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Terms of Service

Effective Date: 04/29/2024

These Terms of Use (“Terms of Use“), together with our Privacy Policy and any Additional Terms which might apply to certain products or services, govern your use of the Supply Scanner software for invoice digitization (the “Software“), including all interactive online websites, application, dashboard, in person interactions, and related services (collectively, the “Services“) provided to you (“User“, “you” or “your“) by Supply Scanner, LLC (“Supply Scanner”, “we“, “us” or “our“). Throughout these Terms of Use, Supply Scanner and User are referred to individually as a “Party” and collectively as the “Parties“.

BY CLICKING THE “ACCEPT” BUTTON, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT CLICK THE “ACCEPT” BUTTON AND YOU WILL HAVE NO LICENSE TO, AND MUST NOT ACCESS OR USE, THE SOFTWARE OR SERVICES.

  1. License Grant. We may offer certain portions of our Services at no charge (e.g., websites) and others (e.g., mobile applications) for a one-time fee, on a subscription basis or under any other lawful pricing structure. In all instances, our Services are not being sold to you; rather, you are being granted a limited license to use our Services. In addition, the license to use of any of our paid Services does not necessarily transfer across operating systems and/or different equipment (e.g., mobile devices, computers, etc.). Subject to your compliance with these Terms of Use, Supply Scanner hereby grants you a non-exclusive, non-transferable, non-sublicensable, license to use the Software.
  2. Use Restrictions. You shall not, directly or indirectly:
    1. use the Software or Services except as set forth in Section 1;
    2. copy the Software or Services, in whole or in part;
    3. modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Software or any part thereof;
    4. combine the Software or any part thereof with, or incorporate the Software or any part thereof in, any other programs;
    5. reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Software or any part thereof;
    6. remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices included on or in the Software or Services, including any copy thereof;
    7. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise provide any access to or use of the Software or any features or functionality of the Software, for any reason, to any other person or entity, including any subcontractor, independent contractor, affiliate, or service provider, whether or not over a network and whether or not on a hosted basis, including in connection with the internet, web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service;
    8. use the Software or Services in violation of any law, regulation, or rule, including without limitation any data protection or artificial intelligence (AI) laws;
    9. use the Software or Services for purposes of competitive analysis of the Software, the development of a competing software product or service, or any other purpose that is to the Supply Scanner’s commercial disadvantage;
    10. use an automatic device (such as a robot or spider) or manual process to copy or “scrape” the Services or Service Content (defined below) for any purpose without our express written permission;
    11. collect or harvest any Personal Information (as defined below) or non-personal information from our Services including, without limitation, usernames, passwords, email addresses;
    12. attempt to or interfere with the proper working of our Software or Services or impair, overburden, or disable the same;
    13. use network-monitoring software to determine architecture of or extract usage data from our Services; or
    14. engage in any conduct that restricts or inhibits any other user from using or enjoying our Services.
  3. Communications. Our Services may include sending you promotional e-mails/newsletters. These are typically recurring message programs that, upon registration, results in messages being automatically sent to you until you unsubscribe. You may opt-out of receiving our e-mails/newsletters by using the options included in the communications we send you (e.g., using the “Unsubscribe” feature provided in the footer of our emails). To receive any of these communications from us, you will be required to register and provide certain information about you (e.g., full name, street address, e-mail address, mobile number, etc.). Our use of the information you provide is governed by our Privacy Policy.
  4. Collection and Use of Information.
    1. Supply Scanner may, directly or indirectly through the services of others, collect and store information regarding use of the Software and about equipment on which the Software is installed or through which it otherwise is accessed and used, by means of providing maintenance and support services (collectively, “Analytics Data“).
    2. You agree that the Supply Scanner may use Analytics Data for any purpose related to any use of the Software by you, including but not limited to (i) improving the performance of the Software or developing updates; (ii) verifying compliance with the terms of this Agreement and enforcing Supply Scanner’s rights, including all intellectual property rights in and to the Software; and (iii) creating variance reports and other reporting as Supply Scanner deems necessary to satisfy its business purpose.
