Terms of Use

Welcome to the Website Terms of Use (“Terms”) for Supply Chain Complete, Inc.’s (“SCC,” “we,” “our” or “us”) website visitors. Our website (“Website”) enables visitors (“user,” “you,” or “your”) to learn about our hosted supply chain software suite and platform (the “Platform”) and related solutions and services that provide customers with recommendations on improving and making their supply chain operations and processes more efficient. If you or your company decide to subscribe to, access and use our hosted software platform, such access and use will be subject to a separate SaaS Agreement.

Please review these Terms and our Privacy Policy (“Privacy Policy”), which is incorporated herein by reference, before visiting the Website. Any changes to these Terms will be in effect as of the “Last Updated” date referred to at the top of this page. By visiting the Website, you are confirming that you understand and agree to be bound by all these Terms.

1. Ownership, License, and Use Restrictions.

You acknowledge and agree that SCC (or, as applicable, its licensors and providers) owns all legal right, title, and interest in and to the Website, all content accessible on it, and all intellectual property rights therein. The rights you have to use the Website are limited to those described in this Section. SCC reserves all rights, in and to the Website not expressly granted to you (or owned by our partners, as applicable) in this Section.

1. Use of the Website. By using the Website, you agree to comply with all applicable federal, state, and local laws and regulations concerning your use of the Website. You further agree to notify us if you learn of any misuse. You understand that you are solely responsible for your activities while using the Website, for complying with these Terms. Subject to your continued compliance with these Terms, SCC grants you a personal, non-exclusive, revocable, non-transferable, limited license to use the Website solely as permitted by these Terms.
2. Prohibited Uses. By accessing and using the Website, you agree not to:
   • Modify, prepare derivative works of, disassemble, decompile or reverse engineer any part of the Website and any content made available through the Website.
   • Access the Website to build a similar or competitive website, product, application or service without our express prior written consent.
   • Attempt to gain unauthorized access to another user’s account or activities on the Website without permission, or to the hardware or software a user uses in connection with the Website.
   • Upload, transmit or otherwise distribute to or through the Website any computer viruses, worms or other software intended to harm or interfere with the intended operation of any computer system or data.
   • Use the Website in any manner that could interfere with, disrupt, negatively affect or prevent other users from using the Website or that could damage, disable, overburden or impair the functionality of the Website in any manner.
   • Intentionally interfere with or negate any content available on or through the Website.
   • Use any scrapers, crawlers, bots or other automated program to access, query or search the Website.
   • Attempt to circumvent any access restrictions, content-related limitations or security procedures that we use.
   • Use the Website to violate any law or infringe our rights, or the rights of any other person or entity.
   • License, sell, transfer, assign, distribute, host or otherwise commercially exploit the Website.
3. SCC’s Rights. SCC reserves the right (but not the obligation) in our sole discretion to: (a) monitor the Website for violations of these Terms; (b) take appropriate legal action against anyone who uses or accesses the Website in a manner that we believe violates the law or these Terms, including without limitation, reporting such user to law enforcement authorities; (c) deny access to the Website or any features of the Website to anyone who violates these Terms or who we believe interferes with the ability of others to enjoy our Website or infringes the rights of others; and (d) otherwise manage the Website in a manner designed to protect our rights and property and to facilitate the proper functioning of the Website.

2. Feedback.

We appreciate hearing from you and welcome your comments and messages about the Website, including whether you like it, what is most useful, any malfunctions, downtime, inappropriate content or complaints (collectively, “Feedback”). You can submit Feedback to us by emailing us at: questions@sccomplete.com.

You hereby grant us a worldwide, perpetual, irrevocable, transferable, sublicensable license to use, store, display, and reproduce your Feedback.

3. Eligibility.

The Website is not intended for children under the age of 13, and we do not knowingly collect information from or direct any of our content to children under the age of 13. By using the Website, you represent and warrant to SCC that you: (a) are at least 13 years old; (b) have the right, authority, and capacity to enter these Terms; (c) are not prohibited from accessing the Website or any of the content, product, or Website available in connection with the Website; and (d) will use the Website in compliance with any and all applicable laws and regulations. If we learn or have reason to believe that you are a user who is under 13, we may revoke your access to the Website.

