Suplery Inc. Terms of service

Agreement to Terms

Welcome to Suplery!

These Terms constitute a legally binding agreement made between you and Suplery, concerning your access to and use of the Platform (as defined further) and apply to all Users and Businesses. Before using the Platform, please carefully read these Terms, Privacy Policy, and Brand terms, Client terms, and other Suplery policies and guidelines all of which are incorporated herein by reference. You agree that by accessing or using the Platform (including downloading, posting, or reposting any content), you have read, understood, and agreed to be legally bound by these Terms on behalf of yourself and any company, organization, or entity you represent. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING OF OR ACCESING TO PLATFORM AND YOU MUST DISCONTINUE USE IMMEDIATELY.

By accessing and using the Platform, you represent and warrant that you have the full legal capacity to enter into and be bound by these Terms under the laws of the United States and the country of your citizenship and residence. If you do not have full legal capacity, you may not access or use the Platform. You further represent and warrant that you are at least 18 years of age, or the legal age of majority in your jurisdiction, whichever is higher. If you are accessing or using the Platform on behalf of a company, organization, or entity, you represent and warrant that you have the authority to bind that company, organization, or entity to these Terms.

The platform is not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use the Platform. You may not use the Platform in a way that would violate the Gramm-Leach-Bliley Act (GLBA).

The information provided by the Platform is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such a jurisdiction or country. Accordingly, those persons who choose to access the Platform from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

If you and Suplery have entered into a Suplery Commercial Schedule or another written agreement signed by both parties, the terms of that document prevail over conflicting provisions of these Terms only with respect to the commercial matters expressly addressed in that document. In all other respects, these Terms govern.

Modification of Terms

We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of the Terms, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms by your continued use of the Platform after the date of such revised Terms. All changes to these Terms apply prospectively from the date of the revised Terms and do not alter the terms governing Orders, fees, or other obligations that arose prior to such date.

In addition to updating the "Last updated" date, Suplery provides an optional email notification service for Terms updates. You may subscribe to receive such notifications at https://suplery.com/legal/subscribe/ by providing a valid email address. Subscribing to notifications is voluntary and does not alter your obligation to periodically review these Terms. If your email address changes, you must re-subscribe using your new email address; Suplery is not responsible for notifications sent to an outdated email address. Suplery does not guarantee delivery of notification emails and shall not be liable for any failure or delay in delivering such notifications. Your continued use of the Platform after any modification to these Terms constitutes acceptance regardless of whether you received or read a notification email.

If the modified Terms are not acceptable to you, you must notify Suplery within fourteen (14) days of the date of the revised Terms, in accordance with these Terms. Failure to notify Suplery within this period constitutes acceptance of the modified Terms.

Definitions

“Terms” or "General Terms" refer to these Terms of Service, including all other terms and policies incorporated herein by reference.

“Customer”, “you”, “your” refers to the person or company, organization, or entity agreeing to these Terms.

“Company”, “Suplery”, “we”, “our”, “us” refers to Suplery Inc. incorporated in State of Delaware.

“User”, “Users” refers to any individual who accesses or uses the Platform. The term "User" or “Users” also includes anyone who accesses or uses the Platform on behalf of a User with the User's authorization or consent.

“Business”, “Businesses” refers to any company, organization, entity, or individual that is or was represented at least by one User on the Platform.

“Site”, “Sites” refers to all web pages, subdomains, social media pages, and any other online sources owned or controlled by Suplery, including but not limited to suplery.com and its subdomains.

“Service” refers to all features, services, and functions, including but not limited to, the marketplace, inventory management software, messaging system, mobile application, and any other programs or software owned or controlled by Suplery, including APIs (application programming interfaces) and other tools used to access or interact with the Service. The term "Service" also includes any updates, modifications, or enhancements made to the Service or any of its features, as well as any new features or services that may be added in the future.

“Platform” refers to the Site, Service, Content, and User contribution together, or to any part or combination of them.

“Content” refers to any content that Suplery makes available through the Service or Site including any content licensed from a third party, but excluding User contribution.

“User contribution” refers to any content, materials, or information, including but not limited to text, writings, videos, audio, photographs, graphics, comments, suggestions, personal or business information, participating in charts, forums, blogs, or messages, or other material, that is submitted, posted, displayed, transmitted, performed, published, distributed, or broadcasted (further submitted) by a User through the Service or Site. The term "User contribution" also includes any modifications or edits made to such content or materials by the User.

"Product Content" refers to all information, data and materials that describe a product listed or available for listing on the Platform, including but not limited to titles, descriptions, images, videos, files, claims, ingredients and INCI lists, directions for use, warnings, certifications, safety information, regulatory data, pricing, pack and size data, identifiers (such as GTIN, UPC, EAN, or SKU), and related materials. Product Content may consist of (a) materials submitted by a Supplier (which constitute User contributions under these Terms); (b) materials created, compiled, edited, normalized, translated, or adapted by Suplery or its systems (which constitute Content under these Terms); or (c) a combination of both. The intellectual property rights applicable to each component of Product Content are determined by its source in accordance with these Terms: User contributions are owned by the submitting User subject to the licenses granted herein, and Content created by Suplery is owned by Suplery. The accuracy obligations applicable to Product Content are set forth in the Your product catalog section of the Brand terms.

“Marketplace offering” refers to any product or service that is listed or made available for purchase through Platform. The term "Marketplace offering" includes Product content, pricing information, and other details related to the product or service, as well as any other terms and conditions that apply to the purchase and sale of the product or service.

“Order”, “Orders” refers to an agreement between the Supplier and the Client to sell and buy products through the Platform. This agreement is defined by and includes all the terms and other rules of Suplery including these Terms, Privacy policy, Return policy, and other documents that regulate purchase, payment, delivery, and return rules and warranties that are obligatory for Users and Business.

“Privacy policy” refers to Suplery Privacy policy published at https://suplery.com/privacy/

“Return policy” refers to Suplery Return policy published at https://suplery.com/legal/return-policy/

“Brand terms” refers to Suplery Brand terms of service published at https://suplery.com/brand-terms/

“Client terms” refers to Suplery Client terms of service published at https://suplery.com/client-terms/

“Payment processor” refers to the third‑party regulated payment service provider we use to process transactions on the Platform.

“Customer payments” refers to funds paid by Clients for Orders placed through the Platform, including shipping, taxes, and adjustments.

“Dispute” refers to any claim, demand, cause of action, controversy, or dispute arising out of or relating to these Terms, the Platform, any Order, payment or payout, return, chargeback, or use of any services, whether based in contract, statute, tort, fraud, misrepresentation, or any other legal theory, including disputes between a Supplier and a Client and disputes in which Suplery is also a party. “Mass Filing” means 25 or more substantially similar Demands for Arbitration (as defined by AAA rules) filed by or with the same counsel or coordinating entity within any 90‑day period.

"User account" refers to an account on the Platform uniquely associated with a single User, comprising the User's login credentials, profile information, personal settings, and all data and configurations associated with the User's identity on the Platform. A User account may be linked to one or more Business accounts.

"Business account" refers to an account on the Platform associated with a Business, encompassing all data, information, settings, User contributions, Content, transaction history, financial data, access rights, and other elements related to that Business. The Platform provides two types of Business accounts: Brand accounts and Client accounts. When a User account is linked to a Business account, the User gains access to that Business account, subject to the access rights and limitations specified within it.

"Brand account" refers to a Business account of the seller type, granting the associated Business access to Supplier features, functions, and services on the Platform, including but not limited to product listing, order management, payout processing, and client interaction. Brand accounts are subject to the Brand terms.

"Client account" refers to a Business account of the buyer type, granting the associated Business access to Client features, functions, and services on the Platform, including but not limited to product ordering, inventory management, and messaging. Client accounts are subject to the Client terms.

"Supplier" refers to the Business associated with a Brand account on the Platform.

"Client" refers to the Business associated with a Client account on the Platform.

Suplery rights

Suplery reserves the right to change, modify, add, remove, or discontinue any and all parts or functions of the Site, Service, Content, or User contribution, at any time and without prior notice to any User or Business. Suplery may also choose to make these features available or unavailable to any User at its sole discretion.

Suplery has no obligation to perform its services in any particular jurisdiction and may refuse to provide its services to any User or Business at its sole discretion.

Suplery reserves the right to provide services to competitors of any User or Business that accesses or uses Platform, at its sole discretion.