    3. Supply Scanner does not own any of User’s Personal Information. “Personal Information” means any information that is about you, such as your name, email address, contact information, and anything else that tells someone something about you. Analytics Data could be derived from Personal Information, but the Analytics Data is not considered Personal Information, as the Analytics Data will not directly or indirectly reveal User’s identity.
    4. By sharing the Analytics Data with us through the Services or any other interaction with Supply Scanner, or by authorizing a third-party to share the information with us, you represent and warrant that you have the legal right and all necessary legal consents to share the Analytics Data with us or to cause such information to be shared with us.
  5. Intellectual Property Rights.
    1. You acknowledge that the Software is provided under license, and not sold, to you. You do not acquire any ownership interest in the Software under this Agreement, or any other rights to the Software other than to use the Software in accordance with the license granted under this Agreement, subject to all terms, conditions, and restrictions. Supply Scanner reserves and shall retain its entire right, title, and interest in and to the Software and all intellectual property rights arising out of or relating to the Software, subject to the license expressly granted to the User in this Agreement. You shall safeguard all Software (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access.
    2. Our Services and associated content (and any derivative works or enhancements of the same) including, but not limited to, all text, illustrations, files, images, software, scripts, graphics, photos, sounds, music, videos, information, content, materials, products, services, URLs, technology, documentation, and interactive features included with or available through our Services and all intellectual property rights to the same, including, without limitation, all trademarks, service marks, trade names and trade dress that may appear in our Services are owned by us, our licensors, our affiliates, or identified third parties (collectively, the “Service Content“). Except for the limited use rights granted to you in these Terms of Use, you shall not acquire any right, title or interest in our Services or any Service Content. Any rights not expressly granted in these Terms of Use are expressly reserved.
    3. Except as expressly permitted in these Terms of Use or as we may otherwise permit, you may not use, reproduce, duplicate, distribute, create derivative works based upon, publicly display, publicly perform, publish, transmit, or otherwise exploit Service Content for any purpose whatsoever without obtaining prior written consent from us or, in the case third-party content, its applicable owner. In certain instances, we may suggest, ask, or otherwise permit you to download, install or print Service Content. In such a case, you may do so only in the manner authorized and for your non-commercial use only. You acknowledge that you do not acquire any ownership rights by downloading, installing, or printing Service Content. You acknowledge that Supply Scanner reserves the right to discontinue the Services, in whole or in part, at any time. When using our Services, you agree to comply with all applicable federal, state, and local laws including, without limitation, copyright law.
  6. Third Party Links. If the Services contain links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to these Services, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
  7. User Content. We may now or in the future permit users to post, upload, transmit through, or otherwise make available through our Services (collectively, “submit”) document or pdf files, messages, text, illustrations, data, files, images, graphics, photos, comments, sounds, music, videos, information, content, and/or other materials (“User Content”). You grant us the right to store, display, and make available such User Content consistent with the functionality of the Services provided to you. You retain all right, title, and interest in your User Content, except for the rights expressly granted herein. You represent and warrant that you (a) will comply with all applicable laws and will ensure your User Content so complies; (b) will not submit any User Content which infringes or misappropriates any third-party intellectual property rights, including without limitation any trade secret rights; and (c) will not submit any User Content which contains any Personal Information except to the extent otherwise requested by us. We will not request, and you agree that under no circumstances will you submit, any sensitive Personal Information to our Services.
  8. Indemnification. You agree to indemnify and hold harmless Supply Scanner and its officers, directors, employees, parents, partners, successors, agents, distribution partners, affiliates, subsidiaries, and their related companies (collectively, the “Supply Scanner Parties“) from and against any and all claims, liabilities, losses, damages, obligations, costs and expenses (including reasonable attorneys’ fees and costs) arising out of, related to, or that may arise in connection with: (a) your use of our Software or Services; (b) content or information provided by you or through use of your account; (c) any actual or alleged violation or breach by you of these Terms of Use; (d) any actual or alleged breach of any representation, warranty, or covenant that you have made to us; or (e) your acts or omissions. You agree to cooperate fully with us in the defense of any claim that is the subject of your obligations hereunder.
