation, the New York Stock Exchange, the American

  • Stock Exchange or the NASDAQ, and any regulations having the force of law;

  • j.) "stalk" or otherwise harass another;

  • k.) promote or provide instructional information about illegal activities, promote physical

  • harm or injury against any group or individual, or promote any act of cruelty to animals. This may

  • include, but is not limited to, providing instructions on how to assemble bombs, grenades and

  • other weapons, and creating "Crush" sites; and

  • l.) effecting security breaches or disruptions of Internet communication. Security breaches

  • include, but are not limited to, accessing data of which you are not an intended recipient or

  • logging into a server or account that you are not expressly authorized to access.

4.6 - Abusive User Behavior. Supply Well reserves the right to take any action it deems necessary at its sole discretion, including, without limitation, account termination or suspension, to protect against such abusive or harmful behavior on the Internet and on the Supply Well Service. You agree that Supply Well shall not be responsible or liable for any loss or damage of any sort incurred by You, or any third party, as the result of Supply Well taking or not taking any actions in response to any actual or perceived abusive user behavior.

4.7 - Our Use of The Service on Your Behalf. We may from time to time access the Service on your behalf, using our master "Supply Well Admin" accounts to investigate and/or to make changes to your Account or Store. Examples include our use of your Account to assist you in resolving a problem, to restore normal operation to your Account, to correct an error, and as reasonably required to operate the Service.

5. COMPLIANCE

5.1 You represent and warrant that You are not a resident of any country or affiliated with any organization prohibited to do business with or within the United States as defined and set forth at: http://www.export.gov and http://www.treas.gov/ofac.

5.2 - You further represent and warrant that You will not export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone outside the U.S. in connection with this Agreement without first complying with all export control laws and regulations that may be imposed by the U.S. government and any country or organization of nations within whose jurisdiction You operate or do business.

5.3 - You agree to comply with all applicable U.S. and non-U.S. laws, rules, regulations and orders, including, but not limited to, tax, export and import, embargo and trade sanctions, intellectual property, including copyright, content, sales, mail-order, commerce, and e-commerce laws and regulations. You shall be responsible for determining what laws or regulations are applicable to Your use of the Services. You shall, upon the request of Supply Well, provide Supply Well assurance of Your compliance with those laws.

5.4 - You acknowledge that Supply Well exercises no control whatsoever over the content of the information passing through Your site(s) and that it is Your sole responsibility to ensure that the information You and Your users transmit and receive complies with all applicable laws and regulations and the Supply Well Policies.

5.5 - You are responsible for charging and collecting from Your end-user customers any and all applicable taxes. If You fail to impose and/or collect any tax from end users or Your other retail customers as required herein, then, as between Supply Well and You, You shall remain liable for such uncollected tax and any interest and penalty assessed thereon with respect to the uncollected tax by the applicable taxing authority.

  • 5.5.1 - With respect to any tax that You have agreed to pay or impose on and/or collect from
  • end users or Your other retail customers, You agree to indemnify and hold harmless Supply Well for
  • any costs incurred as a result of actions taken by the applicable taxing authority to collect the
  • tax from Supply Well due to Your failure to pay or collect and remit such tax to such authority.

6. CONTENT, OWNERSHIP & HOSTING

6.1 - Content and Conduct Rules. You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, goods, products, services, links to other World Wide Web sites or resources, and other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that You, and not Supply Well, are entirely responsible for all Content that You upload, post, transmit, or otherwise make available via the Service. The Content must comply with these Terms, including applicable Supply Well Policies, and any applicable law or regulation.

6.2 - Your Privacy Policy. Where personal information is requested by Your Store from users, you agree to provide a hypertext link to Supply Well’s privacy policy. If Your web site collects personal information from users for transmission to third parties, You agree

  • a.) to post a privacy policy in Your web site that, at a minimum, discloses any and all uses of

  • personal information that You collect from users;

  • b.) to provide a hypertext link to Your privacy policy on the home page of Your web site and on

  • all pages where You collect personal information from users; and

  • c.) to use personal information only as expressly permitted by Your privacy policy.

You agree to indemnify and defend Supply Well from and against any and all claims stemming from Your failure to comply with this provision and/ or Your failure or refusal to abide by the terms and provisions of any applicable Privacy Policies.

6.3 - E-Commerce and Products. Supply Well provides You with tools and assistance in making products and resources available for viewing and purchase by end-users, including but not limited to t-shirts, hats, mugs, posters, and bags. Supply Well may at its discretion, also assist in making such content available through third-parties. However, in the event that such products are unavailable, or access to the e-commerce store is interrupted, Supply Well is not to be liable for any resulting damages. In the event that a third party removes such products or integrations from their services, for any reason, Supply Well will not be liable for any resulting damages.

6.4 - Content Ownership. Supply Well does not claim ownership of the Content or other designs You upload or otherwise share with us. However, by submitting Content to Supply Well for inclusion on Your Service, You agree that Supply Well can utilize images or other representations of your Site and Content to facilitate promotional efforts for Supply Well or other Supply Well-related products or services. In other words, you grant Supply Well a worldwide, royalty-free, and nonexclusive license under Your copyrights and other intellectual property rights, if any, for all material and content displayed on Your Site, to display, reproduce, and otherwise create derivative works that include reference to, representations, of, or other use of your materials or designs, for Supply Well in any promotional manner and on any Supply Well property or facility.