Suplery reserves the right to request additional documentation or other evidence from any User or Business to verify their identity, ownership, rights, or any other information necessary for secure and legal access to and use of the Platform by every and all Users and Businesses.

Suplery reserves the right to block or delete any Content or User contribution submitted, posted or uploaded by any User that violates these Terms, any applicable laws, or third-party rights, or that Suplery deems offensive, inappropriate, or harmful to the Platform or its Users. Content that violates applicable law or third-party rights may be deleted without limitation. Content that is reported to violate applicable law or third-party rights may be hidden or made inaccessible until the matter is resolved.

Suplery may suspend or terminate any User's access to or account on the Platform in accordance with the Term and termination section of these Terms, without liability to the User, Business, or any third party.

Verbal or written abuse of any kind (including threats of abuse or retribution) of any Suplery employee or officer constitutes grounds for immediate suspension or termination in accordance with the Term and termination section of these Terms.

Suplery reserves the right to determine or confirm the true owner of any account, Content or User contribution submitted to the Platform. In the event of any dispute regarding ownership of the account, Content, or User contribution, Suplery may suspend or terminate access to the disputed material or account until the dispute is resolved to Suplery's satisfaction or through a legal decision. Suplery will not be liable to any User, Business, or the third party for any losses or damages resulting from the suspension or termination of access to the disputed material or account.

Suplery reserves the right to use any User or Business information, data or other materials submitted or posted to the Platform, or provided to Suplery to perform its services, improve them, or develop and perform new services, including developing insights and suggestions, generating automated orders, and conducting industry analysis or compiling statistics. Any industry analysis or statistics shared externally will be based on aggregated or anonymized data that does not identify any individual User or Business. Suplery will not disclose any confidential information in doing so.

Suplery reserves the right to oversee and regulate adherence to these Terms by Users and Businesses through various methods, such as reaching out with direct questions, conducting surveys or interviews, examining platform utilization, and employing other legally permissible information collection and analysis techniques. We may take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms including, without limitation, reporting such a User or Business to law enforcement authorities.

Your responsibilities

You are responsible for providing full and comprehensive information to Suplery. If you are unable to provide such information via the Platform, you have an obligation to inform Suplery through other official contacts provided by Suplery. This obligation also includes keeping all provided information up to date and providing any further updates as needed.

You are solely responsible for securely storing and transmitting any credentials, such as login information or passwords, used to access or use the Platform. You agree to keep your credentials confidential and not to share them with any third party or other User.

You are solely responsible for any activities or actions under your account, whether you authorized them or not, including any actions that may violate these Terms or any applicable laws or regulations. You are solely responsible for all actions taken by any User of your Business account or access to the Platform, including any actions that may violate these Terms or any applicable laws or regulations.

You agree to notify Suplery immediately of any unauthorized use of your account or any other breach of security related to the Platform.

Prohibited activities

By using Platform, you agree that you will not engage in any of the following prohibited activities:

Infringement: Posting, uploading, publishing, submitting, or transmitting any content that infringes, misappropriates, or violates a third party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights or rights of publicity or privacy.

Illegal conduct: Violating, or encouraging any conduct that would violate, any applicable law or regulation or would give rise to civil liability.

Fraudulent activities: Posting fraudulent, false, misleading, or deceptive content or conducting any fraudulent activities, including but not limited to tricking, defrauding, or misleading us and other Users, especially in any attempt to learn sensitive account information such as user passwords.

Defamatory or offensive content: Posting, publishing, or transmitting any defamatory, obscene, pornographic, vulgar, or offensive content or material.

Discrimination or harassment: Promoting discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group.

Violence or threats: Posting, publishing, or promoting any content that is violent or threatening or promotes violence or actions that are threatening to any person or entity.

Illegal or harmful activities: Promoting illegal or harmful activities or substances.

Unauthorized access: Attempting to access or using non-public areas of the Platform or Suplery's computer systems, or the technical delivery systems of Suplery's providers.

Security interference: Attempting to probe, scan, or test the vulnerability of any Suplery system or network or breach any security or authentication measures.

Reverse engineering: Attempting to decipher, decompile, disassemble, or reverse engineer any of the software or algorithms used in, with, or for the Platform.

Technological circumvention: Avoiding, bypassing, removing, deactivating, impairing, descrambling, or otherwise circumventing any technological measure implemented by Suplery or any of Suplery's providers or any other third party (including another User) to protect the Platform.

Automated collection: Attempting to access or search the Platform or download Content or User contribution from the Platform through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, data mining tools, or the like) other than the software and/or search agents provided by Suplery or other generally available third-party web browsers.

Data collection and compilation restrictions: Systematically retrieve data or other content from the Platform to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.

Unsolicited advertising: Sending any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters, or other forms of solicitation to, through, or with any assistance from, the Platform.

Misuse of trademarks or proprietary information: Using any Suplery trademark, logo, or other proprietary information without Suplery's express written consent or as enabled by features made available by Suplery (e.g., widgets).

Reselling services: reselling the Platform, its parts, or using the Platform for any revenue-generating endeavors or commercial enterprises, except for the direct purposes established by us.

Interference with other Users: Interfering with, or attempting to interfere with, the access of any user, host, or network, including sending a virus, overloading, flooding, spamming, or mail-bombing the Platform.

Impersonation: Impersonating or misrepresenting your affiliation with any person or entity.

Violation of applicable laws: Violating any applicable law or regulation.

Unauthorized orders: Attempting to convince or persuade the other party to make orders outside of the Platform including but not limited to trying to get the other party's personal information, like full name, phone, e-mail, or address.

Prohibited use of Marketplace offerings: Making any unauthorized use of the Marketplace offerings, including but not limited to collecting names and/or emails and/or addresses of Users or Businesses by electronic or other means.

Account transferring: Sell or otherwise transfer your account without our written approval.

Noncompetition: Use the Marketplace Offerings or Platform as part of any effort to compete with us.

IF YOU RECEIVE AN OFFER OR ANY INFORMATION ABOUT ENGAGING IN SUCH ACTIVITIES BY ANY THIRD PARTY, YOU MUST IMMEDIATELY NOTIFY SUPLERY WITHOUT DELAY.

Account registration

To access certain features of the Platform, you must register and create an account. Please note that we distinguish between User accounts and Business accounts. A user account comprises data, information, settings, and credentials (including login details and passwords) affiliated with the only User. A user account must be linked to at least one business account to gain access to the Platform's features.

A business account encompasses data, information, settings, User contributions, Content, and other elements related to a Business. When a user account is connected to a business account, the User gains access to the business account, subject to the limitations imposed by the access rights specified within the business account.

Suplery provides two types of business accounts: Brand (seller) accounts and Client (buyer) accounts. Each type of account grants access to different sets of features, functions, and other parts of the Platform.

Please note that you can register for any type of account only via the Platform. Suplery does not guarantee your access to this function.

Brand accounts are subject to Brand terms incorporated in Terms.

Client accounts are subject to Client terms incorporated in Terms

Account activation

Following the successful registration of a business account, the account will be assigned a validation status, which provides limited access to the Platform. To gain full access, Users and Businesses are required to submit all necessary information, documents, and content as requested by the Platform during the onboarding process. After submitting the required data, Suplery will assess the provided information and may request additional documents or evidence as needed. The activation of a business account is subject to Suplery's sole discretion. Suplery reserves the right to reject any account activation application if deemed necessary, for any reason or no reason, without liability.

Users acknowledge and agree that Suplery reserves the right to amend or modify any part of their submissions, both before and after account activation, in order to ensure compliance with applicable laws, regulations, and Suplery policies or internal rules and requirements.

Account ownership

Users of the Platform acknowledge and agree that the ownership of a User account is exclusive to the registered User and is non-transferable to any other User.

The ownership of a business account belongs to the User who initially registered the account or to the User to whom ownership has been transferred, subject to the transfer procedures outlined herein.

Transfer by current account owner: The existing Business account owner may initiate a transfer of Business account ownership by submitting an application to Suplery, specifying the User designated to receive ownership. The transfer shall be considered complete upon transfer approval by the current owner.

Transfer by legal proof of ownership: If the owner or general manager of a Business associated with a registered account, or their legal representatives, can provide legal proof of ownership rights, Suplery may, at its sole discretion, transfer ownership to the corresponding User. Users acknowledge that any such transfer is subject to Suplery's approval.

Note: Business account owners possess full access to their accounts and maintain the authority to modify or remove the access rights of any associated User. To prevent potential issues, it is crucial to keep account owner information up-to-date and accurate.