4. Termination.

1. Termination by Us. You agree that we, in our sole discretion and for any or no reason, may terminate these Terms and suspend and/or revoke your account or access to the Website without the provision of prior notice. You agree that any suspension or termination of your access to the Website may be without prior notice, and that we will not be liable to you or to any third party for any such suspension or termination.
2. Other Remedies. Our right to suspend your access to the Website or these Terms will be in addition to any other remedies we may have at law or in equity.
3. Referral to Governmental Authority. We have the right, without provision of prior notice, to take appropriate legal action, including, without limitation, referral to law enforcement or regulatory authority, or notifying the harmed party of any illegal or unauthorized use of the Website. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone using the Website.
4. Effect of Termination. Upon any termination or expiration of these Terms, whether by you or us, you may no longer have access to the Website, and you acknowledge that we will have no obligation to maintain any information related to your use of the Website in our databases or to forward any such information to you or to any third party. Sections 1, 2 and 4 through 14 will survive the termination or expiration of these Terms for any reason.
5. Waiver. YOU WAIVE AND HOLD US AND OUR PARENT, SUBSIDIARIES, AFFILIATES AND OUR AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, ASSIGNEES AND SUCCESSORS HARMLESS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY US AND ANY OF THE FOREGOING PARTIES RELATING TO ANY INVESTIGATIONS BY EITHER US OR SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES.

5. Disclaimers.

We reserve the right to modify, suspend or discontinue the Website at any time, with or without notice to you. We will not be liable if, for any reason, all or any part of the Website is unavailable for any period. From time to time, we may restrict access to or use of some or all the Website to users generally or to you individually, for any or no reason.

THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

SCC MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE WEBSITE OR ANY CONTENT WILL:  (A) MEET YOUR REQUIREMENTS; (B) BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; OR (C) BE ACCURATE, RELIABLE, COMPLETE, LEGAL, SECURE OR SAFE. FURTHER, SCC AND ITS LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE WEBSITE OR ANY CONTENT, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) SERVER FAILURE OR DATA LOSS; OR (V) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTE FORCE OR OTHER MEANS OF ATTACK AGAINST THE WEBSITE.  FOR THE AVOIDANCE OF DOUBT, SCC WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND ARISING FROM OR RELATING TO ANY ACTION TAKEN BY YOU IN CONNECTION WITH THE WEBSITE OR ANY CONTENT.

WHILE SCC ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE WEBSITE SECURE, SCC CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. BY USING THE WEBSITE, YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING OVER THE INTERNET AND YOU AGREE THAT YOU WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

6. Limitation of Liability.

You understand and agree that we, our parent, subsidiaries, affiliates and licensors will not be liable to you or to any third party for any indirect, incidental, special, consequential or exemplary damages which you may incur, howsoever caused and under any theory of liability, including, without limitation, any loss of profits (whether incurred directly or indirectly), loss of goodwill or business reputation, loss of data, cost of procurement of substitute goods or Website, diminution of value or any other intangible loss, even if we have been advised of the possibility of such damages. You agree that our total, aggregate liability to you or any third party for any and all claims arising out of or relating to these terms or your access to or use of (or your inability to access or use) any portion of the Website, whether in contract, tort, strict liability or any other legal theory, is limited to one hundred U.S. dollars ($100). You acknowledge and agree that we have made the Website and the content available to you and entered these Terms in reliance upon the representations and warranties, disclaimers and limitations of liability set forth herein, which reflect a reasonable and fair allocation of risk between us and you and form an essential basis of the bargain between us and you. We would not be able to provide the Website to you without these limitations.

7. Assumption of Risk.

Use of the Website may involve other technical risks, including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within our servers. You accept and acknowledge that we will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Website, however caused.

8. Indemnification.

You agree to indemnify and hold SCC (and its affiliates and its and their officers, employees, and agents) harmless, including costs and attorneys’ fees, from any loss, claim or demand made by any third party due to or arising out of (a) your use of the Website and its content, (b) your violation of these Terms, and (c) your violation of applicable laws or regulations. SCC reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of SCC. SCC will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

9. External Sites.

The Website may include hyperlinks to other websites or resources (collectively, the “External Websites”), which are provided solely as a convenience to our users. We have no control over any External Websites. You acknowledge and agree that we are not responsible for the availability of any External Websites, and that we do not endorse any advertising, products or other materials on or made available from or through any External Websites. Furthermore, you acknowledge and agree that we are not liable for any loss or damage which may be incurred as a result of the availability or unavailability of the External Websites, or as a result of any reliance placed by you upon the completeness, accuracy or existence of any advertising, products or other materials, or made available from any External Websites.