  9. Disclaimer of Warranties.  YOU EXPRESSLY AGREE THAT USE OF OUR SERVICES IS AT YOUR SOLE RISK. OUR SERVICES AND SERVICE CONTENT (INCLUDING SOFTWARE) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE SUPPLY SCANNER PARTIES DISCLAIM ANY AND ALL WARRANTIES INCLUDING ANY: (a) WARRANTIES THAT OUR SERVICES WILL MEET YOUR REQUIREMENTS; (b) WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, TIMELINESS, OR INFORMATIONAL CONTENT OF OUR SERVICES OR SERVICE CONTENT; (c) WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE; (d) WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED OR ACCESSED THROUGH OUR SERVICES; (e) WARRANTIES CONCERNING THE ACCURACY OR RELIABILITY OF THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF OUR SERVICES; (f) WARRANTIES THAT YOUR USE OF OUR SERVICES WILL BE SECURE OR UNINTERRUPTED; AND (g) WARRANTIES THAT ERRORS IN OUR SERVICES OR SERVICE CONTENT (INCLUDING SOFTWARE) WILL BE CORRECTED.
  10. Limitation on Liability.
    1. UNDER NO CIRCUMSTANCES SHALL ANY OF THE SUPPLY SCANNER PARTIES BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH OUR SERVICES OR THESE TERMS OF USE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH OUR SERVICES INCLUDING, WITHOUT LIMITATION, SERVICE CONTENT IS TO STOP USING OUR SERVICES. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF GOODS RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH OUR SERVICES OR ANY LINKS PLACED IN OUR SERVICES, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH OUR SERVICES OR ANY LINKS PLACED IN OUR SERVICES. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY CONTENT POSTED BY A THIRD-PARTY OR CONDUCT OF A THIRD-PARTY USING OUR SERVICES.
    2. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF ALL OF THE SUPPLY SCANNER PARTIES EXCEED THE LESSER OF THE TOTAL PAYMENTS RECEIVED FROM YOU BY SUPPLY SCANNER DURING THE PRECEDING TWELVE (12) MONTH PERIOD OR $100. FURTHERMORE, YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH ANY OF OUR SERVICES OR THESE TERMS OF USE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.
    3. In some jurisdictions limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitations may not apply to you. These limitations shall apply to the fullest extent permitted by law.
  11. Termination.
    1. We reserve the right in our sole discretion and at any time to terminate or suspend your account and/or block your use of our Services for any reason including, without limitation if you have failed to comply with the letter and spirit of these Terms of Use. You agree that Supply Scanner is not liable to you or any third party for any termination or suspension of your account or for blocking your use of our Services, including without limitation the Software.
    2. Any suspension or termination shall not affect your obligations to us under these Terms of Use. The provisions of these Terms of Use which by their nature should survive the suspension or termination of your account or these Terms of Use shall survive including, but not limited to the rights and licenses that you have granted hereunder, indemnities, releases, disclaimers, limitations on liability, provisions related to choice of law, and all of the provisions under “Miscellaneous.”
  12. Export Regulation. The Software may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re -export, or release the Software to, or make the Software or Services accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Software available outside the US.
  13. Choice of Law; Jurisdiction and Venue. These Terms of Use shall be construed in accordance with the laws of the State of Texas without regard to its conflict of laws rules. Any legal proceedings against Supply Scanner that may arise out of, relate to, or be in any way connected with our Services or these Terms of Use shall be brought exclusively in the state or federal courts applicable to Harris County, Texas and you waive any jurisdictional, venue, or inconvenient forum objections to such courts.
  14. Dispute Resolution and Mandatory Arbitration.
    1. We each agree to first contact each other with any disputes and provide a written description of the problem, all relevant documents/information, and the proposed resolution. You agree to contact us with disputes by contacting us at Supply Scanner, LLC, Attention: Legal Department 20222 Liberty Run Dr Cypress, TX 7743. We will contact you based on the contact information you have provided us.