Account deactivation

Upon receipt of a written request by the account owner, Suplery will deactivate or permanently delete the account in question. The account owner acknowledges and agrees that upon deactivation, all Users associated with the account will lose access to the business account and its associated data.

Notwithstanding the deactivation of an account, any information relating to products and completed transactions shall continue to be accessible through other business accounts with which the deactivated account was previously connected. For details on the data removal, please refer to our Privacy policy.

If you submit a Termination notice under the Term and termination section, we will schedule deactivation to occur on the later of (a) the end of the thirty (30) day notice period, or (b) completion of all outstanding orders, deliveries, payments, returns, and chargebacks required under these Terms. During any interim period, we may limit account functionality solely to allow completion of such obligations.

Suplery shall only deactivate a Business account upon satisfaction of the following conditions: (i) all orders, deliveries, payments, and returns associated with the account must be finalized, and (ii) the account must have surpassed the maximum time period for return acceptance as stipulated in the Return policy.

The account owner shall indemnify and hold harmless Suplery, its affiliates, officers, directors, employees, agents, and licensors from any claims, damages, or losses arising from or in connection with the deactivation of the account, including but not limited to any loss of data or access to the Business account.

Access to Platform features

Access to the Platform's features, functions, and services depends on the type of account and is subject to the terms applicable to that account type. Suplery may deny, limit, suspend, or restrict access to specific Business account features in accordance with the provisions set forth in the Brand terms (for Suppliers) or the Client terms (for Clients). The conditions, procedures, and any refund obligations applicable to such denial or restriction are described in the respective terms for each account type.

Business-account-level restrictions. Where Suplery denies or restricts access at the level of a specific Business account (under the Brand terms or Client terms), that restriction applies solely to the affected Business account. It does not by itself affect:

(a) the User's User account, including login credentials and profile settings; or

(b) access to any other Business account to which the same User is linked.

User-account-level restrictions. Notwithstanding the foregoing, if a User violates these Terms, Suplery may suspend or terminate the User's User account in accordance with the Term and termination section of these Terms. Suspension or termination of a User account restricts the User's access to the Platform in its entirety, including access to all Business accounts to which that User is linked. Where a User account is suspended or terminated, the rights and obligations associated with each linked Business account — including outstanding Orders, payments, returns, refunds, chargebacks, and payouts — remain governed by the applicable terms for that account type.

Disputing access restrictions. Any User or Business whose access has been denied or restricted — whether at the User account level or at the Business account level — may contact Suplery at hello@suplery.com to dispute the restriction. Suplery will review the request and may, at its sole discretion, revoke or modify the restriction. Submitting a dispute does not suspend or delay the restriction pending review. For Suppliers, the appeal process is governed by the Account termination section of the Brand terms.

Marketplace offering

The Platform incorporates an integrated product catalog. However, Suplery does not guarantee the availability of any products listed in the catalog for purchase on Platform. All accessible products are encompassed within the Marketplace offerings and can be found via the Marketplace interface.

Suplery does not act as the seller for any products on Platform. All Marketplace offerings are provided by Suppliers and may only be utilized or accepted by Clients. Suplery makes no warranties as to the quality of any Marketplace offerings purchased by you, nor does it guarantee that any errors in the Platform will be rectified. Suplery strives to accurately represent the colors, features, specifications, and details of the Marketplace offerings available on the Platform. However, the accuracy, completeness, reliability, or currency of such attributes cannot be guaranteed, and we cannot ensure that users' electronic displays will accurately reproduce the true colors and details of the products.

Marketplace offerings are subject to availability, and Suplery cannot guarantee that items will be in stock. Marketplace offerings may have limited quantities and are eligible for return or exchange solely in accordance with our Return policy. Suplery reserves the right to limit the quantities of Marketplace offerings presented or accessible on the Platform at any time and at its sole discretion.

Suppliers may modify some aspects of the Marketplace offerings without prior notice, as well as discontinue any Marketplace offerings at any time and for any reason, without incurring liability to other Businesses or Users. Suppliers acknowledge and agree that they bear full responsibility for the accuracy and relevancy of their Marketplace offerings. Clients utilize or accept Marketplace offerings at their own risk.

You agree that Suplery can not be held liable for any damages or losses arising from the use, acceptance, or alteration of Marketplace offerings.

Order

Acceptance or confirmation of an order through the Platform interface constitutes a legally binding the Order agreement between the Businesses involved. By entering into the Order, you acknowledge and agree that such action is tantamount to signing a purchase agreement, and you will be fully responsible for fulfilling your obligations. The products, quantities, prices, and other terms related to the Order are specified in the order data on the Platform, as well as in these Terms, the Return policy, and other applicable Suplery rules and policies governing Orders.

Your Order may not include any additional terms not encompassed within these Terms. You agree that these Terms represent the complete and exclusive statement of the Order. Any supplemental or conflicting provisions contained in the Order submitted by you will be deemed void, unless explicitly and independently acknowledged and agreed upon by the Supplier, Client, and Suplery.

You are prohibited from placing an order if:

You violate these Terms.
You do not have an active Client account.
You do not provide a valid payment method.
The information you supplied to Suplery is incorrect, incomplete, outdated, or otherwise invalid.

You are prohibited from accepting an order if:

You violate Terms.
You do not have an active Brand account.
You do not provide a valid drop-off point.
The information you supplied to Suplery is incorrect, incomplete, outdated, or otherwise invalid.

Should you place or accept an order in violation of these conditions, you will still be held responsible for all obligations associated with the Order, as well as any additional costs, losses, and damages resulting from your actions.

Each Order incorporates the Dispute Resolution section of these Terms, and any Dispute arising out of or relating to an Order will be resolved as set out there.

Order cancellations and returns

Unless otherwise stated, you may cancel the order without penalty at any time before it is packed. However, be aware that some products within an order may be non-cancellable and/or non-refundable. Once an order has been packed for shipping, cancellation may no longer be possible.

For clarity, convenience termination under Term and termination section of these Terms does not by itself permit cancellation of packed or shipped Orders.

All returns are subject to Return policy.

Packing, shipping and insurance

Packaging may be executed by the Supplier or an fulfillment facility. In the event of returns, the Client shall assume responsibility for proper packaging. Both the Supplier and Client shall comply with the packaging guidelines as recommended by the respective freight forwarding entities.

Please be aware that certain products available on the Platform are classified as hazardous materials, which are subject to specific regulations governing their packaging, storage, and transportation. By using the Platform, you acknowledge and agree to assume full responsibility for any non-compliance with all regulations, and you agree to indemnify and hold Suplery harmless from any fines, costs, or expenses arising from any such violations.

Shipments are facilitated through third-party carriers and are governed by a shipping contract. As such, the risk of loss and title for products transfer from the Supplier to the Client upon the carrier's receipt of the items. In the case of returns, the Supplier assumes the risk of loss and title upon receipt of the returned products. Suplery does not take title to any product bought or sold through the Platform.

Delivery takes place between the Supplier's designated drop-off point (or associated fulfillment facility) and the Client's specified delivery address. All applicable delivery fees shall be paid in accordance with these Terms, the Return policy, and any other relevant Suplery rules, policies, or agreements.

For orders in transit, Suplery provides tracking information generated by the carrier. Suplery disclaims responsibility for the accuracy and reliability of such data.

The Service includes the option to insure products during delivery. Clients wishing to utilize this feature must do so independently. If insurance is selected, it will be managed by a third party, and the Client must agree to their terms of service to utilize the services.

Any issues regarding product damage are subject to the Return policy.

Paid services

Certain elements of the Service may require payment of fees and/or completion of forms or additional agreements (Paid services). You agree to pay Suplery the fees outlined in these forms or agreements for the Paid services in accordance with the specified terms. Suplery reserves the right to modify these fees or applicable charges and to introduce new charges and fees upon the termination of the initial service term or the conclusion of the current renewal term.

Third-party services

Certain services on the Platform are provided by third parties (Third-party services). In order to use the Third-party services, you must accept their terms of service. You agree that Suplery may share personal or confidential information with Third-party service providers. The list of data that we share with them will be indicated directly on the Platform and/or described and included in the terms of the Third-party service. You acknowledge that some parts of the Platform may be inaccessible to you if you choose not to use certain Third-party service.

All associated fees and expenses for Third-party services are paid in accordance with these Terms and other applicable Suplery rules, policies, and agreements, as well as the third-party terms.