You also grant Supply Well the right to maintain such content on Supply Well's servers during the term of these Terms and to authorize the downloading and printing of such material, or any portion thereof, by end-users for their personal use. This license exists only for as long as You continue to be a Service customer and terminates when Your Service is terminated. All data and files related to your site are archived on Supply Well servers. You grant Supply Well the right to archive and maintain, at Supply Well’s sole discretion, all data and files related to Your Store; in the event of termination of the Service, Supply Well may maintain your archived site for any length of time it chooses. Supply Well may utilize your archived Store should you request reactivation of the Service, but it is not mandated to do so. Reactivation will be handled on a case by case basis.

You acknowledge that Supply Well does not prescreen all Content, but that Supply Well and its designees shall have the right (but not the obligation) in their sole discretion to refuse or remove any Content that is available via the Service. Without limiting the foregoing, Supply Well and its designees shall have the right to remove any Content that violates these Terms, including any applicable Supply Well Policies, is illegal, or is otherwise objectionable as determined in Supply Well's sole discretion. You agree that You must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.

6.5 - Supply Well E-Commerce Hosting Function. You acknowledge that the e-commerce Store Hosting service is offered as a platform to host and serve web pages and is not offered for other purposes, such as remote disk space storage. Accordingly, You understand and agree to use the hosting service solely for the purpose of hosting and serving web pages as viewed through a web browser and the Hypertext Markup Language (HTML) protocol or other equivalent technology. Supply Well Web Hosting is designed to serve the e-commerce hosting needs of small organizations. It is not intended to support the greater web hosting needs of large enterprises.

Supply Well Web Hosting is also a shared web hosting service, which means a number of customers' Stores are hosted from the same server. To ensure that Supply Well Web Hosting is reliable and available for the greatest number of users, a customer's Store usage cannot adversely affect the performance of other customers' stores. Additionally, the purpose of Supply Well e-commerce Hosting is to host stores, not hold data for archive and retrieval. Using an account primarily as an online storage space for archiving electronic files is prohibited. You further agree that if, at Supply Well's sole discretion, You are deemed to have violated this section, Supply Well may suspend or terminate Your account without notice to You and with no liability to Supply Well.

6.6 - Downloadable Content. Supply Well may allow downloadable content to be sold or otherwise distributed through Your Store. However, Supply Well shall not be liable in the event that all Store content is downloaded or otherwise retrieved from Your site by circumventing the proper purchase process or authorized access protocols put in place by the Service or Your Organization.

7. DOMAIN MANAGEMENT

7.1 - For Supply Well, the Service includes a hosted subdomain unique to your Site (i.e. https://yourstore.supplywell.com). You may use this subdomain as your primary web address (URL for your Store), as long as your Account and Site remains active and in good standing. However, for the best experience for You and your web visitors, we recommend utilizing a unique domain name for your primary Site URL when that feature is available to you in your chosen Plan.

7.2 - We will make our best effort to assist You in acquiring, moving, or modifying a domain name and its settings or records, and we may provide self-managed or other domain assistance via certain Supply Well software to help facilitate your use of the Service.

7.3 - Supply Well does not sell Domains, but we (or a third party service we use) may host your DNS records. We attempt to provide the highest levels of service and uptime possible, but we are not liable for downtime, disruption, or losses related to the hosting or changing of domain records. Additionally, Supply Well makes no guarantees regarding the interaction of your web address with search engines. If You are switching Your site to the Service provided by Supply Well, Supply Well shall not be liable for non-functionality of prior links, URL’s, bookmarks, or any other related online or offline issues.

PLEASE NOTE: WITH RESPECT TO DOMAINS, NOTHING IN THE AGREEMENT OBLIGATES SUPPLY WELL TO LIST OR LINK TO YOUR DOMAIN NAME OR PROVIDE HOSTING SERVICES IN CONNECTION WITH YOUR DOMAIN NAME BEYOND THAT PROVIDED WITHIN THE SERVICE.

7.4 - Using a Preexisting Domain Name. If You have previously registered a domain name with another provider and want to use it with the Service, You must request that the existing registrar change the nameservers for the domain name as designated by Supply Well, on Your behalf.

PLEASE NOTE: THE EXISTING REGISTRAR WILL CONTINUE TO BE THE REGISTRAR FOR THAT DOMAIN, AND YOU WILL CONTINUE TO BE RESPONSIBLE FOR ALL ONGOING FEES FOR THAT DOMAIN NAME WITH YOUR EXISTING PROVIDER, INCLUDING RENEWAL FEES. THE FEES PAYABLE TO SUPPLY WELL FOR THE SERVICE DO NOT INCLUDE REGISTRATION OR RENEWAL FEES OWED BY YOU TO YOUR EXISTING PROVIDER.

7.5 - Verifying Your Domain Name Information. In compliance with ICANN regulation and Your registrar’s Terms and Conditions, and in order to minimize the risk of fraud, Supply Well may at any time request You to verify any information required to be supplied by a registrant. If You fail to respond to any such request or fail to verify any such information to Supply Well's reasonable satisfaction, within 15 days of any such request from Supply Well, Supply Well may, in its sole discretion, immediately terminate Your Service and remove any of Your materials, including Your domain name, from Supply Well servers.

7.6 - If You choose to register a domain name using a private domain registration which will substitute certain information relating to the registration of the Domain Name, such as the name, postal address, email address, telephone number, and fax number of the administrative contact, technical contact, and billing contact, and where applicable, the postal address, telephone number, and fax number of the registrant contact ("Contact Details"), but not the organization name, the following terms also apply:

  • a.) You agree to keep all information provided to Supply Well and INNW complete, true, and

  • accurate at all times.

  • b.) You understand that your billing and contact information must be complete, true, and

  • accurate at all times.