    2. If after 30 days the Parties are unable to resolve any dispute raised under the previous provision, the dispute may only be submitted to arbitration consistent with this Section. The Parties understand that they would have had a right or opportunity to litigate disputes through a court and to have a judge or jury decide their case, but they choose to have any disputes resolved through arbitration.
    3. We each agree that any claim or dispute between us, and any claim by either of us against any agent, employee, successor, or assign of the other, including, to the full extent permitted by applicable law, third parties who are not signatories to this agreement, whether related to this agreement or otherwise, including past, present, and future claims and disputes, and including any dispute as to the validity or applicability of this arbitration clause, shall be resolved by binding arbitration administered by the JAMS under its rules and procedures in effect when the claim is filed. The rules and procedures and other information, including information on fees, may be obtained from JAMS’ website (www.jamsadr.com) or by calling JAMS at 949-224-1810.
    4. We are entering into this arbitration agreement in connection with a transaction involving interstate commerce. Accordingly, this arbitration agreement and any proceedings thereunder shall be governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1-16. Any award by the arbitrator(s) may be entered as a judgment in any court having jurisdiction.
    5. Either of us may bring qualifying claims in small claims court. Further, as set forth below, we each agree that any arbitration will be solely between you and Supply Scanner, not as part of a class-wide claim (i.e., not brought on behalf of or together with another individual’s claim). If for any reason any court or arbitrator holds that this restriction is unconscionable or unenforceable, then our agreement to arbitrate doesn’t apply and the class-wide dispute must be brought in court.
  15. NO CLASS ACTIONS. TO THE EXTENT ALLOWED BY LAW, WE EACH WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CLASS-WIDE BASIS; THAT IS, TO EITHER JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY, OR TO ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE, IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.
  16. NO TRIAL BY JURY. TO THE EXTENT ALLOWED BY LAW, WE EACH WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.
  17. Amendment; Additional Terms.
    1. We reserve the right in our sole discretion and at any time and for any reason, to modify or discontinue any aspect or feature of our Services or to modify these Terms of Use. In addition, we reserve the right to provide you with operating rules or additional terms that may govern your use of our Services generally, unique of our Services, or both (“Additional Terms“). To the extent any Additional Terms conflict with these Terms of Use, the Additional Terms will control.
    2. Modifications to these Terms of Use or Additional Terms will be effective immediately upon notice, either by posting on the Services or notification by email. It is your responsibility to review the Terms of Use from time to time for any changes or Additional Terms. Your access and use of our Services following any modification of these Terms of Use, or the provision of Additional Terms will signify your assent to and acceptance of the same. If you object to any subsequent revision to the Terms of Use or to any Additional Terms, immediately discontinue use of our Services and, if applicable, terminate your account.
  18. Miscellaneous.
    1. No waiver by either Party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import.
    2. Except where specifically stated otherwise, if any part of these Terms of Use is unlawful or unenforceable for any reason, we both agree that only that part of the Terms of Use shall be stricken and that the remaining terms in the Terms of Use shall not be affected. So, for example, if a provision in these terms is found to be unenforceable, we agree an arbitrator (or, if permitted, a court) shall only strike that provision and that the remaining terms of these Terms of Use shall remain in force.
    3. Where we have provided you with a translation of the English language version of these Terms of Use, our Privacy Policy, or Additional Terms, you agree that the translation is provided for your convenience only and that the English version governs your relationship with us. The English language version takes precedence if there is any contradiction between the English and translated versions.
    4. These Terms of Use (including the Privacy Policy and any Additional Terms incorporated by reference) constitute the entire agreement of the Parties with respect to the subject matter hereof and supersede all previous written or oral agreements between us with respect to such subject matter.
    5. You may not assign these Terms of Use or assign any rights or delegate any obligations hereunder, in whole or in part, without our prior written consent. Any such purported assignment or delegation by you without the appropriate prior written consent will be null and void and of no force and effect. We may assign these Terms of Use or any rights hereunder without your consent and without notice.