Payment

Unless otherwise specified in your agreement, payment for all Orders made through the Platform and the Third-party services is due upon shipment or on the date indicated on the checkout page; for the Paid services, payment is due upon invoice due date or on the date specified on the checkout page.

To make purchases via the Platform, you must have at least one valid payment method associated with your Business account. If there is an issue charging your chosen payment method for a purchase, we reserve the right to charge any other payment method linked to your Business account. Failure to make timely payments may result in the cancellation, postponement or suspension of the Order, Paid service, or Third-party service without notice.

All payments must be made in US dollars, and we accept only Visa, Mastercard, Discover, or American Express cards.

You acknowledge and agree that the minimum amount for any transaction processed through the Platform is $1.00 (one U.S. dollar). If a payment amount is below this threshold, the transaction will not be processed until the total amount meets or exceeds the required minimum.

Except as explicitly stated otherwise in these Terms, Return policy, or your agreement, all fees and payments are non-refundable and non-transferable.

If you participate in Suplery's bonus system, you may use your accrued bonuses to cover a portion or the entire payment amount.

All additional fees and payments are incorporated into the Order, Paid service, or Third-party service respectively, and reflected on the checkout page and/or in the invoice. By accepting or confirming the Order, Paid service, or Third-party service, you agree to pay these fees.

If you believe that Suplery has billed you incorrectly, you must contact Suplery within thirty (30) days of the closing date on the first billing statement on which the error or issue appeared to receive an adjustment, credit, or refund. If billing data for the relevant period is not made available to you within this timeframe, the thirty (30) day period begins on the date the billing data is made available.

You grant Suplery the right to withdraw from any payment methods you have provided or your virtual accounts on the Platform amounts due and payable under these Terms, including amounts associated with Orders, Paid services, Third-party services, fees, refunds, chargebacks, penalties, tax adjustments, and other charges specified in these Terms, regardless of whether these amounts arise before or after entering into an Order or purchasing a Paid service or Third-party service. You agree to reimburse Suplery for all reasonable costs and expenses incurred (including but not limited to IRS-regulated interest rates and reasonable attorneys' fees) in collecting any overdue amounts.

Relationship to Set-off framework. For Suppliers, any deduction, set-off, or withholding from Client payments or Payouts is governed exclusively by the Fees and payouts section of the Brand terms, including the transparency, notification, and dispute provisions set forth therein. The withdrawal right in this section applies to Suppliers only with respect to amounts that the Supplier owes to Suplery and that are not recoverable from Client payments or Payouts (for example, where a Negative balance has been invoiced under the Brand terms). Nothing in this section diminishes or overrides the dispute rights provided to Suppliers in the Brand terms.

Payment Processing and Role as Payment Agent

Payments on the Platform are processed by our Payment processor. You agree to comply with the Payment Processor’s applicable terms.

For each Order (excluding paid services and third-party services), Suplery (and its Payment Processor) acts as a limited payment‑collection agent (agent‑of‑payee) for the purpose of receiving payment for that Order. Payment received by Suplery or Payment processor is deemed received by the Supplier and fully satisfies the Client’s payment obligation for that Order. This agency is limited to payment collection and does not create any other agency relationship.

Nothing in this section changes the risk of loss or title transfer, which are set out in these Terms.

Taxes

Each party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that party upon or with respect to the transactions and payments made through the Platform or under these Terms.

Limited product warranty

Warranty obligations for products purchased through the Platform are the direct responsibility of the Supplier. However, you may contact Suplery and request assistance in resolving any warranty issues.

WARRANTY DISCLAIMER: SUPLERY HEREBY DISCLAIMS ALL OTHER WARRANTIES OR GUARANTEES WITH RESPECT TO THE PRODUCTS, WHETHER STATUTORY, WRITTEN, ORAL, EXPRESS, OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, SUITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

Discounts and bonuses

Suplery, at its sole discretion, may implement a discount or bonus system, which shall be governed by separate terms and conditions. You may choose to accept or decline any benefits offered by this system, provided that you meet the specified eligibility requirements. Suplery reserves the right to modify or terminate the discount or bonus system at any time without prior notice.

If the system includes bonuses, such bonuses shall not be considered cash or cash equivalents. They represent no financial obligations and cannot be withdrawn or transferred. Bonuses may only be utilized as outlined in the corresponding discount or bonus system terms. Suplery retains the right to modify or revoke any bonus amount at any time for any reason without prior notice.

Platform rating

The Platform may implement a rating system for the Users and/or Businesses. These ratings serve to furnish the Users and Businesses with supplementary information regarding the conduct and performance of other Users and Businesses within the Platform. It is important to note that these ratings solely represent the Platform's perspective and should not be considered as an independent index or assessment of any Business, product, or service outside the Platform's purview.

The formulation of ratings is contingent upon our internal guidelines and procedures, which are proprietary and shall remain undisclosed. We may, however, offer general guidance on the calculation of ratings through the Site.

By agreeing to these Terms, you acknowledge and consent to the publication of your rating on the Platform. Furthermore, you hereby relinquish any claims arising from the disclosure of such ratings, including but not limited to, claims for damages, lost profits, and reputational harm.

User contribution

The Platform may invite the Users to submit User contributions, which may be accessible to other Users of the Platform and through third-party websites. Furthermore, you agree that any User contributions you submit, except for Submissions as defined below, shall be treated as non-confidential and non-proprietary.

By creating or making available any User contributions, you represent and warrant the following:

Your User contributions will not infringe upon any third-party proprietary rights, including, but not limited to, copyrights, patents, trademarks, trade secrets, or moral rights.
You are the creator and owner of, or possess the necessary licenses, rights, consents, releases, and permissions to use and to authorize the Platform, its Users, and Suplery to utilize your User contributions in the manner envisioned by the Platform and these Terms.
You have obtained the written consent, release, and/or permission from each identifiable individual person featured in your User contributions to use their name or likeness for the purposes contemplated by the Platform and these Terms.
Your User contributions are accurate, truthful, and not misleading.
Your User contributions do not constitute unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or any other forms of solicitation.
Your User contributions are not obscene, lewd, lascivious, violent, harassing, defamatory, slanderous, or otherwise objectionable (as determined by us).
Your User contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
Your User contributions are not used to harass, threaten (in the legal sense), or promote violence against any person or group of people.
Your User contributions comply with all applicable laws, regulations, and rules.
Your User contributions do not infringe upon the privacy or publicity rights of any third party.
Your User contributions do not contain any material that solicits personal information from minors or exploits minors in a sexual or violent manner.
Your User contributions do not contravene any applicable law concerning child pornography or intended to protect minors' well-being.
Your User contributions do not include offensive remarks related to race, national origin, gender, sexual orientation, or disability.
Your User contributions do not violate, or link to material that violates, any provision of these Terms, or any applicable law or regulation.

The Platform may establish requirements for specific types of User contributions through relevant guidelines or instructions. All Users and Businesses must adhere to these requirements, and non-compliance may result in the removal of User contributions from the Platform.

You agree to indemnify and compensate the Platform and/or any involved third parties for any losses, costs, and expenses arising from your breach of these rules.

User contribution license

By submitting your User contributions to any part of the Platform or enabling access to your User contributions on the Platform, including linking your account from the Platform to any of your social networking accounts, you hereby grant, and warrant that you possess the necessary rights to grant, an unrestricted, perpetual, irrevocable, non-exclusive, transferable, royalty-free, fully-paid, global right and license to us to host, utilize, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute your User contributions (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise. This also includes the creation of derivative works from or incorporation of your User contributions into other works, as well as the granting and authorization of sublicenses of the above rights. Distribution and use may occur across any media formats and through any media channels.

This license applies to any form, media, or technology currently known or developed in the future and encompasses the use of your name, company name, franchise name (as applicable), trademarks, service marks, trade names, logos, and personal and commercial images that you provide. You waive any moral rights in your User contributions and guarantee that no such rights have been asserted in connection to your User contributions. If you and Suplery have entered into a separate written agreement that restricts the scope of this license, the terms of such agreement shall prevail to the extent of any conflict.

We claim no ownership over your User contributions. You maintain complete ownership of your User contributions and any intellectual property or other proprietary rights related to them. We are not responsible for any statements or representations made in your User contributions on any area of the Platform. You are solely accountable for your User contributions and expressly agree to indemnify us from any liability and refrain from pursuing any legal action against us concerning your User contributions. You acknowledge that any claims related to your User contributions directed at the Platform may be transferred to you, and you are obligated to accept and address them promptly.

