END USER AGREEMENT

 

SYSTEM TERMS OF USE

 

PLEASE READ THE AGREEMENT BELOW AND INDICATE YOUR ACCEPTANCE BY CLICKING THE “AGREE” BUTTON AT THE END OF THE AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT ACCESS OR USE THIS WEBSITE OR THE SERVICE.

 

 

• GENERAL TERMS OF USE

 

 

Welcome to Supply Wizards, LLC (“Supply Wizards”), a web enabled mobile service that facilitates the entire pantry market inventory process between vending operators and their hotel and other business customers and their respective properties (the “Service”). The Service is operated by Supply Wizards, and made available as a service to you as its client (“Client”), and you are fulfilling the Service obligations as it is made available to hospitality businesses and other businesses alike. To use the Service, you must agree to be bound by all of the terms of this user agreement (“Agreement”). By certifying that you have read and accepted this Agreement, you are indicating that you agree to be bound by all of the terms in this Agreement. Please print and keep a copy of this Agreement for yourself. Supply Wizards may, from time to time, change the terms of this Agreement. When the terms are changed, you will be notified the next time you access the Service and will have an opportunity to agree to such changed terms or terminate your use of the Service. The most current version of this Agreement can be accessed at any time by selecting the Terms of Use link on the bottom of any page in the Service.

 

Upon any conflict between this Agreement and the Software as a Service Agreement (the “SaaS”), the terms of the SaaS shall govern and control unless this Agreement makes specific reference to a Section of the SaaS that is to be amended by this Agreement.

 

IMPORTANT INFORMATION ABOUT YOUR USE OF THE SERVICE:
YOU ARE SOLELY RESPONSIBLE FOR INVOICING AND BILLING CUSTOMERS THAT USE THE SERVICE. If a customer is not paying your invoices in a timely manner, then you have the right to terminate the Service for the customer immediately.

 

Supply Wizards does not provide any fulfillment services. All services provided through the Service are exclusively rendered or arranged for by you. You hereby acknowledge that no services rendered via the Supply Wizards site are provided by Supply Wizards. You are solely responsible for the cost of this Service as provided for in the SaaS.

 

 

• PRIVACY POLICY

 

 

PRIVACY OF YOUR PERSONAL INFORMATION

To participate in the Service, the customer must provide you and Supply Wizards with certain personal information about itself (“Personal Information”). Supply Wizards will not make Personal Information available to anyone unless the customer directs us to do so.

 

SECURITY

Personal Information will be stored using commercially reasonable practices and procedures. Personal Information stored in computer systems is protected from unauthorized access through a variety of commercially standard encryption and security technologies and procedures. Standard physical and electronic procedural safeguards are also maintained to limit access to Personal Information to Supply Wizards and your employees (or people working on behalf of Supply Wizards and/or you subject to confidentiality agreements) who, through the course of standard business activities, need to access Personal Information.

 

You will make the Service accessible to your customers as you deem appropriate and per the terms of the SaaS. Login usernames and passwords shall be provided to you for use of the Service. You should keep your login username and password strictly confidential. In no event should you share your login username or password with any third party or allow another person to access the Service using your username login and password. Please notify Supply Wizards if you have any reason to believe that your login username or password has been lost, misused, or compromised in any way. You are fully and solely responsible for any and all use of the Service using your login username and password. Supply Wizards reserves the right to revoke or deactivate your login username and password at any time and any customers’ username and password.

 

 

• LEGAL NOTICES

 

 

ACCEPTABLE USE

 

You shall not access or use the Service in an unlawful way or for an unlawful or illegitimate purpose. You shall not post or transmit: (a) a message or information under a false name or with intent to deceive; (b) information that is unlawful, libelous, defamatory, obscene, fraudulent, predatory of minors, harassing, threatening or hateful to any person; or (c) information that infringes or violates any intellectual property, privacy, or publicity right of another. You shall not attempt to disrupt the operation of the Service through use of any method such as a virus, Trojan horse, worm, time bomb, denial of service attack, flooding, or spamming. You shall not use the Service in any manner that could damage, disable, or impair Supply Wizards’ services or networks. You shall not attempt to gain unauthorized access to any user account, computer system, or network through hacking, password mining, phishing, or any other means. You shall not use any robot, scraper, or other means to access the Service.

 

OPERATION AND RECORD RETENTION

 

Supply Wizards reserves complete and sole discretion with respect to the operation of the Service. Supply Wizards may, among other things withdraw, suspend, or discontinue any functionality or feature of the Service. Supply Wizards reserves the right to maintain, delete, or destroy all communications and materials posted or uploaded to the Service.

 

LINKS

Areas of the Service may contain links to other websites. Please note that when you click on any of these links, you are entering another website for which neither Client nor Supply Wizards has responsibility or control. The inclusion of any link does not imply affiliation, endorsement, or adoption by Supply Wizards of the linked site or other information contained therein. You should read the terms and conditions and policies of all sites you link to.