  • c.) You will not use or attempt to use the service to avoid any legal obligations, including

  • without limitation any requirements to register Yourself or any entity with the appropriate

  • governmental organizations, or to avoid, resist, or make more difficult the service of legal

  • process on You, or any legal entity.

  • d.) You will respond in a timely manner to any communications from Supply Well, INNW and any

  • communications from a third party forwarded to You by INNW.

  • e.) NOTWITHSTANDING THE PRIVATE DOMAIN REGISTRATION FEATURE OF THE SERVICE, YOU EXPRESSLY

  • AGREE AND ACKNOWLEDGE THAT SUPPLY WELL AND/OR YOUR REGISTRAR MAY DISCLOSE THE CONTACT DETAILS

  • REGARDING THE RELEVANT DOMAIN NAME WITHOUT ANY LIABILITY TO YOU, IF SUPPLY WELL OR YOUR REGISTRAR

  • CONSIDERS, IN THEIR SOLE DISCRETION, THAT DISCLOSURE IS NECESSARY OR DESIRABLE TO COMPLY WITH THE

  • REQUIREMENTS OR DIRECTIONS OF ANY GOVERNMENT AGENCY, OR REGISTRY, ANY APPLICABLE LAW, REGULATION

  • OR RULE, SUBPOENA, COURT ORDER, OR ENFORCEMENT AGENCY REQUEST; OR IF ANY THIRD PARTY INSTITUTES

  • PROCEEDINGS AGAINST SUPPLY WELL OR YOUR REGISTRAR, OR THREATENS TO TAKE PROCEEDINGS AGAINST EITHER

  • SUPPLY WELL OR YOUR REGISTRAR, DIRECTLY OR INDIRECTLY, WITH RESPECT TO THE RELEVANT DOMAIN NAME.

8. STORAGE

8.1 - Storage Limits. You acknowledge that Supply Well may establish general practices and limits concerning use of the Service. Supply Well may also at its sole discretion, monitor, regulate or otherwise limit the amount of storage available for use by any User at any time with or without notice.

8.2 - Backup Services. Supply Well may utilize data backup services in case of data loss. However, any such benefit shall be utilized at the sole discretion of Supply Well and Supply Well is in no way bound to provide such benefits. Supply Well shall not be held liable in the event of any data loss. It is Your responsibility to backup Your own files, and Supply Well Web Hosting Services are not be used for general storage or as a backup service.

8.3 - Deletion of Information. You agree that Supply Well may delete any information from Supply Well servers to the extent that such information exceeds the storage provided for by the Terms outlined in this Agreement.

9. PAYMENT

Unless modified, You will pay all fees due according to the applicable prices and terms, and according to the selected schedule of payment as selected by You during Sign Up including any optional features.

9.1 - Our Fees. For Store creation and product setup utilizing Supply Well’s e-commerce and fulfillment platform, you will be charged a one-time fee. For hosting and support, you will have the option to pay monthly or annually.

9.1.1 - One-Time Fee. A one-time Store creation and product setup fee along with a recurring hosting fee shall be due and payable during the Purchase Process. You may be subject to future Store development fees for new or additional products or features developed or offered by Supply Well.

9.1.2 - Hosting & Support Fee. At the time of purchase, You have the option to choose from one of two plans and from monthly or annual billing for either plan. A "starter" plan with limited catalog and features is offered monthly, and discounted if billed annually. A “premium” plan with unlimited catalog, along with enhanced support and services is offered monthly, and discounted if billed annually. Based on your choice, you will pay and be responsible for all related fees. Supply Well will collect these fees automatically upon monthly or annual Renewal from the payment method(s) you provide to us.

9.1.3 - Fee Terms & Refunds. Once payments are received for the Service, no refunds are required to be issued for buyer’s remorse or any other reason. Supply Well may, at its sole discretion, at times, refund part or all of a Fee for monthly or annual billing.

9.2 - Use and Security of Financial Data. For purposes of this Section, the term "Financial Data" or "FDI" refers to the number assigned by the card issuer or bank that identifies the cardholder or bank account or other financial personal information, and "Personally Identifiable Information" or "PII" means any FDI or other personal or financial data relating to any individual or entity.

To the extent You make an online credit card purchase or bank ACH transfer to Supply Well, or provide such information to Supply Well as a part of the Purchase Process or otherwise, Supply Well will initiate a secure process including acquisition of Your credit card and/or bank information related PII, and pass that information through Supply Well’s third-party transaction processing service providers.

Payment processing services for Stores and Users on Supply Well are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the "Stripe Services Agreement"). By agreeing to these terms or continuing to use the Supply Well service, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Supply Well enabling payment processing services through Stripe, you agree to provide Supply Well accurate and complete information about you and your organization, and you authorize Supply Well to share it and transaction information related to your use of the payment processing services provided by Stripe.

Supply Well shall not be held liable for the security of third party servers or providers. These third-party providers maintain their own compliance and privacy policies and Supply Well is not responsible in any way for the performance, security, or availability of their systems or services.

9.3 - Upgrades. To the extent Supply Well makes multiple plans available to You, You can upgrade or downgrade plans at any time. Such changes will take effect in a reasonable time. You will be automatically charged, via the payment method You provided, for any and all fees based upon your selected upgrade.

9.4 - Taxes. You are responsible for determining and paying any and all taxes and duties, including without limitation, sales, use, transfer, value added, withholding, income, and other taxes and/or duties assessed, incurred, or required to be collected, paid, or withheld for any reason in connection with your use of the Service and the Store, or otherwise in connection with any action, inaction, or omission by you or any affiliate of yours, or any of your or their respective employees, agents, contractors, or representatives. You also are responsible for collecting, withholding, reporting, and remitting correct Taxes to the appropriate tax authority. We are not obligated to determine whether Taxes apply and are not responsible for calculating, collecting, reporting, or remitting any Taxes to any tax authority arising from any payment or financial transaction.