0156671.0784387 4863-1425-9381v1

Effective Date: 04/29/2024

These Terms of Use (“Terms of Use“), together with our Privacy Policy and any Additional Terms which might apply to certain products or services, govern your use of the Supply Scanner software for invoice digitization (the “Software“), including all interactive online websites, application, dashboard, in person interactions, and related services (collectively, the “Services“) provided to you (“User“, “you” or “your“) by Supply Scanner, LLC (“Supply Scanner”, “we“, “us” or “our“). Throughout these Terms of Use, Supply Scanner and User are referred to individually as a “Party” and collectively as the “Parties“.

BY CLICKING THE “ACCEPT” BUTTON, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT CLICK THE “ACCEPT” BUTTON AND YOU WILL HAVE NO LICENSE TO, AND MUST NOT ACCESS OR USE, THE SOFTWARE OR SERVICES.

  1. License Grant. We may offer certain portions of our Services at no charge (e.g., websites) and others (e.g., mobile applications) for a one-time fee, on a subscription basis or under any other lawful pricing structure. In all instances, our Services are not being sold to you; rather, you are being granted a limited license to use our Services. In addition, the license to use of any of our paid Services does not necessarily transfer across operating systems and/or different equipment (e.g., mobile devices, computers, etc.). Subject to your compliance with these Terms of Use, Supply Scanner hereby grants you a non-exclusive, non-transferable, non-sublicensable, license to use the Software.
  2. Use Restrictions. You shall not, directly or indirectly:
    1. use the Software or Services except as set forth in Section 1;
    2. copy the Software or Services, in whole or in part;
    3. modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Software or any part thereof;
    4. combine the Software or any part thereof with, or incorporate the Software or any part thereof in, any other programs;
    5. reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Software or any part thereof;
    6. remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices included on or in the Software or Services, including any copy thereof;
    7. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise provide any access to or use of the Software or any features or functionality of the Software, for any reason, to any other person or entity, including any subcontractor, independent contractor, affiliate, or service provider, whether or not over a network and whether or not on a hosted basis, including in connection with the internet, web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service;
    8. use the Software or Services in violation of any law, regulation, or rule, including without limitation any data protection or artificial intelligence (AI) laws;
    9. use the Software or Services for purposes of competitive analysis of the Software, the development of a competing software product or service, or any other purpose that is to the Supply Scanner’s commercial disadvantage;
    10. use an automatic device (such as a robot or spider) or manual process to copy or “scrape” the Services or Service Content (defined below) for any purpose without our express written permission;
    11. collect or harvest any Personal Information (as defined below) or non-personal information from our Services including, without limitation, usernames, passwords, email addresses;
    12. attempt to or interfere with the proper working of our Software or Services or impair, overburden, or disable the same;
    13. use network-monitoring software to determine architecture of or extract usage data from our Services; or
    14. engage in any conduct that restricts or inhibits any other user from using or enjoying our Services.
  3. Communications. Our Services may include sending you promotional e-mails/newsletters. These are typically recurring message programs that, upon registration, results in messages being automatically sent to you until you unsubscribe. You may opt-out of receiving our e-mails/newsletters by using the options included in the communications we send you (e.g., using the “Unsubscribe” feature provided in the footer of our emails). To receive any of these communications from us, you will be required to register and provide certain information about you (e.g., full name, street address, e-mail address, mobile number, etc.). Our use of the information you provide is governed by our Privacy Policy.
  4. Collection and Use of Information.
    1. Supply Scanner may, directly or indirectly through the services of others, collect and store information regarding use of the Software and about equipment on which the Software is installed or through which it otherwise is accessed and used, by means of providing maintenance and support services (collectively, “Analytics Data“).
    2. You agree that the Supply Scanner may use Analytics Data for any purpose related to any use of the Software by you, including but not limited to (i) improving the performance of the Software or developing updates; (ii) verifying compliance with the terms of this Agreement and enforcing Supply Scanner’s rights, including all intellectual property rights in and to the Software; and (iii) creating variance reports and other reporting as Supply Scanner deems necessary to satisfy its business purpose.