 

INTELLECTUAL PROPERTY

 

All of the content available on or through the Service (“Content”) is the property of Supply Wizards or its licensors and is protected by copyright, trademark, patent, trade secret, and other intellectual property law. Supply Wizards gives you permission to display, download, store, and print the Content as provided for in the SaaS. Except as permitted in the SaaS, you shall not reproduce, retransmit, distribute, disseminate, sell, publish, broadcast, or circulate any Content to anyone. Any copy made of information obtained through the Service must include any applicable intellectual property notice, including copyright and trademark. All software and accompanying documentation made available for download from the Service is the copyrighted work of Supply Wizards or its licensors.

All Supply Wizards trade and service names, including, but not limited to “Supply Wizards” are trademarks of Supply Wizards. All other brands and names are the property of their respective owners. Nothing in the Service should be construed as granting any license or right to use any trademark displayed on this site without the express written permission of Supply Wizards or such other third-party that may own the trademark.

 

Subject to this Agreement, Supply Wizards hereby makes available to you the Service to the extent, and only to the extent, necessary to access and use the Service in accordance with this Agreement and the SaaS.

 

The use permitted herein does not permit you, and you shall not: (a) modify, translate, reverse engineer, disassemble, decompile, or create a derivative work of any part of the Service or allow a third party, whether directly or indirectly (including, but not limited to the direct or indirect use of wizards, agents, bots, or other utilities), to modify, translate, reverse engineer, disassemble, decompile, or create a derivative work of any part of the Service; or (b) transfer, distribute, sell, lease, rent, disclose, or provide access to the Service to any third party or use the Service to provide a service bureau, time sharing, or other service to a third party except as provided for in the SaaS.

 

Supply Wizards retains the ownership rights and may choose to prepare and use aggregate, de-identified meta-data that occurs on the platform, as it so desires.

 

GENERAL DISCLAIMERS

 

ACCESS TO THE SERVICE AND THE CONTENT IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST WITH ALL FAULTS AND EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SUPPLY WIZARDS DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

 

WITHOUT LIMITING THE FOREGOING, SUPPLY WIZARDS NEITHER REPRESENTS NOR WARRANTS THAT ACCESS TO THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS, IF ANY, WILL BE CORRECTED; NOR DOES SUPPLY WIZARDS MAKE ANY REPRESENTATION ABOUT THE ACCURACY, RELIABILITY, CURRENCY, QUALITY, COMPLETENESS, USEFULNESS, PERFORMANCE, SECURITY, LEGALITY, OR SUITABILITY OF THE SERVICE OR ANY OF THE CONTENT. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK.

 

YOU SHALL BE SOLELY AND FULLY RESPONSIBLE FOR ANY DAMAGE TO ANY COMPUTER SYSTEM, ANY LOSS OF DATA, AND ANY IMPROPER USE OR IMPROPER DISCLOSURE OF INFORMATION CAUSED BY YOU OR ANY PERSON USING YOUR LOGIN CODE OR PASSWORD. SUPPLY WIZARDS CANNOT AND DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY LOSS, DAMAGE, OR LIABILITY ARISING FROM THE FAILURE OF ANY TELECOMMUNICATIONS INFRASTRUCTURE OR THE INTERNET OR FOR YOUR MISUSE OF ANY OF ADVICE, IDEA, INFORMATION, INSTRUCTION, OR GUIDELINE ACCESSED THROUGH THE SERVICE.

YOU ACKNOWLEDGE THAT: (I) USE OF THE SERVICE MAY NOT BE UNINTERRUPTED OR ERROR-FREE, (II) ACCESS TO THE SERVICE MAY BE TEMPORARILY SHUT DOWN FOR ROUTINE MAINTENANCE OR RESOLUTION OF ERRORS, AND (III) SUPPLY WIZARDS IS NOT RESPONSIBLE FOR THE ACCURACY OR INTEGRITY OF ANY DATA, THIRD PARTY INFORMATION, REPORTS, OR OTHER INFORMATION GENERATED BY YOU USING THE SERVICE. YOU ASSUME ALL RISKS AS TO THE SERVICE. NO ORAL, WRITTEN, OR ELECTRONIC INFORMATION OR ADVICE SUPPLY WIZARDS OR ITS REPRESENTATIVES PROVIDES SHALL CREATE ANY WARRANTY OR REPRESENTATION.

 

LIMITATION OF LIABILITY

 