10. Force Majeure.

We will not be liable or responsible to you, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing our obligations under any of these Terms, when and to the extent such failure or delay is caused by or results from the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, epidemics, pandemics, including the 2020 novel coronavirus pandemic (COVID-19), tsunami, explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this agreement; (f) strikes, labor stoppages or slowdowns or other industrial disturbances; (g) shortage of adequate or suitable Internet connectivity, telecommunication breakdown or shortage of adequate power or electricity; and (h) other similar events beyond our control.

11. Changes to the Website.

We are constantly innovating the Website to help provide the best possible experience. You acknowledge and agree that the form and nature of the Website, and any part of them, may change from time to time without prior notice to you, and that we may add new features and change any part of the Website at any time with or without notice.

12. Privacy Policy.

Our Privacy Policy describes the ways we collect, use, store and disclose your personal information, and is hereby incorporated by this reference into these Terms. You agree to the collection, use, storage and disclosure of your personal information in accordance with our Privacy Policy.

13. Dispute Resolution; Binding Arbitration.

1. Binding Arbitration. You agree to arbitrate any dispute arising from these Terms or your use of the Website, except that you and SCC are not required to arbitrate any dispute in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, patents or other intellectual property. ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. Each party agrees that it will notify the other in writing of any dispute within thirty (30) days of when it arises. Notice to SCC shall be sent to: 725 Nevada Avenue, San Mateo, California 94402. Each party further agrees: to attempt informal resolution prior to any demand for arbitration; that any arbitration will be conducted confidentially by a single arbitrator and will take place in San Francisco, California, in accordance with the rules of JAMS; and that the state or federal courts in San Francisco, California have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration. Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available in court. Any dispute between the parties will be governed by this Agreement and the laws of the State of California and applicable United States law, without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction. Whether the dispute is heard in arbitration or in court, neither party will commence against the other a class action, class arbitration or other representative action or proceeding.
2. Fees and Awards. Each party will cover its own fees and costs associated with the arbitration proceedings. The award of the arbitrator will be final and binding, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
3. Our Equitable Remedies. Notwithstanding the foregoing, we may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction, and you agree that these Terms are specifically enforceable by us through injunctive relief and other equitable remedies without proof of monetary damages.

14. General.

1. Entire Agreement.  These Terms and our Privacy Policy constitute the entire legal agreement between you and us and will be deemed to be the final and integrated agreement between you and us, and govern your access to and use of the Website, and completely replace any prior or contemporaneous agreements between you and us related to your access to or use of the Website, whether oral or written.
2. No Third Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you.
3. Interpretation. The language in these terms will be interpreted as to its fair meaning and not strictly for or against any party.
4. Severability. Should any part of these Terms be held invalid, illegal, void or unenforceable, that portion will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.
5. No Waivers. Our failure or delay to exercise or to enforce any right or provision of these Terms will not constitute or be deemed a waiver of future exercise or enforcement of such right or provision. The waiver of any right or provision of these Terms will be effective only if in writing and signed for and on behalf of us by a duly authorized representative.
6. Governing Law. All matters arising out of or relating to these Terms will be governed by and construed in accordance with the laws of the state of California and the federal laws of the United States applicable therein without giving effect to any choice or conflict of law provision or rule (whether of the state of California or any other jurisdiction).
7. Venue. Subject to Section 13 of these Terms, any legal action or proceeding arising under these Terms will be brought exclusively in the state courts located in San Francisco County and we and you irrevocably consent and submit to the personal jurisdiction and venue there.
8. Notices. We may provide you with any notices (including, without limitation those regarding changes to these Terms) by email or postings on the Website. By providing us with your email address, you consent to our use of your email address to send you any notices. Notices sent by email will be effective when we send the email, and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.
9. Assignment. You may not assign any of your rights or obligations under these Terms, whether by operation of law or otherwise, without our prior written consent. We may assign our rights and obligations under these Terms in our sole discretion to an affiliate, or in connection with an acquisition, sale or merger.

‍