Welcome and thank you for your interest in SuppleStack, Inc. (“SuppCo”, “we”, “us” or “our”). This Terms of Use Agreement (“Terms of Use”, and together with any applicable Supplemental Terms (as defined below), the “Agreement”) describes the terms and conditions that apply to your use of (i) the website located at Supp.co and its subdomains and any of SuppCo’s other websites on which a link to these Terms of Use appears (collectively, the “Website”), (ii) any mobile application(s) that we offer subject to these Terms of Use (each, an “Application”), and (iii) the products, services, content, and other resources available on or enabled via our Website (collectively, with our Website or any Application, the “Services”).
Please read this Agreement carefully. This Agreement governs the use of the Services and applies to all users visiting or accessing the Services. By accessing or using the Services in any way, accepting this Agreement by clicking on the “I Accept” button, completing the account registration process, browsing the Website, or downloading the Application, you represent that: (1) you have read, understand, and agree to be bound by this Agreement; (2) you are of at least eighteen (18) years of age; and (3) you are not barred from using the Services under the laws of the United States, your place of residence or any other applicable jurisdiction; and (4) you have the authority to enter into this Agreement. If you do not agree to be bound by this Agreement, you may not access or use the Services.
Section 14 (Arbitration Agreement) contains provisions that govern how to resolve disputes between you and SuppCo. Among other things, Section 14 (Arbitration Agreement) includes an agreement to arbitrate which requires, with limited exceptions, that all disputes between you and us shall be resolved by binding and final arbitration. Section 14 also contains a class action and jury trial waiver. Please read Section 14 (Arbitration Agreement) carefully.
Unless you opt out of the Arbitration Agreement (as defined in Section 14) within thirty (30) days in accordance with Section 14.10 (30-day right to opt out): (1) you will only be permitted to pursue disputes or claims and seek relief against us on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding, and you waive your right to participate in a class action lawsuit or class-wide arbitration; and (2) you are waiving your right to pursue disputes or claims and seek relief in a court of law and to have a jury trial.
The Agreement is subject to change by SuppCo in its sole discretion at any time as set forth in Section 15.4 (Agreement Updates).
1. OUR SERVICES. SuppCo is an online platform that allows people motivated by health and wellness to track and share their supplement regimen and preferred products with a like-minded community to help achieve health goals. The Services and the information and content available on the Services are protected by applicable intellectual property (including copyright) laws. Subject to your compliance with this Agreement, SuppCo grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the Application on a single device through which you access or use the Services, that you own or control and to run such copy of the Application solely for your own personal purposes. Your use of, and participation in, certain features and functionality of the Services may be subject to additional terms (“Supplemental Terms”). Such Supplemental Terms will either be set forth in the applicable supplemental Services or will be presented to you for your acceptance when you sign up to use the supplemental Services. If these Terms of Use are inconsistent with the Supplemental Terms, then the Supplemental Terms control with respect to such supplemental Services. You understand that the Services are evolving. As a result, SuppCo may require you to accept updates to the Services. SuppCo may require you to install updates to the Applications that you have installed on the devices through which you access or use the Services. You acknowledge and agree that SuppCo may update the Services with or without notifying you. You may need to update third-party software from time to time in order to continue to use the Services. Any future release, update or other addition to the Services shall be subject to this Agreement.
2. REGISTRATION . In order to access certain features of the Services, you will be required to register an account on the Services (“Account”). To register an account on the Services, you may either authenticate through using Apple 0Auth or Google Auth0, or directly by creating one on the Website, you represent that you are at least eighteen (18) years old, and you shall (i) provide true, accurate, current, and complete information about yourself as prompted by the registration form (the “Registration Data”), and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. You are responsible for all activities that occur under your Account. You shall restrict use of your Account by others, including minors, and accept full responsibility for any unauthorized use of the Services by minors. If you provide any information that SuppCo has reasonable grounds to suspect that any information you provide is untrue, inaccurate, incomplete or not current, SuppCo has the right to suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof). You shall not have more than one Account at any given time. SuppCo reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the Services if you have been previously removed by SuppCo, or if you have been previously banned from any of the Services.
3. SUPPCO COMMUNICATIONS. By entering into this Agreement or using the Services, and providing us with your contact information, you agree to receive communications from us, including via e-mail or push notifications. Communications from us and our affiliated companies may include but are not limited to: operational communications concerning your Account or the use of the Services, updates concerning new and existing features on the Services, communications concerning promotions run by us or our third-party partners, news concerning SuppCo and industry developments, and other marketing messages. If you wish to opt out of promotional emails, you can unsubscribe from our promotional email list by following the unsubscribe options in the promotional email itself, or by contacting SuppCo.