We reserve the right, at our sole discretion, to modify, redact, or alter any User contributions; re-categorize any User contributions to place them in more suitable locations on the Platform; and pre-screen, hide, or remove any User contributions in accordance with the content moderation standards set forth in the Suplery rights section of these Terms. We are under no obligation to monitor your User contributions.

Intellectual property rights

Unless explicitly stated otherwise, we own or control, or have the necessary licenses for, all intellectual property rights related to the source code, databases, functionality, software, website designs, audio, video, text, photographs, graphics, and other Content on the Platform, as well as the licenses granted to Suplery under the User contribution license section of these Terms (collectively, the "Intellectual property"). The Intellectual property is protected by U.S. copyright and trademark laws, international copyright laws, international conventions, and other applicable intellectual property rights and unfair competition laws. The Intellectual property is provided on the Platform "AS IS" for your informational and personal use only. Except as explicitly permitted by these Terms, you may not copy, reproduce, aggregate, republish, upload, post, publicly display, encode, translate, transmit, distribute, sell, license, or otherwise exploit the Intellectual property for any commercial purpose without our express prior written consent.

Licenses granted to you

Service license

In accordance with your adherence to these Terms, Suplery hereby provides you with a personal, limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and utilize the Platform solely for your internal business objectives, subject to the conditions stated in these Terms. The rights conferred herein are contingent upon the following limitations, except where explicitly indicated otherwise:

You are prohibited from licensing, selling, renting, leasing, transferring, assigning, distributing, hosting, or otherwise commercially exploiting the Platform.
You are forbidden from copying, reproducing, disseminating, distributing, modifying, adapting, creating derivative works from, publicly displaying, publicly performing, streaming, broadcasting, downloading, disassembling, reverse compiling, reverse engineering, storing, posting, or transmitting any materials or content included in the Platform.
You must not interfere with or circumvent any features of the Platform, including but not limited to the security or access control mechanisms, in whole or in part, except as permitted within the Terms.

Except for the rights expressly granted in these Terms, no licenses or rights are conferred to you, whether by implication or otherwise, under any intellectual property rights owned or controlled by Suplery, its licensors, or other parties. In the event that you infringe upon the rights of Suplery, its licensors, or any other parties, your entitlement to use the Platform will be terminated immediately, and you must either return or destroy any copies of the materials you have made.

Mobile application license

If you access the Platform through a mobile application, we hereby grant you a temporary, non-exclusive, non-transferable, and limited right to install and utilize the mobile application on wireless electronic devices that you own or control. Furthermore, you are permitted to access and use the mobile application on such devices strictly in compliance with the terms and conditions of this mobile application license, as outlined in these Terms. In using the mobile application, you must not:

Decompile, reverse engineer, disassemble, attempt to uncover the source code, or decrypt the application;
Modify, adapt, enhance, translate, or create any derivative work from the application;
Breach any applicable laws, regulations, or rules in relation to your access or use of the application;
Remove, alter, or obscure any proprietary notice (including copyright or trademark notices) displayed by us or the licensors of the application;
Employ the application for revenue-generating activities, commercial enterprises, or purposes other than those for which it was designed or intended;
Make the application accessible over a network or environment that allows access or use by multiple devices or users concurrently;
Utilize the application to develop a product, service, or software that is, directly or indirectly, in competition with or acting as a substitute for the application;
Use the application to transmit automated queries to any website or to disseminate unsolicited commercial emails;
Employ any proprietary information, interfaces, or other intellectual property related to our application in the design, development, production, licensing, or distribution of any applications, accessories, or devices for use with the application.

Apple and Android devices

The following terms apply when utilizing a mobile application acquired from either the Apple Store or Google Store (each referred to as an "App distributor") to access the Platform:

The license granted to you for our mobile application is confined to a non-transferable license to use the application on a device employing the Apple iOS or Android operating systems, as relevant, and in compliance with the usage rules delineated in the corresponding App distributor's terms of service.
You acknowledge that these Terms are between you and Suplery only, no App distributor is responsible for the Service or Content thereof.
We hold responsibility for supplying any maintenance and support services concerning the mobile application as detailed in the terms and conditions of this mobile application license within these Terms or as mandated by applicable law. You acknowledge that each App distributor possesses no obligation to provide any maintenance and support services concerning the mobile application.
In case the mobile application fails to adhere to any relevant warranty, you may notify the respective App distributor. In accordance with their terms and policies, the App distributor may refund the purchase price, if applicable, for the mobile application. To the fullest extent allowed by applicable law, the App distributor will have no other warranty obligation whatsoever concerning the mobile application.
You represent and warrant that (i) your location is not in a country subjected to a U.S. government embargo or designated as a "terrorist supporting" country by the U.S. government, and (ii) you are not included on any U.S. government list of prohibited or restricted parties.
When using the mobile application, you must adhere to applicable third-party terms of agreement, for example, if you possess a VoIP application, you must not violate their wireless data service agreement while using the mobile application.
You acknowledge and agree that the App distributors are third-party beneficiaries of the terms and conditions in this mobile application license contained within these Terms. Each App distributor shall have the right (and will be considered to have accepted the right) to enforce the terms and conditions in this mobile application license contained within these Terms against you as a third-party beneficiary thereof.

Feedback and reviews

The Platform may, from time to time, request you to provide feedback or reviews regarding Businesses or Third-party services or products. While you have the choice to accept or reject providing feedback or reviews, we encourage your participation as it helps us improve our offerings.

The information provided in your feedback or reviews will be used solely for our internal analysis and will not be disclosed to any third party. We may, however, use your feedback or review to create and publish an aggregate evaluation of the reviewed Business. Additionally, we may provide you with an aggregate evaluation of your own services and products.

When providing feedback or review, you must adhere to the following criteria:

You must have firsthand experience with the person or entity being reviewed;
Your reviews must not contain offensive profanity, abusive, racist, offensive, or hate language;
Your reviews must not contain discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation, or disability;
Your reviews must not contain references to illegal activity;
You must not be affiliated with competitors when posting negative reviews;
You must not make any conclusions as to the legality of conduct;
You may not post any false or misleading statements;
You may not organize a campaign encouraging others to post reviews, whether positive or negative.

Feedback and reviews submitted through the Platform constitute User contributions and are governed by the User contribution and User contribution license sections of these Terms. For the avoidance of doubt, the User contribution license grants Suplery the right to use, modify, aggregate, and create derivative works from your feedback and reviews without additional permission or compensation.

Submissions

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, corrections, data contributions, or other information that you provide to Suplery as input for Suplery to use in creating, improving, or modifying the Platform, its features, Content, Product Content, or services ("Submissions") are non-confidential and shall become our sole property.

For the avoidance of doubt, the distinction between Submissions and User contributions is determined by how the content is used, not by its subject matter:

(a) If you provide content that Suplery publishes or displays on the Platform in substantially the form you provided it — such as product listings, product descriptions, images, messages, reviews, or order-related communications — that content is a User contribution, and you retain ownership subject to the licenses granted under these Terms.

(b) If you provide input — such as error reports, data corrections, feature suggestions, feedback on Platform functionality, or information intended to improve Product Content or Platform features — that Suplery uses to create, modify, or improve the Platform, its Content, Product Content, or services, that input is a Submission, and Suplery owns all rights to it.

Where a single communication contains both a User contribution and a Submission (for example, a message that includes both a product inquiry and a suggestion for improving the Platform), each part is classified separately according to the rules above.

We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree that there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

By using the Platform, you on your own behalf and on behalf of the Business you represent, hereby consent only electronic signatures and the electronic delivery of all documentation and communications related to your use of the Platform. This means you agree that any documents or communications provided by Suplery or generated through the Platform shall be delivered and accepted solely in an electronic format, unless otherwise required by law.

As soon as you accept these Terms, your consent to electronic signatures and electronic delivery of documents and communications applies automatically to all future documents and forms of communication, unless and until you withdraw it in accordance with the procedure below.

Permitted electronic means All electronic documentation and communications shall be provided or exchanged exclusively through the following means, unless these Terms expressly specify a different method for a particular notice or communication:

The Platform interface;
Suplery email address hello@suplery.com;
The User's email address associated with the User's account at the time the communication occurs (for communications to the User);
The Business account owner's email address associated with the Business account at the time the communication occurs (for communications to the Business); or
The company's corporate address provided by the Business through the Platform interface (for communications requiring physical delivery).