    3. Supply Scanner does not own any of User’s Personal Information. “Personal Information” means any information that is about you, such as your name, email address, contact information, and anything else that tells someone something about you. Analytics Data could be derived from Personal Information, but the Analytics Data is not considered Personal Information, as the Analytics Data will not directly or indirectly reveal User’s identity.
    4. By sharing the Analytics Data with us through the Services or any other interaction with Supply Scanner, or by authorizing a third-party to share the information with us, you represent and warrant that you have the legal right and all necessary legal consents to share the Analytics Data with us or to cause such information to be shared with us.
  5. Intellectual Property Rights.
    1. You acknowledge that the Software is provided under license, and not sold, to you. You do not acquire any ownership interest in the Software under this Agreement, or any other rights to the Software other than to use the Software in accordance with the license granted under this Agreement, subject to all terms, conditions, and restrictions. Supply Scanner reserves and shall retain its entire right, title, and interest in and to the Software and all intellectual property rights arising out of or relating to the Software, subject to the license expressly granted to the User in this Agreement. You shall safeguard all Software (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access.
    2. Our Services and associated content (and any derivative works or enhancements of the same) including, but not limited to, all text, illustrations, files, images, software, scripts, graphics, photos, sounds, music, videos, information, content, materials, products, services, URLs, technology, documentation, and interactive features included with or available through our Services and all intellectual property rights to the same, including, without limitation, all trademarks, service marks, trade names and trade dress that may appear in our Services are owned by us, our licensors, our affiliates, or identified third parties (collectively, the “Service Content“). Except for the limited use rights granted to you in these Terms of Use, you shall not acquire any right, title or interest in our Services or any Service Content. Any rights not expressly granted in these Terms of Use are expressly reserved.
    3. Except as expressly permitted in these Terms of Use or as we may otherwise permit, you may not use, reproduce, duplicate, distribute, create derivative works based upon, publicly display, publicly perform, publish, transmit, or otherwise exploit Service Content for any purpose whatsoever without obtaining prior written consent from us or, in the case third-party content, its applicable owner. In certain instances, we may suggest, ask, or otherwise permit you to download, install or print Service Content. In such a case, you may do so only in the manner authorized and for your non-commercial use only. You acknowledge that you do not acquire any ownership rights by downloading, installing, or printing Service Content. You acknowledge that Supply Scanner reserves the right to discontinue the Services, in whole or in part, at any time. When using our Services, you agree to comply with all applicable federal, state, and local laws including, without limitation, copyright law.
  6. Third Party Links. If the Services contain links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to these Services, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
  7. User Content. We may now or in the future permit users to post, upload, transmit through, or otherwise make available through our Services (collectively, “submit”) document or pdf files, messages, text, illustrations, data, files, images, graphics, photos, comments, sounds, music, videos, information, content, and/or other materials (“User Content”). You grant us the right to store, display, and make available such User Content consistent with the functionality of the Services provided to you. You retain all right, title, and interest in your User Content, except for the rights expressly granted herein. You represent and warrant that you (a) will comply with all applicable laws and will ensure your User Content so complies; (b) will not submit any User Content which infringes or misappropriates any third-party intellectual property rights, including without limitation any trade secret rights; and (c) will not submit any User Content which contains any Personal Information except to the extent otherwise requested by us. We will not request, and you agree that under no circumstances will you submit, any sensitive Personal Information to our Services.
  8. Indemnification. You agree to indemnify and hold harmless Supply Scanner and its officers, directors, employees, parents, partners, successors, agents, distribution partners, affiliates, subsidiaries, and their related companies (collectively, the “Supply Scanner Parties“) from and against any and all claims, liabilities, losses, damages, obligations, costs and expenses (including reasonable attorneys’ fees and costs) arising out of, related to, or that may arise in connection with: (a) your use of our Software or Services; (b) content or information provided by you or through use of your account; (c) any actual or alleged violation or breach by you of these Terms of Use; (d) any actual or alleged breach of any representation, warranty, or covenant that you have made to us; or (e) your acts or omissions. You agree to cooperate fully with us in the defense of any claim that is the subject of your obligations hereunder.