9.5 - Modification and Discount of Service & Fees. Supply Well may modify its billing practices, fee structure, late payment charges, or any other payment terms by providing You with prior written notice of the modification. Supply Well at its discretion may also offer discounts or special offers from time to time.

  • a.) Supply Well may increase fees, surcharges, monthly membership fees or institute new fees

  • at any time upon thirty (30) days prior notice or upon other notice required by applicable laws,

  • and Supply Well reserves the right at any time to change the amount of or basis for determining

  • any fee or charge or institute new fees or charges with respect to the Service.

  • b.) Upon renewal, as provided in Section 12, the renewal fees charged may be changed without

  • notice to the then prevailing price for the Services.

9.6 - Payment Issues.

  • a.) If Your selected payment method is invalid or You are otherwise past due in your payments

  • for any reason, the Service may be terminated and removed from Supply Well's servers by Supply

  • Well with or without notice, and all the information contained within deleted permanently. Supply

  • Well accepts no liability for information or content that is deleted due to an invalid payment

  • method or where Your payments are past due.

  • b.) Reactivation of the Service after termination or cancellation for any reason may require

  • the payment of additional setup or reactivation fees.

  • c.) In the event You fail to pay charges, Supply Well may assign unpaid late balances to a

  • collection agency for appropriate action. In the event legal action is necessary to collect on

  • balances due, You agree to reimburse Supply Well for all expenses incurred to recover sums due,

  • including attorneys' fees and other legal expenses.

  • d.) In the event that any penalties are assessed against Supply Well due to Your payment

  • account having insufficient funds (or any other bank errors that result in a fee), Supply Well

  • reserves the right to assess and collect such penalties from You. You also agree to pay all

  • current charges for the Service as well as taxes and fees assessed against You or Supply Well on

  • the charges and all late payment, interest, or other fees as stated on Your bill.

10. RESALE OF SERVICE

You agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission of Supply Well.

11. INTELLECTUAL PROPERTY

11.1 - Supply Well Materials. During the term of this Agreement, you may use the Supply Well Materials only for their intended purpose. You may use other Supply Well Materials only for your own internal purposes and solely as necessary for your use of the Service. "Supply Well Materials" include Stores, any software (including without limitation developer tools, sample code, and software libraries), data, materials, content and printed and electronic documentation developed and provided by us to you for download from the Site including The Dashboard. You may not, and may not attempt to, directly or indirectly:

  • a.) transfer, sublicense, loan, sell, assign, lease, rent, act as a service bureau, distribute

  • or grant rights to any person or entity in the Service or the Supply Well Materials;

  • b.) remove, obscure, or alter any notice of any Mark, or other intellectual property or

  • proprietary right appearing on or contained within the Service or on any Supply Well Materials;

  • c.) modify, alter, tamper with, repair, or otherwise create derivative works of any software

  • included in the Supply Well Materials; and

  • d.) reverse engineer, disassemble, or decompile the Supply Well Materials or the Service or

  • apply any other process or procedure to derive the source code of any software included in the

  • Supply Well Materials or as part of the Service.

11.2 - Trademarks. "Supply Well", "Supply Well Stores", the Supply Well Icon, and other related designs, graphics, logos, page headers, button icons, scripts, and service names are trademarks, registered trademarks or trade dress of Supply Well, Inc. (collectively, "Trademarks"). You may not use, absent our express written permission following your written request to use a particular mark, any of our Trademarks. All other trademarks not owned by Supply Well that appear on the Site or in connection with the Service are the property of their respective owners, none of which are affiliated with, connected to, or sponsored by Supply Well. We may use your name, logo, service name or trademarks as designated by you solely as necessary to provide the Service contemplated herein. Such uses include, but are not limited to, hosting Sites and sending emails to Users on your behalf.

11.3 - Downloadable Materials. Materials that are made available to download from this Site are works subject to Supply Well's copyrights. Except as provided for in the License, copying or reproduction of materials downloaded from Supply Well's Site to any other server or location for further reproduction or redistribution is expressly prohibited unless such use is expressly provided for in a written agreement with Supply Well. Without limiting the foregoing, any software downloaded from this Site is subject to the license terms of the applicable software license agreement. You may not download or install the software until you have read and accepted the terms of the applicable software license agreement.

11.4 - Reservations. Other than the limited use and access rights and licenses expressly set forth in this Agreement, we reserve all right, title and interest (including all intellectual property and proprietary rights) in and to the Service, the Supply Well Materials; our Trademarks; and any other technology and software that we provide or use to provide the Service and the Supply Well Materials. This Agreement provides you with limited use and access rights as described herein. However, you do not, by virtue of this Agreement, acquire any ownership interest or rights in the Service, the Supply Well Materials, our Trademarks, or such other technology and software provided by us.

11.5 - Public Content. You retain ownership of all the content that you upload to the Site. However, for content you have disclosed or will disclose to the public ("Public Content"), including content you add to Stores, you hereby grant Supply Well rights and licenses to deal with the Public Content as reasonably necessary to carry out the purposes of the Service including a worldwide, royalty-free, non-exclusive, sub-licensable and transferable license to host, cache, cache, store, archive, index, crawl, create algorithms based thereon, modify or transcode the Public Content to appropriate media formats, standards or mediums as part of the services Supply Well provides.