A notice is deemed delivered: (a) if sent via the Platform interface, when made available to the recipient; (b) if sent via email, when sent to the applicable email address; or (c) if sent by mail, when delivered to the applicable company corporate address. Each party is responsible for maintaining current and accurate contact information on the Platform.

Electronic signature The User may be asked to sign documents or other forms of communication electronically. In such instances, the User must sign using their full legal name.

Electronic delivery Any exchange of documents between the Platform and the User or/and Business must be conducted solely through one of the electronic means mentioned above. Physical or paper-based delivery of documents is not recognized under this contest and will not be deemed valid or binding.

Electronic form For the purposes of this section, “Electronic Form” includes, without limitation, any commonly used digital format such as .pdf, .docx, .xlsx, any form submitted through the Platform interface, or correspondence via email.

Withdrawing the consent You may withdraw your consent at any time by submitting a written notice to hello@suplery.com. Once your withdrawal notice is received, Suplery will confirm the effective date of withdrawal. The withdrawal of the consent does not apply to any document or form of communication issued prior to the effective date of such withdrawal. After the effective date of the withdrawal, the party on whose behalf you filed the consent may no longer access the Platform or use any of its features.

Correction of information If any information contained in a document or other form of communication issued in electronic form is incorrect, you may report it by sending a notice to hello@suplery.com. Upon receipt of such notice, Suplery will make reasonable efforts to review and correct the information promptly.

Google maps platform API

We use certain Google Maps Platform APIs (e.g., Google Maps API, Place API) to retrieve certain information when you make location-specific requests. This includes: company, drop-off point, or shipping addresses; and other similar information. To find out more about Google’s Terms of Service, please refer to this link: https://policies.google.com/terms.

By using the Platform, you are also bound by Google's Terms of Service.

Text messages and telephone calls

Suplery may contact you via telephone or text message (which may include the use of an automatic telephone dialing system) using the phone numbers you have provided to us. These messages may pertain to operational aspects of your usage of the Platform.

You understand that consenting to receive such communications is not a prerequisite for purchasing any property, products, or services from us. You have the option to opt out of receiving telephone calls or text messages from us at any time. Please note that while Suplery processes your request, you may still receive text messages for a brief period, as well as messages confirming the receipt of your opt-out request. Choosing to opt out of receiving operational text messages may affect the functionality of the Platform.

Depending on your carrier, standard data and message rates may apply when sending or receiving messages.

As part of the functionality of the Platform, we may provide you with the possibility to link your account with online accounts you have with third-party service providers (each such account, a “Third-Party Account”) by either: (1) providing your Third-Party Account login information through the Platform; or (2) allowing us to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent and warrant that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third-Party Account, without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third-party service provider of the Third-Party Account. By granting us access to any Third-Party Accounts, you understand that (1) we may access, make available, and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the “Social Network Content”) so that it is available on and through the Platform via your account, including without limitation any friend lists, and (2) we may submit to and receive from your Third-Party Account additional information to the extent you are notified when you link your account with the Third-Party Account. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account on the Platform. Please note that if a Third-Party Account or associated service becomes unavailable or our access to such Third-Party Account is terminated by the third-party service provider, then some or all the third-party account content may no longer be available on and through the Platform.

You will have the ability to disable the connection between your account on the Platform and your Third-Party Accounts at any time.

PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS.

We make no effort to review any third-party account content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and we are not responsible for any third-party account content. You acknowledge and agree that we may access your email address book associated with a Third-Party Account and your contacts list stored on your mobile device or tablet computer solely for purposes of identifying and informing you of those contacts who have also registered to use the Platform. You can deactivate the connection between the Platform and your Third-Party Account by contacting us using the contact information below or through your account settings (if applicable). We will attempt to delete any information stored on our servers that was obtained through such Third-Party Account, except the username and profile picture that become associated with your account.

Third-party website

The Platform may contain links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Websites accessed through the Platform or any Third-Party Content posted on, available through, or installed from the Platform, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Platform and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Platform or relating to any applications you use or install from the Platform. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases, which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

Privacy

We care about data privacy and security. Please review our Privacy policy. By using the Platform, you agree to be bound by our Privacy Policy, which is incorporated into these Terms. Please be advised the Platform is hosted in the United States. If you access the Platform from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Platform, you are transferring your data to the United States, and you agree to have your data transferred to and processed in the United States.

Confidentiality

For the purpose of these Terms "Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") in connection with the Platform, whether disclosed orally, in writing, electronically, or by inspection, that is identified as confidential or that should reasonably be considered confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, without limitation: non-public business plans, financial information, pricing strategies, sales data, customer and supplier lists, operational data, product formulations, trade secrets, and technical information. For the avoidance of doubt, Suplery's Confidential Information includes Platform algorithms, internal processes, fee structures, and non-public business data; your Confidential Information includes your non-public pricing, sales volumes, client relationships, operational data, and proprietary business information shared through or accessible via the Platform.

Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure, without restriction on use or disclosure; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; (d) is rightfully received from a third party without restriction on use or disclosure; or (e) is User contributions, which are governed by the User contribution and User contribution license sections of these Terms and are treated as non-confidential and non-proprietary as stated therein.

Obligations. Each party will: (i) take all reasonable measures to avoid disclosure, dissemination, or unauthorized use of the other party's Confidential Information, using at a minimum the same degree of care it uses to protect its own confidential information of a similar nature, but no less than reasonable care; (ii) use the other party's Confidential Information only in connection with the Platform and the performance of its obligations under these Terms; and (iii) limit access to the other party's Confidential Information to those employees, agents, contractors, and service providers who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

No sale of data. Neither party will sell, rent, or trade the other party's Confidential Information or non-public business data to any third party.

Third-party sharing. Either party may share the other party's Confidential Information with its third-party service providers solely to the extent necessary to operate the Platform, process transactions, fulfill Orders, or perform obligations under these Terms, and only where such third-party service providers are bound by confidentiality and data protection obligations no less protective than those set forth herein.

Permitted disclosures. The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or court or governmental order, provided that the Receiving Party gives the Disclosing Party prompt written notice in accordance with these Terms (to the extent legally permitted) to allow the Disclosing Party to seek a protective order. Additionally, Suplery may use Confidential Information in aggregated or anonymized form that does not identify any individual User or Business, as set forth in the Suplery rights section of these Terms.

Data handling upon termination. Following account termination or deactivation, each party will retain the other party's Confidential Information for a minimum of six (6) months as set forth in the Account deactivation section of these Terms. During this period, the Disclosing Party may request a copy of its data in accordance with the Account deactivation section. Following the expiration of the applicable retention period and any additional period required by applicable law, each party will delete or anonymize the other party's Confidential Information within a commercially reasonable timeframe, except for: (a) aggregated or anonymized data that does not identify any individual User or Business; (b) data that a party is required to retain under applicable law, regulation, or legal process; and (d) data contained in routine backups, which will be deleted in accordance with the retaining party's standard backup rotation schedule. This section does not limit either party's rights under the Suplery rights, User contribution license, or Intellectual property rights sections of these Terms.

Duration. The confidentiality obligations under this section will remain in effect during the term of your use of the Platform and for a period of five (5) years following the termination of your account, regardless of the reason for termination. This applies to all Confidential Information in the Receiving Party's possession, regardless of when or where it was received. Each party is responsible for compliance with this section by any third party that accessed Confidential Information through that party.

DMCA notice and policy

Notifications

We respect the intellectual property rights of others. If you believe that any material available on or through the Platform infringes upon any copyright you own or control, please immediately notify our Designated Copyright Agent using the contact information provided below (a “Notification”). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Platform infringes your copyright, you should consider first contacting an attorney.

All Notifications should meet the requirements of DMCA 17 U.S.C. § 512(c)(3) and include the following information: (1) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Site are covered by the Notification, a representative list of such works on the Site; (3) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (4) information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an email address at which the complaining party may be contacted; (5) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (6) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed upon.

Counter Notification

If you believe your own copyrighted material has been removed from the Platform as a result of a mistake or misidentification, you may submit a written counter notification to Designated Copyright Agent using the contact information provided below (a “Counter Notification”). To be an effective Counter Notification under the DMCA, your Counter Notification must include substantially the following: (1) identification of the material that has been removed or disabled and the location at which the material appeared before it was removed or disabled; (2) a statement that you consent to the jurisdiction of the Federal District Court in which your address is located, or if your address is outside the United States, for any judicial district in which we are located; (3) a statement that you will accept service of process from the party that filed the Notification or the party's agent; (4) your name, address, and telephone number; (5) a statement under penalty of perjury that you have a good faith belief that the material in question was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and (6) your physical or electronic signature.