UNDER NO CIRCUMSTANCE OR LEGAL THEORY WILL SUPPLY WIZARDS OR ANY OF ITS LICENSORS OR SUPPLIERS, EVEN IF THEY HAVE BEEN ADVISED OF THE SAME, BE LIABLE FOR ANY INDIRECT, PUNITIVE, CONSEQUENTIAL, AND SPECIAL DAMAGES (WHETHER KNOWN, UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED), INCLUDING WITHOUT LIMITATION FOR PERSONAL INJURY OR WRONGFUL DEATH, LOST PROFIT, LOST DATA, OR BUSINESS INTERRUPTION ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OR USE OF (OR INABILITY TO USE) THE SOFTWARE OR OTHER PRODUCTS OR SERVICES PROVIDED BY SUPPLY WIZARDS (COLLECTIVELY, “LOSSES”). WITHOUT LIMITING THE FOREGOING, WHEN USING THE SOFTWARE, YOU ACKNOWLEDGE ON BEHALF OF YOURSELF AND YOUR ZHOTELS THAT INFORMATION WILL BE TRANSMITTED OVER MEDIA THAT MAY BE BEYOND SUPPLY WIZARDS’S CONTROL AND JURISDICTION. ACCORDINGLY, SUPPLY WIZARDS ASSUMES NO LIABILITY FOR OR RELATING TO LOSSES FOR THE DELAY, FAILURE, INTERRUPTION, OR CORRUPTION OF ANY DATA OR OTHER INFORMATION TRANSMITTED IN CONNECTION WITH THE USE OF THE SOFTWARE. ANY CLAIM ARISING IN CONNECTION WITH YOUR USE OF THE SOFTWARE OR ANY SUPPLY WIZARDS PRODUCT OR SERVICE MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE DATE OF THE EVENT GIVING RISE TO THE CLAIM OCCURRED. YOUR REMEDIES UNDER THIS AGREEMENT ARE EXCLUSIVE AND ARE LIMITED TO THOSE EXPRESSLY PROVIDED IN THE SaaS. YOU HEREBY RELEASE SUPPLY WIZARDS AND ITS LICENSORS AND SUPPLIERS FROM ALL LOSSES, AND YOU WAIVE ANY STATE OR LOCAL LAW LIMITING OR PROHIBITING THE FOREGOING OR A GENERAL LEASE.

 

AT MOST SUPPLY WIZARDS AND ITS LICENSORS AND SUPPLIERS WILL BE LIABLE ONLY TO THE EXTENT OF ACTUAL DIRECT DAMAGES INCURRED BY YOU (AND ANYONE CLAIMING THROUGH YOU) BUT NOT TO EXCEED IN THE AGGREGATE $1,000. IN NO EVENT WILL SUPPLY WIZARDS’ AND ITS LICENSORS AND SUPPLIERS’ AGGREGATE LIABILITY TO YOU IN CONNECTION WITH THIS AGREEMENT (WHETHER ARISING IN TORT, CONTRACT, OR OTHERWISE) EXCEED THE FEES PAID BY YOU TO SUPPLY WIZARDS DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

 

TERMINATION

 

You and Supply Wizards have the right (but not the obligation) to refuse to provide access to the Service to any person, agency, or organization, or to prohibit any person, agency, or organization from using the Service at any time for any reason or for no reason at all, in their discretion.

 

Your ability to terminate this Agreement and the SaaS are governed by the termination provisions of the SaaS and are incorporated herein by reference.

 

INDEMNIFICATION

 

The indemnification provisions of the SaaS shall apply and are incorporated herein by reference.

 

ELECTRONIC CONTRACTING AND NOTICES

 

Your assent to this Agreement by certifying that you have read and accept its terms and conditions constitutes your electronic signature to this Agreement. You agree that you can be sent electronic notices: (1) to the e-mail address that you provided during registration, or (2) by posting the notice on the applicable Service or otherwise through the site. The delivery of any notice to you is effective when sent, regardless of whether you read the notice when you receive it or whether you actually receive the delivery. You can withdraw your consent to receive notice electronically by providing written notice to Supply Wizards per the notice terms of the SaaS.

 

MISCELLANEOUS

 

This Agreement shall be governed by the laws of the State of Georgia without regard to its rules on conflicts or choice of law. You hereby consent to the exclusive jurisdiction of the courts of the State of Georgia for the resolution of any dispute based upon or relating to this Agreement. Upon any conflict between this Agreement and the SaaS, the terms of the SaaS shall govern and control unless this Agreement makes specific reference to a Section of the SaaS that is to be amended by this Agreement. Except as expressly provided in the SaaS, all other terms, conditions and provisions of the Agreement shall continue in full force and effect as provided therein and neither party waives any rights, or modifies or revises the parties’ obligations thereunder.

 

Any term of this Agreement which is determined to be invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability, without rendering invalid or unenforceable any of the remaining terms of this Agreement or affecting the validity or enforceability of the Agreement as a whole. Failure to insist on performance of any term of this Agreement will not operate as a waiver of any subsequent default. No waiver by Supply Wizards of any right under this Agreement will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time. You may not assign, transfer, or delegate your rights or obligations hereunder in whole or in part. This Agreement shall be binding upon and inure to the benefit of each of the parties and the parties’ respective successors and permitted assigns. Except as otherwise specifically provided herein, this Agreement may not be modified, supplemented, qualified, or interpreted except in writing signed by the parties.

 

A printed version of this Agreement and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

 

You hereby certify that you are at least eighteen years of age and possess the legal right and ability to enter into this Agreement under the name in which you have registered to use the Service. You further certify that you are physically present in the state you have designated at the time that you access the Service. You acknowledge that your ability to access and use the Service is conditional upon truthfulness of your certification of age, legal authority, and residency at the time that you access the Service.