  9. Disclaimer of Warranties.  YOU EXPRESSLY AGREE THAT USE OF OUR SERVICES IS AT YOUR SOLE RISK. OUR SERVICES AND SERVICE CONTENT (INCLUDING SOFTWARE) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE SUPPLY SCANNER PARTIES DISCLAIM ANY AND ALL WARRANTIES INCLUDING ANY: (a) WARRANTIES THAT OUR SERVICES WILL MEET YOUR REQUIREMENTS; (b) WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, TIMELINESS, OR INFORMATIONAL CONTENT OF OUR SERVICES OR SERVICE CONTENT; (c) WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE; (d) WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED OR ACCESSED THROUGH OUR SERVICES; (e) WARRANTIES CONCERNING THE ACCURACY OR RELIABILITY OF THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF OUR SERVICES; (f) WARRANTIES THAT YOUR USE OF OUR SERVICES WILL BE SECURE OR UNINTERRUPTED; AND (g) WARRANTIES THAT ERRORS IN OUR SERVICES OR SERVICE CONTENT (INCLUDING SOFTWARE) WILL BE CORRECTED.
  10. Limitation on Liability.
    1. UNDER NO CIRCUMSTANCES SHALL ANY OF THE SUPPLY SCANNER PARTIES BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH OUR SERVICES OR THESE TERMS OF USE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH OUR SERVICES INCLUDING, WITHOUT LIMITATION, SERVICE CONTENT IS TO STOP USING OUR SERVICES. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF GOODS RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH OUR SERVICES OR ANY LINKS PLACED IN OUR SERVICES, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH OUR SERVICES OR ANY LINKS PLACED IN OUR SERVICES. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY CONTENT POSTED BY A THIRD-PARTY OR CONDUCT OF A THIRD-PARTY USING OUR SERVICES.
    2. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF ALL OF THE SUPPLY SCANNER PARTIES EXCEED THE LESSER OF THE TOTAL PAYMENTS RECEIVED FROM YOU BY SUPPLY SCANNER DURING THE PRECEDING TWELVE (12) MONTH PERIOD OR $100. FURTHERMORE, YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH ANY OF OUR SERVICES OR THESE TERMS OF USE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.
    3. In some jurisdictions limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitations may not apply to you. These limitations shall apply to the fullest extent permitted by law.
  11. Termination.
    1. We reserve the right in our sole discretion and at any time to terminate or suspend your account and/or block your use of our Services for any reason including, without limitation if you have failed to comply with the letter and spirit of these Terms of Use. You agree that Supply Scanner is not liable to you or any third party for any termination or suspension of your account or for blocking your use of our Services, including without limitation the Software.
    2. Any suspension or termination shall not affect your obligations to us under these Terms of Use. The provisions of these Terms of Use which by their nature should survive the suspension or termination of your account or these Terms of Use shall survive including, but not limited to the rights and licenses that you have granted hereunder, indemnities, releases, disclaimers, limitations on liability, provisions related to choice of law, and all of the provisions under “Miscellaneous.”
  12. Export Regulation. The Software may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re -export, or release the Software to, or make the Software or Services accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Software available outside the US.
  13. Choice of Law; Jurisdiction and Venue. These Terms of Use shall be construed in accordance with the laws of the State of Texas without regard to its conflict of laws rules. Any legal proceedings against Supply Scanner that may arise out of, relate to, or be in any way connected with our Services or these Terms of Use shall be brought exclusively in the state or federal courts applicable to Harris County, Texas and you waive any jurisdictional, venue, or inconvenient forum objections to such courts.
  14. Dispute Resolution and Mandatory Arbitration.
    1. We each agree to first contact each other with any disputes and provide a written description of the problem, all relevant documents/information, and the proposed resolution. You agree to contact us with disputes by contacting us at Supply Scanner, LLC, Attention: Legal Department 20222 Liberty Run Dr Cypress, TX 7743. We will contact you based on the contact information you have provided us.