11.6 - Disclosure. Supply Well may be required to disclose information including disclosures to individuals asserting rights under the Digital Millennium Copyright Act, and You expressly authorize Supply Well to comply with any and all lawful notices, subpoenas, court orders, or warrants without prior notice to You.

12. TERM & TERMINATION

The initial term of this Agreement and these Terms will commence on the date that You complete the Sign Up or Purchase Process (or the first date on which you use the Service, whichever comes first) and will remain in effect for one year ("Initial Term").

If You fail to notify Supply Well of Your intent not to renew, this Agreement will be automatically renewed ("Renewal", "Renewal Term"), thirty (30) days prior to the end of the current Initial or Renewal Term for an additional period of one year at the Supply Well then-current rates and charges. If You agree to a Renewal Term, or fail to cancel the services as set forth herein, this Agreement will be renewed at the then-current rates and fees. Except as set forth in these Terms, neither party will be liable to the other for any termination or expiration of any Service or this Agreement in accordance with its Terms.

12.1 - Your Rights. You may terminate this Agreement by closing your Account at any time. To terminate this agreement and close your account, you must notify Supply Well by phone, email, or U.S. mail. Any amounts owed to Supply Well will be immediately due and payable upon termination and collected by us as described in this Agreement. You agree to keep your payment method active and funded sufficiently to cover amounts owed until Supply Well has successfully debited Your account.

12.2 - Suspension or Termination by Us. We may terminate this Agreement and close your Account for any reason at any time with or without notice to you. Without limiting the foregoing, we may suspend the Service if (a) you have violated the terms of this Agreement (including any Policy), (b) you pose an unacceptable reputational, credit or fraud risk to us, or (c) you provide false, incomplete, inaccurate, or misleading information (including without limitation any registration information) or otherwise engage in fraudulent or illegal conduct.

12.3 - Other Rights. In addition to that rights set forth in Section 8.2, Supply Well reserves the right to terminate Your Service, or refuse to host or continue to host any Store which it believes, in its sole discretion:

  • a.) has caused a significant number of complaints for which it is at fault; or

  • b.) has become the subject of a government complaint or investigation.

Additionally, Supply Well reserves the right to review and remove any Store at any time for non-compliance with any of these Terms.

12.4 - Effect of Termination. We will not be liable to you for compensation, reimbursement, or damages on account of the loss of prospective goodwill, or on account of expenditures, investments, or commitments in connection with your use of the Service, or for any termination or suspension of the Service. Any termination of this Agreement does not relieve you of any obligations to pay any Service Fees accrued prior to the termination and any other amounts you may have a legal obligation to pay us, or remove or otherwise nullify any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement.

12.5 - Deletion of Content. Upon any termination of the Service, Supply Well reserves the right to permanently delete from its servers any and all information and content contained in Your account or Service, including but not limited to order processing information, mailing lists, files, email, and any web pages generated by You or the Service. Supply Well accepts no liability for such deleted information or content. Supply Well, at its sole discretion may also alternatively archive your terminated site for any length of time it chooses. Your archived site will not be publically viewable, but its data and related files will remain on Supply Well’s servers. If you choose to re-activate your service, Supply Well may then re-activate your archived site, but is not mandated to do so. Re-activation will be handled on a case by case basis, and may be subject to additional reactivation or other fees.

12.6 - Waiver. You expressly waive any statutory or other legal protection in conflict with the provisions of this Section.

13. PRIVACY & CONFIDENTIALITY

13.1 - Stored Information. Supply Well or its third party providers, stores an Organization's transaction information ("Transaction Information") including: your Organization Bank Account Information; User passwords; and other information reasonably required to operate the Service. You agree that we may receive, store and use this information as is reasonably required to operate the Service. Notwithstanding this and any other terms of any agreement to the contrary between you or us, we may use, disclose and transfer information that we collect or process as part of the Service, during and after the term of this Agreement:

  • a.) as required by applicable law;

  • b.) to or at the request of the person to whom the information pertains, persons authorized by

  • them or the person from whom such information is obtained;

  • c.) in connection with an assignment of this Agreement; and

  • d.) to operate, improve or modify the Service, including without limitation, personalization,

  • fraud and risk management, authentication and protection against abusive or unlawful uses.

13.2 - Limits on Your Use of Information. In connection with the Service, you may have access to certain personal information, for example e-mail addresses, and other personally identifiable information of Users (collectively, "User Personal Information"). You agree you will not, and will cause your affiliates not to, directly or indirectly:

  • a.) communicate or otherwise contact a User who has requested that you refrain from such

  • communication or contact;

  • b.) use any User Personal Information in any way inconsistent with your privacy policy or

  • applicable law; or

  • c.) disparage Supply Well to any User or other persons or groups.

13.3 - Confidential Information. During the course of your use of the Service, you may receive information relating to us or to the Service that is not known to the general public ("Confidential Information"). You agree that:

  • a.) all Confidential Information will remain Supply Well's exclusive property;

  • b.) you will use Confidential Information only as is reasonably necessary for your

  • participation in the Service; and

  • c.) you will not otherwise disclose Confidential Information to any individual, company, or

  • other third party. Except as expressly provided in this Agreement, you may not issue any press

  • release or make any public statement related to the Service, or use our name, trademarks or logo

  • in any way (including in promotional material) without our advance written permission, or

  • misrepresent or embellish the relationship between us in any way.

13.4 - Archive Information. Any or all information you submit or that we collect as part of the Service provided may be archived and not permanently deleted. Archived information may be restored or "un-archived" by us for any purpose for use at a later date, even after you cancel your Account, or terminate this Agreement as described in Section 12.