If you send us a valid, written Counter Notification meeting the requirements described above, we will restore your removed or disabled material, unless we first receive notice from the party filing the Notification informing us that such party has filed a court action to restrain you from engaging in infringing activity related to the material in question. Please note that if you materially misrepresent that the disabled or removed content was removed by mistake or misidentification, you may be liable for damages, including costs and attorney's fees. Filing a false Counter Notification constitutes perjury.

Designated Copyright Agent

Suplery Inc.

3 Germay Dr., Unit 4-2932

Wilmington, DE 19804

United States

Phone: +1 (415) 715 91 68

dmca@suplery.com

Term and termination

These Terms shall remain in full force and effect while you use the Platform.

Termination for convenience. Either party (you or Suplery) may terminate these Terms for convenience on thirty (30) days' prior written notice (a "Termination notice"). Termination notices may be delivered in accordance with these Terms.

Termination or suspension for cause. Suplery may immediately suspend or terminate your access to the Platform, your User account, your Business account, or any part thereof, without prior notice, if Suplery reasonably determines that any of the following has occurred: (a) fraud, attempted fraud, or misrepresentation; (b) violation of applicable law or regulation; (c) a security threat to the Platform, its Users, or third parties; (d) nonpayment of any amounts due under these Terms; (e) a material breach of these Termss; or (f) abuse of any Suplery employee or officer. In such cases, Suplery will provide notice of the termination or suspension and a description of the grounds promptly after taking action. The affected party may appeal by contacting Suplery, and Suplery may, at its sole discretion, restore the account.

Whether Suplery suspends or terminates a User account, a Business account, or both depends on the nature and scope of the conduct. Where the grounds for termination relate to a specific Business account, Suplery will act at the Business account level unless the conduct also warrants action at the User account level in accordance with the Access to Platform features section of these Terms.

Cure period for non-critical breaches. For breaches of these Terms that do not fall within subsections (a) through (f) above, Suplery will provide written notice describing the breach and a fifteen (15) day period to cure. If the breach is not cured within this period, Suplery may suspend or terminate the account.

Repeated breaches. If you commit the same or substantially similar breach more than twice within any twelve (12) month period, Suplery may treat the third and any subsequent occurrence as a material breach under the Termination or suspension for cause provision of this section, regardless of whether each individual breach would otherwise qualify for a cure period.

Effect of termination. Upon termination of these Terms — whether for convenience, for cause, or following the cure period for non-critical breaches:

(i) the parties will stop entering into new Orders as of the effective date of termination;

(ii) each party will fully perform and complete all obligations that arose before the effective date of termination — including accepted Orders, delivery, refunds, returns, chargebacks, fees, and payouts — within the following timeframes:

For convenience termination: no later than thirty (30) days after the Termination notice, unless a different period is stated in these Terms (including the Return Policy), an applicable Order, or required by law.
For termination or suspension for cause: within a reasonable timeframe determined by Suplery and communicated in the notice of termination or suspension, taking into account the nature of the outstanding obligations and the grounds for termination. If Suplery does not specify a timeframe, the thirty (30) day period applies.

(iii) each party will promptly pay all undisputed amounts then due.

For the avoidance of doubt, termination for cause does not extinguish either party's obligation to complete outstanding Orders, process pending refunds and returns, disburse earned payouts (subject to any applicable Reserve, Hold, or Set-off), or fulfill other obligations that arose before the effective date of termination.

Survival. The following survive termination: Intellectual property rights; Licenses; Feedback and reviews; Submissions; Privacy; Confidentiality; DMCA notice and policy; Disclaimer; Limitations of liability; Indemnification; User data; Electronic communications, transactions, and signatures; Governing law; Dispute resolution; return obligation under Return policy; any payment, refund, return, payout, and chargeback obligations; Dispute resolution (including notice and mediation); and other obligations that by their nature should survive.

Re-registration. If we terminate your account for cause under this section, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including, without limitation, pursuing civil, criminal, and injunctive redress.

Post-termination data. Following account deactivation or termination, the account owner may submit a written request to Suplery for a copy of their data. Suplery will provide, within a reasonable timeframe, the following categories of data to the extent they exist: financial data (including client payments, taxes, fees, and payouts), order data, messaging data, and other data arising from the cooperation between the parties or owned by the account owner under these Terms. Suplery is not obligated to provide access to the Platform interface or to build or maintain any export functionality for this purpose. Suplery will retain such data for a minimum of six (6) months following account deactivation or termination. After this period, continued retention is at Suplery's sole discretion, subject to any longer retention required by applicable law. This provision does not apply to data owned by Suplery, aggregated or anonymized data, or data that Suplery is required or permitted to retain under applicable law or these Terms.

Modifications and interruptions

We reserve the right to change, modify, or remove the Content or User contribution at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on the Platform. We also reserve the right to modify or discontinue all or part of the Marketplace offerings without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Platform or the Marketplace Offerings.

We cannot guarantee the Platform will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Platform, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Platform at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Platform during any downtime or discontinuance of the Platform. Nothing in these Terms will be construed to obligate us to maintain and support the Platform or to supply any corrections, updates, or releases in connection therewith.

Governing law

These Terms and your use of the Platform are governed by and construed in accordance with the laws of the State of Delaware, U.S.A., without regard to its conflict‑of‑laws principles. The Federal Arbitration Act (9 U.S.C. §§ 1–16) governs the interpretation and enforcement of the arbitration agreement in the Dispute Resolution section. The United Nations Convention on Contracts for the International Sale of Goods (CISG) and the Uniform Computer Information Transactions Act (UCITA) do not apply.

Dispute resolution

Informal Resolution—Notice and 30‑Day Cure. Before commencing arbitration or suit, the complaining party must send the other party a Notice of Dispute stating the sender’s name, account email, postal address, a description of the Dispute, and the specific relief sought. Notices to Suplery must be sent to hello@suplery.com and to Suplery Inc., 3 Germay Dr., Unit 4‑2932, Wilmington, DE 19804, USA. Notices to you may be sent to your account email and any notice address you provide. The parties will try in good faith to resolve the Dispute for 30 days after receipt of the Notice. If they cannot, either party may commence arbitration (or proceed in Small Claims Court where permitted).

Mediation (Fast, Non‑Binding). At either party’s written request after the 30‑day cure period, the parties will participate in a one‑session mediation administered by the American Arbitration Association (AAA) under its Mediation Procedures. Mediation will not exceed 30 days unless the parties agree otherwise and does not delay a request for interim relief.

Binding Arbitration; Seat, Rules, and Language. Except for the matters in Section 7 (Carve‑Outs) and claims properly filed in Small Claims Court, any Dispute will be resolved by binding arbitration administered by the AAA. For business disputes, the AAA Commercial Arbitration Rules apply; if a party qualifies as a consumer under AAA definitions, the AAA Consumer Arbitration Rules and Mediation Procedures apply to that party’s claim. Seat (legal place) of arbitration: Wilmington, Delaware, U.S.A. Language: English. Hearings may be in person in Wilmington, Delaware, by documents, by phone, or by video, as the arbitrator directs. The arbitrator will issue a written award and may award any individual relief available in court.

Delegation. The arbitrator—not any court—shall decide all issues of arbitrability, including scope, formation, and enforceability, consistent with AAA Rule R‑7.

Arbitrator Selection; Number of Arbitrators. One arbitrator will decide the Dispute unless the aggregate amount in controversy exceeds USD 500,000 (exclusive of fees, costs, and interest), in which case three arbitrators will decide. The arbitrator(s) will be appointed as provided in the applicable AAA rules.

Procedures; Discovery; Confidentiality. Discovery must be proportionate to the needs of the case. Absent good cause, each side may take no more than two (2) depositions (one if the amount in controversy is ≤ USD 250,000). Electronic discovery (ESI) is limited to reasonably accessible sources; the arbitrator may order cost‑shifting for disproportionate requests. The existence of the arbitration, all submissions, evidence, and the award are confidential, except as required by law or needed to enforce, confirm, or vacate an award.

Carve‑Outs; Provisional Relief. Either party may bring: (a) claims seeking to enforce, protect, or determine the validity of intellectual‑property rights; (b) claims involving theft, piracy, invasion of privacy, or unauthorized use; and (c) claims for injunctive or other provisional relief—in court without waiving arbitration of the merits. A party may also seek emergency or interim relief from the arbitrator under the AAA Emergency Measures of Protection.