    2. If after 30 days the Parties are unable to resolve any dispute raised under the previous provision, the dispute may only be submitted to arbitration consistent with this Section. The Parties understand that they would have had a right or opportunity to litigate disputes through a court and to have a judge or jury decide their case, but they choose to have any disputes resolved through arbitration.
    3. We each agree that any claim or dispute between us, and any claim by either of us against any agent, employee, successor, or assign of the other, including, to the full extent permitted by applicable law, third parties who are not signatories to this agreement, whether related to this agreement or otherwise, including past, present, and future claims and disputes, and including any dispute as to the validity or applicability of this arbitration clause, shall be resolved by binding arbitration administered by the JAMS under its rules and procedures in effect when the claim is filed. The rules and procedures and other information, including information on fees, may be obtained from JAMS’ website (www.jamsadr.com) or by calling JAMS at 949-224-1810.
    4. We are entering into this arbitration agreement in connection with a transaction involving interstate commerce. Accordingly, this arbitration agreement and any proceedings thereunder shall be governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1-16. Any award by the arbitrator(s) may be entered as a judgment in any court having jurisdiction.
    5. Either of us may bring qualifying claims in small claims court. Further, as set forth below, we each agree that any arbitration will be solely between you and Supply Scanner, not as part of a class-wide claim (i.e., not brought on behalf of or together with another individual’s claim). If for any reason any court or arbitrator holds that this restriction is unconscionable or unenforceable, then our agreement to arbitrate doesn’t apply and the class-wide dispute must be brought in court.
  15. NO CLASS ACTIONS. TO THE EXTENT ALLOWED BY LAW, WE EACH WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CLASS-WIDE BASIS; THAT IS, TO EITHER JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY, OR TO ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE, IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.
  16. NO TRIAL BY JURY. TO THE EXTENT ALLOWED BY LAW, WE EACH WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.
  17. Amendment; Additional Terms.
    1. We reserve the right in our sole discretion and at any time and for any reason, to modify or discontinue any aspect or feature of our Services or to modify these Terms of Use. In addition, we reserve the right to provide you with operating rules or additional terms that may govern your use of our Services generally, unique of our Services, or both (“Additional Terms“). To the extent any Additional Terms conflict with these Terms of Use, the Additional Terms will control.
    2. Modifications to these Terms of Use or Additional Terms will be effective immediately upon notice, either by posting on the Services or notification by email. It is your responsibility to review the Terms of Use from time to time for any changes or Additional Terms. Your access and use of our Services following any modification of these Terms of Use, or the provision of Additional Terms will signify your assent to and acceptance of the same. If you object to any subsequent revision to the Terms of Use or to any Additional Terms, immediately discontinue use of our Services and, if applicable, terminate your account.
  18. Miscellaneous.
    1. No waiver by either Party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import.
    2. Except where specifically stated otherwise, if any part of these Terms of Use is unlawful or unenforceable for any reason, we both agree that only that part of the Terms of Use shall be stricken and that the remaining terms in the Terms of Use shall not be affected. So, for example, if a provision in these terms is found to be unenforceable, we agree an arbitrator (or, if permitted, a court) shall only strike that provision and that the remaining terms of these Terms of Use shall remain in force.
    3. Where we have provided you with a translation of the English language version of these Terms of Use, our Privacy Policy, or Additional Terms, you agree that the translation is provided for your convenience only and that the English version governs your relationship with us. The English language version takes precedence if there is any contradiction between the English and translated versions.
    4. These Terms of Use (including the Privacy Policy and any Additional Terms incorporated by reference) constitute the entire agreement of the Parties with respect to the subject matter hereof and supersede all previous written or oral agreements between us with respect to such subject matter.
    5. You may not assign these Terms of Use or assign any rights or delegate any obligations hereunder, in whole or in part, without our prior written consent. Any such purported assignment or delegation by you without the appropriate prior written consent will be null and void and of no force and effect. We may assign these Terms of Use or any rights hereunder without your consent and without notice.

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