14. REPRESENTATIONS & WARRANTIES

14.1 - By You: You represent and warrant to us that:

  • a.) you are eligible to register and use the Service and have the right, power, and ability to

  • enter into and perform as required by this Agreement;

  • b.) the name identified by you when you registered is your true, legal name and the

  • Organization name you provide is the DBA or otherwise registered name;

  • c.) you will accurately describe the Organization's use of Personal Information in your

  • Privacy Policy; and,

  • d.) you will not use the Service, directly or indirectly, for any fraudulent undertaking or in

  • any manner so as to interfere with the use of the Service.

  • e.) you have full power and authority under all relevant laws and regulations: (i.) to make

  • the offers and use and display the materials at Your Site, including, but not limited to, holding

  • all necessary licenses from all necessary jurisdictions to engage in the advertising and promotion

  • of services offered at the Site and (ii.) to copy and display the materials used or displayed at

  • the Site.

  • f.) you will be solely responsible for all communications of Your Service including without

  • limitation offers made and materials used or displayed, and all acts or omissions that occur in

  • connection with Your account or password. The services of certain organizations may be subject to

  • additional requirements. You agree that Your use of the Service and Your Service will be in

  • compliance with these Terms, any applicable laws and regulations at all times. You agree to

  • display on Your Service Your contact information, including but not limited to Your organization

  • name, address, telephone number, fax number, and email address. You also agree to update such

  • information to keep it true, accurate, current, and complete.

  • g.) you understand and agree that use of or connection to the Internet is inherently insecure

  • and that connection to the Internet provides opportunity for unauthorized access by a third party

  • to Your computer systems, networks, and any and all information stored therein. ALL INFORMATION

  • TRANSMITTED AND RECEIVED THROUGH THE INTERNET CANNOT BE EXPECTED TO REMAIN CONFIDENTIAL AND SUPPLY

  • WELL CANNOT AND WILL NOT GUARANTEE THE PRIVACY, SECURITY, AUTHENTICITY, AND NON-CORRUPTION OF ANY

  • INFORMATION SO TRANSMITTED, OR STORED IN ANY SYSTEM CONNECTED TO THE INTERNET. SUPPLY WELL SHALL

  • NOT BE RESPONSIBLE FOR ANY ADVERSE CONSEQUENCES WHATSOEVER OF YOUR CONNECTION TO OR USE OF THE

  • INTERNET, AND SUPPLY WELL SHALL NOT BE RESPONSIBLE FOR ANY USE BY YOUR INTERNET CONNECTION IN

  • VIOLATION OF ANY LAW, RULE, OR REGULATION OR ANY VIOLATION OF THE INTELLECTUAL PROPERTY RIGHTS OF

  • ANOTHER.

  • h.) you understand and agree that use of any information transmitted or obtained by You using

  • the Internet is at Your own risk. Supply Well specifically denies any responsibility for the

  • accuracy or quality of information obtained through its network, including as a result of failure

  • of performance; error; omission; interruption; corruption; deletion; defect; delay in operation or

  • transmission; computer virus; communication line failure; theft or destruction or unauthorized

  • access to, alteration of, or use of information or facilities; or malfunctioning websites.

14.2 - DISCLAIMER: THE SITE, THE DASHBOARD, STORES, THE SUPPLY WELL MATERIALS, AND THE SERVICE ARE PROVIDED ON AN "AS IS" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SITE, THE STORES, THE SUPPLY WELL MATERIALS, THE SERVICE, OR ANY APPLICATION UTILIZING THE SERVICE, INCLUDING WITHOUT LIMITATION THAT:

  • a.) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR

  • NON-INFRINGEMENT;

  • b.) THE SITE, THE STORES, THE SUPPLY WELL MATERIALS, THE SERVICE, OR ANY APPLICATION UTILIZING

  • THE SERVICE WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED,

  • TIMELY, SECURE, OPERATE WITHOUT ERROR, BE ACCURATE OR RELIABLE, OR THAT THE QUALITY OF ANY

  • PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE

  • SERVICE WILL MEET YOUR EXPECTATIONS, THAT ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED IN A TIMELY

  • MANNER OR AT ALL, OR THAT THE SERVICE WILL CONTAIN ANY PARTICULAR FEATURES OR FUNCTIONALITY;

  • c.) USE OF THE SERVICE, THE SOFTWARE, AND ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE

  • OBTAINED THROUGH THE USE OF THE SERVICE, IS DONE AT YOUR OWN DISCRETION AND RISK, AND THAT YOU

  • WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS

  • FROM THE ACCESS, DOWNLOAD, OR ANY OTHER USE OF SUCH MATERIAL AND/OR DATA.

  • d.) TO THE EXTENT THAT THE SECURITY MECHANISMS INCORPORATED IN THE SOFTWARE HAVE INHERENT

  • LIMITATIONS, YOU MUST DETERMINE THAT THE SOFTWARE ADEQUATELY MEETS YOUR REQUIREMENTS.

  • e.) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED THROUGH OR FROM THE SERVICE

  • SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

  • f.) SUPPLY WELL ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MISDELIVERY, OR

  • FAILURE TO STORE ANY USER COMMUNICATIONS, DATA, OR PERSONALIZATION SETTINGS; OR

  • c.) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR TRADE USAGE.