4. RESPONSIBILITY FOR CONTENT AND USER CONDUCT.
4.1 Content. You acknowledge that any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Services (collectively, “Content”), are the sole responsibility of the party from whom such Content originated. This means that you, and not SuppCo, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available through the Services (“Your Content”), and that other users of the Services, and not SuppCo, are similarly responsible for all Content that they make available through the Services (“User Content”). SuppCo does not claim ownership of Your Content. However, when you make available any Content on or to the Services, you represent that you own and/or have sufficient rights to Your Content to grant the license set forth in Section 5.3 (License to Your Content). By submitting Your Content to your profile, any forums, comments, or any other area on the Services, you hereby expressly permit SuppCo to identify you by your username (which may be a pseudonym) as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content. You acknowledge receipt of the SuppCo Privacy Policy.
4.2 Public Access. General members of the public do not need to be signed in to view some content on SuppCo. They may also find SuppCo content on other websites, such as from search query results displayed on Internet search engines. Unless you specifically opt out through the Services, your profile will be set to public and will be viewable by other users of the Services and potentially the public. However, certain features and functionality of the Services may enable you to specify the level at which the Services restrict access to Your Content. In such cases, you are solely responsible for applying the appropriate level of access to Your Content. If you do not choose a level of access, the system may default to its most permissive setting.
4.3 User Conduct. As a condition of use, you agree not to use the Services for any purpose that is prohibited by this Agreement or by applicable law. You shall not (and shall not permit any third party) to: (i) license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services or any portion of the Services; (ii) frame or utilize framing techniques to enclose any trademark or logo located on the Services or any other portion of the Services (including images, text, page layout or form); (iii) use any metatags or other “hidden text” using SuppCo’s name or trademarks; (iv) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (v) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools, or the like) to “scrape” or download data from any web pages contained in the Services; (vi) impersonate any person or entity, including any employee or representative of SuppCo; (vii) interfere with or attempts to interfere with the proper functioning of the Services or use the Services in any way not expressly permitted by this Agreement, including but not limited to violating or attempting to violate any security features of the Services, introducing viruses, worms, or similar harmful code into the Services, or interfering or attempting to interfere with use of the Services by any other user, host, or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Services; or (viii) take any action or make available any Content on or through the Services that: (a) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, offensive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (b) constitutes unauthorized or unsolicited advertising, junk or bulk email; or (c) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without SuppCo’s prior written consent. Furthermore, Your Content in your profile may not contain nudity, violence, sexually explicit, or offensive subject matter as determined by SuppCo in its sole discretion. You may not post or make available a photograph of another person without that person’s permission.
4.4 Investigations. SuppCo may, but is not obligated to, investigate, monitor, pre-screen, remove, refuse, or review the Services and/or Content, including Your Content and User Content, at any time. You hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications, and that SuppCo may remove or refuse to post any of Your Content for any or no reason in our sole discretion.
4.5 Interactions with Other Users. You are solely responsible for your interactions with other users of the Services and any other parties with whom you interact through the Services; provided, however, that SuppCo reserves the right, but has no obligation, to intercede in any disputes between you and any other users. You agree that SuppCo will not be responsible for any liability incurred as the result of your interactions with other users. SuppCo is not responsible for and does not control User Content. SuppCo does not approve or endorse, or make any representations or warranties with respect to, User Content. You use all User Content and interact with other users at your own risk.
5. OWNERSHIP.
5.1 The Services. Except with respect to Your Content, you agree that SuppCo and its suppliers or licensors own all rights, title and interest in the Services (including but not limited to, any computer code, themes, objects, characters, character names, stories, dialogue, concepts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, documentation, and SuppCo software). You shall not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any of the Services.
5.2 Trademarks. SuppCo, SuppleStack, and all related stylizations, graphics, logos, service marks and trade names used on or with the Services are the trademarks of SuppCo and may not be used without permission in connection with your, or any third-party’s, products or services. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners.
5.3 License to Your Content. Subject to any applicable Account settings that you select, you grant SuppCo a non-exclusive, transferable, perpetual, irrevocable, worldwide, fully-paid, royalty-free, sublicensable (through multiple tiers of sublicensees) right (including any moral rights) and license to use, copy, reproduce, modify, adapt, prepare derivative works from, translate, distribute, publicly perform, publicly display and derive revenue or other remuneration from Your Content (in whole or in part) for the purposes of operating and providing the Services to you and to our other users. Please remember that other users and the public may be able to search for, see, use, modify and/or reproduce any of Your Content that you submit to any area of the Services that are accessible by other users and the public. Notwithstanding anything to the contrary in this Agreement, SuppCo may derive aggregated, anonymized and/or de-identified data from Your Content and other information provided by you as well as including information and data on how the Services are used by you and other users of the Services (collectively, “Aggregated Data”). SuppCo reserves the right to use, disclose and otherwise process such Aggregated Data to improve its products and services, including for machine learning training and development of artificial intelligence modules, and other legitimate business purposes.
5.4 Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to SuppCo through its suggestion, feedback, forum, or similar pages (“Feedback”) is at your own risk and that SuppCo has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to SuppCo a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Services and/or SuppCo’s business.
6. FEES. SuppCo does not currently charge for access to the Services. However, SuppCo reserves the right to charge fees for access to certain features of the Services and may require you to accept Supplemental Terms before permitting you access to such features.