Class and Representative Actions; Non‑Joinder. To the fullest extent permitted by law, arbitration shall proceed solely on an individual basis; no class arbitrations, class actions, private‑attorney‑general actions, or representative actions are permitted. The arbitrator may award individual relief only. If this Section 8 is found unenforceable as to a claim, that claim must be litigated in court and not arbitrated.

Mass Filings (Batching/Bellwethers). If a Mass filing occurs, the parties and AAA will adopt reasonable batching and bellwether procedures: (i) an initial set of up to 10 cases per side will be selected for merits hearings; (ii) filing and administrative fees for the remaining cases will be staged or stayed pending those bellwethers; (iii) after the initial awards, the parties will mediate in good faith to resolve or manage the remaining cases; and (iv) absent global resolution, additional batches will proceed. These procedures apply in addition to, and to the extent consistent with, any applicable AAA Mass Arbitration Supplementary Rules.

Small Claims Option. Either party may bring a qualifying claim in Small Claims Court with jurisdiction, in Wilmington, Delaware or in the U.S. county of the individual claimant’s residence, instead of arbitration.

Joinder and Consolidation for Order Disputes. For Disputes arising out of the same Order or set of facts that involve a Supplier, a Client, and/or Suplery, any party may request consolidation or joinder under AAA rules. By agreeing to these Terms, Suppliers and Clients consent to such consolidation/joinder where the arbitrator or AAA determines it is appropriate and efficient.

Supplier-Client disputes. Where a Dispute arises between a Supplier and a Client in connection with an Order or Marketplace offering and does not involve a claim against Suplery, the parties are encouraged to resolve the Dispute directly through the Platform's messaging system. If the parties are unable to resolve the Dispute, either party may request Suplery's assistance by contacting hello@suplery.com. Suplery may, at its sole discretion, facilitate communication between the parties, provide relevant transaction data, or suggest a resolution, but Suplery is not obligated to act as a mediator or adjudicator and bears no liability for the outcome of any Supplier-Client dispute. If the Dispute remains unresolved, either party may pursue resolution through the Dispute Resolution procedures set forth in these Terms.

Fees and Costs; Attorneys’ Fees. AAA Consumer fee schedules apply where required. Otherwise, fees and costs are allocated under the applicable AAA rules. Each party bears its own attorneys’ fees unless a statute or these Terms provides otherwise; the arbitrator may award reasonable fees and costs to the prevailing party where permitted by law.

Court Interaction; Venue. A party may go to court to compel arbitration, stay litigation, or confirm, modify, or vacate an award. Where a Dispute proceeds in court as allowed here, the exclusive venue is the state or federal courts located in Wilmington, Delaware, and each party consents to personal jurisdiction and waives forum non conveniens.

Survival; Severability. This Dispute Resolution section survives termination. If any part (other than Section 8’s class/representative waiver) is found unenforceable, the remainder shall be enforced to the maximum extent permitted; if Section 8 is unenforceable as to a claim, that claim proceeds in court and not in arbitration.

Opt‑Out (30 Days). New users—or existing users within 30 days of a material change to this Dispute Resolution section—may opt out of arbitration by email to hello@suplery.com with the subject “Arbitration Opt‑Out” and identifying information for the account. If you opt out, the Delaware courts in Wilmington remain the exclusive forum for any Dispute not filed in Small Claims Court.

Disclaimer

THE PLATFORM IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE PLATFORM WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE PLATFORM AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE PLATFORM CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE PLATFORM AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE OR THE MARKETPLACE OFFERINGS, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE PLATFORM. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE PLATFORM, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

Limitations of liability

Exclusion of consequential damages. To the maximum extent permitted by applicable law, in no event will either party or its directors, employees, or agents be liable to the other party for any indirect, consequential, exemplary, incidental, special, or punitive damages arising from or related to these Terms or the use of the Platform, even if the party has been advised of the possibility of such damages, except as set forth in the exclusions below.

General liability cap. Subject to the exclusions below, each party's total aggregate liability to the other party for any and all claims arising out of or related to these Terms or the Platform, regardless of the form of action, will not exceed the total fees paid or payable by you to Suplery during the twelve (12) month period immediately preceding the event giving rise to the claim, or one thousand dollars ($100.00 USD), whichever is greater.

Exclusions from cap and consequential damages exclusion. The limitations set forth above do not apply to:

(a) Fraud or fraudulent misrepresentation by either party;

(b) Willful misconduct or gross negligence by either party;

(d) Your liability for any direct, indirect, consequential, or other damages arising from or related to: (i) defective, unsafe, mislabeled, adulterated, counterfeit, expired, or non-conforming products supplied through the Platform; (ii) inaccurate, incomplete, or misleading product information, descriptions, claims, ingredients, certifications, warnings, or safety data published on the Platform, regardless of whether such content was uploaded by you, created by Suplery, or deemed approved under the Your product catalog section of the Brand terms; (iii) product recalls, regulatory actions, or consumer safety issues relating to your products; or (iv) any breach of your representations and warranties regarding product quality, compliance, or content under these Terms. This exclusion does not apply to content created by Suplery and published outside the Platform, to the extent such content materially distorts the product information you provided or approved;

(e) Liability that cannot be limited under applicable law.

For the avoidance of doubt, liability arising from software defects, human errors, system failures, third-party actions, data loss or corruption, service interruptions, or other events not constituting an exclusion listed above remains subject to the general liability cap, regardless of the nature or extent of damages.

Certain US state laws and international laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers or limitations may not apply to you, and you may have additional rights.

Indemnification

Your indemnification obligations. You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of: (a) your User contributions; (b) your Marketplace offerings, including any claims relating to product quality, safety, labeling, or regulatory compliance; (c) breach of these Terms; (d) any breach of your representations and warranties set forth in these Terms; (e) your violation of the rights of a third party, including but not limited to intellectual property rights; or (f) any overt harmful act toward any other User of the Platform with whom you connected via the Platform. This section is in addition to, and does not limit, any specific indemnification obligations set forth elsewhere in these Terms, including but not limited to indemnification obligations relating to hazardous materials, product descriptions, product safety, tax-exempt purchases, and content accuracy.

Suplery's indemnification obligations. Suplery agrees to defend, indemnify, and hold you harmless, including your subsidiaries, affiliates, and all of your respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of: (a) infringement of a third party's intellectual property rights by the Platform technology itself, excluding any infringement arising from your User contributions, your products, or content provided by you; (b) Suplery's deliberate breach of its confidentiality or data protection obligations under these Terms, to the extent caused by Suplery's intentional acts or gross negligence and not by third-party actions, your misconfiguration, or events outside Suplery's reasonable control; or (c) Suplery's willful misconduct in operating the Platform.

Indemnification procedures. The indemnified party must: (i) promptly notify the indemnifying party in writing of any claim subject to indemnification; (ii) grant the indemnifying party sole control of the defense and settlement of such claim; and (iii) provide reasonable cooperation at the indemnifying party's expense. The indemnifying party will not settle any claim in a manner that imposes obligations on the indemnified party or admits fault on behalf of the indemnified party without the indemnified party's prior written consent. Failure to promptly notify does not relieve the indemnifying party of its obligations except to the extent it is materially prejudiced by the delay. Notwithstanding the foregoing, Suplery reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Suplery.

Where a claim falls within the scope of more than one indemnification provision in these Terms (including the Brand terms and Client terms), the indemnification procedures in this section of the General Terms govern the defense and settlement process. The substantive scope of the indemnifying party's obligations is determined by the broadest applicable provision.

User data

We will maintain certain data that you transmit to the Platform for the purpose of managing the performance of the Platform, as well as data relating to your use of the Platform. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Platform. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

Electronic communications, transactions, and signatures

Visiting the Platform, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Platform, satisfy any legal requirement that such communication be in writing.

YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE.

You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

California users and residents

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

Miscellaneous

These Terms and any policies or operating rules posted by us on the Platform constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. These Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time.

Neither party shall be responsible or liable for any loss, damage, delay, or failure to perform any obligation under these Terms caused by any event beyond that party's reasonable control. The affected party must notify the other party promptly upon becoming aware of such event and use commercially reasonable efforts to mitigate its impact.

If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from the Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment, or agency relationship created between you and us as a result of these Terms or use of the Platform. You agree that the Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of and the lack of signing by the parties hereto to execute these Terms.

Contact us

In order to resolve a complaint regarding the Platform or to receive further information regarding the use of the Platform, please contact us at:

SUPLERY INC.