15. LIMITATION ON LIABILITY

TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR EMPLOYEES, DIRECTORS, AGENTS AND REPRESENTATIVES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SITE, THE STORES, THE SUPPLY WELL MATERIALS, THE SERVICE (INCLUDING THE INABILITY TO USE THE SERVICE), ANY APPLICATION USING OUR SERVICE, OR ANY SERVICES OR GOODS PURCHASED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICE OR LINKED TO OR OTHERWISE INTEGRATED WITH THE SERVICE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL AGGREGATE LIABILITY OF US OR OUR EMPLOYEES, DIRECTORS, AGENTS AND REPRESENTATIVES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHER THEORY), WARRANTY, OR OTHERWISE, EXCEED THE TOTAL AMOUNT OF PAYMENTS EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICE DURING THE MONTH OF THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.

15.1 - In no event will we be liable to you for any failure or delay by us (or our employees, agents, or representatives) in performing our obligations under this Agreement, regardless of whether the failure or delay is caused by an event or condition beyond our control.

15.2 - The laws of certain states or other jurisdictions do not allow limitations on implied warranties, or the exclusion or limitation of certain damages. If these laws apply, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you may have rights in addition to those contained in this Agreement. Our liability is limited to the greatest extent permitted by law.

16. INDEMNITY

You will indemnify and hold harmless us and our respective employees, directors, agents and representatives from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys' fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or in connection with the operation, condition or content, (Your Content) of Your Store, Your conduct, Your use of the Service, the goods, services, or information provided, offered, or sold through Your use of the Service, any alleged violation of these Terms, including any applicable Supply Well Policies, law, or regulation, or any alleged violation of any rights of another, including but not limited to Your use of any content, trademarks, service marks, trade names, copyrighted or patented material, or other intellectual property used in connection with Your use of the Service, including Internet graphical or nongraphical interface; any use of Internet facilities conducted or permitted by You; the conduct of any business, advertising, marketing, or sales in connection therewith; and any negligent or illegal act or omission of You or any of Your agents, contractors, servants, employees, or other users or accesses. We will also be held harmless of:

  • a.) any actual or alleged breach of your representations, warranties, or obligations set forth

  • in this Agreement, including without limitation any violation of our Policies;

  • b.) your wrongful, malicious, or improper use of the Service;

  • c.) any transaction submitted by you through the Service (including without limitation the

  • accuracy of information that you provide or any claim or dispute arising out of products or

  • services offered or sold by you); and

  • d.) any transactions that you submit to our Service.

Supply Well reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, but doing so shall not excuse Your indemnity obligations.

16.1 - If notified of any allegedly infringing, defamatory, damaging, obscene, illegal, or offensive use or activity, Supply Well may (but shall not be required to) investigate the allegation, or refer it to You or a third party for investigation. Furthermore, Supply Well reserves the right to remove or request the removal of the applicable content from the Store or any other text or item linked to the Internet. If You refuse such request, Supply Well may, at its option, immediately remove the subject items, Stores, or other text or item from the Internet, suspend the Services provided hereunder, or terminate this Agreement at will. Supply Well shall not be liable for any damages incurred by Customer as a result of such action.

17. COMMUNICATIONS

17.1 - Electronic Notices and Your Consent. We primarily communicate with you via your registered electronic address. By registering for the Service and accepting the terms of this Agreement, you affirmatively consent to receive notices electronically from us (your "Consent"). You agree that we may provide all communications and transactions related to the Service and your Account, including without limitation agreements related to the Service, amendments or changes to such agreements, disclosures, notices, transaction information, statements, policies (including without limitation notices about our Privacy Notice), responses to claims, User information, and other customer communications that we may be required to provide to you by law in electronic format (collectively, "Communications").

All Communications by us will be sent either:

  • a.) via e-mail,

  • b.) by providing access to a Website that we designate in an e-mail

  • c.) by posting to our Site, or

  • d.) alternate methods of communication provided within the Service as chosen by the User

All Communications will be deemed to be in "writing" and received by you when sent to you. You are responsible for creating and maintaining your own records of such Communications. You must send notices to us at the designated e-mail address(es) on the Site or through the submission forms on the Site. We reserve the right to discontinue or modify how we provide Communications at any time. We will make a reasonable effort to give you prior notice of any change. Your continued Consent is required to use the Service and your Account. To withdraw your Consent, you will need to close your Account.

17.2 - Requirements. To access, view, and retain Communications, you must have a computer with appropriate software and access to a personal, active e-mail account. You are responsible for any costs or fees associated with these requirements, including without limitation charges for telecommunications services. We will give you prior notice if we make a change to the requirements for receiving Communications.

17.3 - Other Forms of Communication. Supply Well in its discretion may send notifications to You when a form is filled out and submitted on Your site. Supply Well is not bound to provide such notifications, however, and shall not be liable in the event that a notification is not sent. It is Your duty to check Your website for submitted forms. Supply Well may also give the option to receive such notifications by text message or other form. If You select such method for notification, You are responsible for any fees charged by Your carrier, if any fees apply.

17.4 - Updating Your Information. As with all information that you provide to us for your Account, it is your responsibility to ensure that your phone number and e-mail address is accurate and remains current. To ensure that we are able to provide you with important Communications, you must update us through any of the methods provided, with any change in your e-mail address.

17.5 - Requesting Paper Copies. Communications will not be distributed in paper form under any circumstances except when required by law.

18. GENERAL PROVISIONS

18.1 - Governing Law and Venue. The Service, the Site, the Dashboard, and the Stores, are arranged, sponsored, and managed by us in the State of California, USA. The laws of the State of California govern this Agreement and all of its terms and conditions, without giving effect to any principles of conflicts of laws. Any dispute relating in any way to your visit to the Site or any part of the Service in which the aggregate total claim for relief sought on behalf of one or more parties exceeds $5,000 or the total cost of the Service provided by Supply Well, shall be adjudicated in any state court in Ventura County, California or in any federal court of the Central District of California, Western Division, and you consent to exclusive jurisdiction and venue in such courts.

18.2 - Assignment & 3rd Party Beneficiaries. You may not assign or transfer any rights, obligations, or privileges that you have under this Agreement without our prior written consent. Subject to the foregoing, this Agreement will be binding on each party's successors and permitted assigns. Any assignment or transfer in violation of this section will be deemed null and void.

  • 18.3.1 - Supply Well also may delegate the performance of Services to third parties, including

  • Supply Well affiliates. This Agreement will bind and inure to the benefit of each party's

  • successors and permitted assigns.

  • 18.3.2 - Except as otherwise expressly provided in this Agreement, there shall be no

  • third-party beneficiaries to this Agreement, including but not limited to the insurance providers

  • for either party or Your customers.

18.4 - No Waiver. We will not be considered to have waived any of our rights or remedies, or portion of them, unless the waiver is in writing and signed by us. Our failure to enforce the strict performance of any provision of this Agreement (including any Policy) will not constitute a waiver of our right to subsequently enforce such provision or any other provisions of this Agreement (including any Policy).

18.5 - No Agency. Nothing in this Agreement is intended to or creates any type of joint venture, employee-employer, creditor-debtor, escrow, partnership, or any fiduciary relationship between you or us.

18.6 - Section Titles. The section titles and numbering of sections in these Terms are for convenience only and have no legal or contractual effect.

19. FORCE MAJEURE

Except for the obligation to make payments, neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including, but not limited to, acts of war, acts of terrorists, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act, or failure of the Internet (not resulting from the actions or inactions of Supply Well), provided that the delayed party:

  • a.) gives the other party prompt notice of such cause, and

  • b.) uses its reasonable commercial efforts to promptly correct such failure or delay in

  • performance.

If Supply Well is unable to provide Service(s) for a period of thirty (30) consecutive days as a result of a continuing force majeure event, You may cancel the Service(s), but there shall be no liability on the part of Supply Well.

20. COPYRIGHTS & COPYRIGHT AGENTS

Supply Well respects the intellectual property of others, and we ask that You do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide our Copyright Agent with notice that includes the following information:

  • a.) an electronic or physical signature of the person authorized to act on behalf of the owner

  • of the copyright or other intellectual-property interest;

  • b.) a description of the copyrighted work or other intellectual property that You claim has

  • been infringed;

  • c.) a description of where the material that You claim is infringing is located on the site;

  • d.) Your address, telephone number, and email address;

  • e.) a statement by You that you have a good-faith belief that the disputed use is not

  • authorized by the copyright owner, its agent, or the law; and

  • f.) a statement by You, made under penalty of perjury, that the above information in your

  • notice is accurate and that you are the copyright or intellectual-property owner or authorized to

  • act on the copyright or intellectual-property owner's behalf.

The Copyright Agent for notice of claims of copyright or other intellectual-property infringement can be reached as follows:

By mail:

Copyright Agent

c/o Supply Well Inc.

1215 Laguna Street, Apt. A

Santa Barbara, CA 93101

By phone: (805) 444-3116

By email: copyright@supplywell.com

21. SUPPORT & ACCESS

21.1 - Limitations - Supply Well reserves the right to establish limitations on the extent of any support provided for the Service and does not provide support for third party tools utilized by any User in conjunction with the Service. Supply Well also may also limit at its discretion the hours at which the support will be available, and the means by which it is accessible.

21.2 - Technical Access. You acknowledge and agree that technical processing of Organization information and access to your Account at any time is and may be required:

  • a.) for the Service to function;

  • b.) to conform to the technical requirements of connecting networks;

  • c.) to conform to the technical requirements of the Service; or

  • d.) to conform to other, similar technical requirements.

You also acknowledge and agree that Supply Well may access Your account and its contents as necessary to identify or resolve technical problems, review Service performance or usage, or respond to complaints about the Service.

21.3 - Third Party Products or Services. If You give a Supply Well employee, agent or representative any login information related to a third party service or product, You will be deemed to have automatically consented to such Supply Well employee, agent or representative making changes related to such third party product or service. Supply Well is not responsible for any damage done as a result of those changes.

22. MODIFICATIONS TO AND DISCONTINUATION OF SERVICE

Supply Well reserves the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Supply Well shall not be liable to You or to any third party for any modification, suspension, or discontinuance of the Service.

23. INTEGRATION AND SEVERABILITY

23.1 - This Agreement, including without limitation the Policies and the general terms and conditions of the Site, constitute the entire agreement of the parties with respect to the subject matter of this Agreement, and supersede and cancel all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter of this Agreement. Except as expressly provided in this Agreement, no modification or amendment of this Agreement will be binding on Supply Well unless set forth in a writing signed by us.

23.2 - You also may be subject to additional terms and conditions that may apply when You use affiliate or other Supply Well services, third-party content, or third-party software applications.

23.3 - You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

23.4 - Severability. If any portion of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect and, upon our request, the court will construe any invalid or unenforceable portions in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from this Agreement and the rest of the Agreement remains in full force and effect.

24. SURVIVAL

With the exception of Sections 1, 3, and 17, the provisions of all Sections will survive any termination or expiration of these Terms.

WRITTEN/UPDATED: FEBRUARY 21, 2017

Licenses: Some icons used on supplywell.com were created by Denis Sazhin: https://thenounproject.com/iconka/collection/sketchy-icons/ under the creative commons license as found here: https://creativecommons.org/licenses/by/3.0/us/legalcode

Copyright 2017.

You can find our policies and terms of service here
All rights reserved, Copyright 2017.

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