7. THIRD-PARTY SERVICES.
7.1 Third-Party Websites and Ads. The Services may contain links to third-party websites (“Third-Party Websites”), applications (“Third-Party Applications”), advertisements for third-party products or services (“Third-Party Ads”), and links to third-party affiliate advertising program operators (including links to Amazon, where you may purchase certain products) (“Third-Party Products”) (collectively, the “Third-Party Services”). When you click on a link to a Third-Party Service, we will not warn you that you have left the Services and you become subject to the terms and conditions (including privacy policies) of another website or destination. SuppCo provides these Third-Party Services only as a convenience and, except as otherwise expressly stated on the Services, does not review, approve, monitor, or endorse any Third Party Services, and it does not make any warranties with respect to Third-Party Services, or any product or service provided in connection therewith. You use all links in Third-Party Services at your own risk and you make any purchases from Third-Party Services at your own risk. When you leave our Services, this Agreement and our policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party. SuppCo reserves the right to display Third-Party Ads before, after, or in conjunction with Content posted on the Services. SuppCo may receive a commission from third-party affiliate adverting program operators when you purchase Third-Party Products (and SuppCo may earn from qualifying purchases) or share in revenue with the providers of such Third-Party Ads, and you acknowledge and agree that SuppCo has no obligation to you in connection therewith (including, without limitation, any obligation to share revenue received by SuppCo as a result of such advertising). You acknowledge that SuppCo may partner with providers of Third-Party Services in delivering Third-Party Ads on the Services.
7.2 Third-Party Application Access. With respect to any Application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you shall only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple Media Terms of Service, except that such App Store Sourced Application may be accessed, acquired, and used by other accounts associated with the purchaser via Apple’s Family Sharing function, volume purchasing, or Legacy Contacts function. Notwithstanding the first sentence in this section, with respect to any Application accessed through or downloaded from the Google Play store (a “Google Play Sourced Application”), you may have additional license rights with respect to use of the Application on a shared basis within your designated family group.
7.3 Accessing and Downloading the Application from the Apple App Store. The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:
(a) You acknowledge and agree that (i) this Agreement is concluded between you and SuppCo only, and not Apple, and (ii) SuppCo, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
(b) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
(c) In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between SuppCo and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Company.
(d) You and SuppCo acknowledge that, as between SuppCo and Apple, Apple is not responsible for addressing any claims you have or of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
(e) You and SuppCo acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between SuppCo and Apple, SuppCo, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement.
(f) You and SuppCo acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
(g) Without limiting any other terms of this Agreement, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.
8. INDEMNIFICATION. You shall indemnify and hold SuppCo, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, Content providers and licensors (each, a “SuppCo Party” and collectively, the “SuppCo Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (i) Your Content; (ii) your use of, or inability to use, the Services; (iii) your violation of this Agreement; (iv) your violation of any rights of another party, including any user; or (v) your violation of any applicable laws, rules or regulations. SuppCo reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with SuppCo in asserting any available defenses. This provision does not require you to indemnify any of the SuppCo Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, this Agreement and/or your access to the Services.
9. DISCLAIMER OF WARRANTIES.
9.1 As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. THE SUPPCO PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICES AND ANY CONTENT MADE AVAILABLE THROUGH THE SERVICES. THE SUPPCO PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICES OR ANY CONTENT WILL MEET YOUR REQUIREMENTS (SUCH AS THE QUALITY, ACCURACY, COMPLETENESS, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES OR CONTENT); (2) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE ADVICE, RESULTS, RECOMMENDATIONS, RATINGS, TRUSTSCORE INFORMATION OR OTHER INFORMATION AND CONTENT, WHETHER ORAL OR WRITTEN, OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE OR ERROR-FREE. ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND/OR ANY DEVICE YOU USE TO ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT. THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. SUPPCO MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SUPPCO OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. FROM TIME TO TIME, SUPPCO MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT SUPPCO’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.
9.2 No Liability for Conduct of Other Users or Third Parties. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS AND THIRD PARTIES ON THE SERVICES. YOU ACKNOWLEDGE AND AGREE THAT THE SUPPCO PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE SUPPCO PARTIES LIABLE, FOR THE CONDUCT OF OTHER USERS AND THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, THIRD PARTY SERVICES AND THAT THE RISK OF INJURY FROM SUCH OTHER USERS AND THIRD PARTIES RESTS ENTIRELY WITH YOU. YOU UNDERSTAND THAT SUPPCO DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS. SUPPCO MAKES NO WARRANTY THAT THE GOODS, PRODUCTS OR SERVICE PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. SUPPCO MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SUCH GOODS OR SERVICE, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY USER CONTENT OBTAINED THROUGH THE SERVICES.
9.3 No Healthcare or Medical Advice. The products and claims made about specific products on or through the Services have not been evaluated by the United States Food and Drug Administration and are not approved to diagnose, treat, cure or prevent disease. The services, information and other Content provided on the Services, including information that may be provided on the Services directly or by linking to Third-Party Services are provided for informational purposes only. THE SERVICES ARE NOT INTENDED TO PROVIDE TREATMENT DECISIONS OR TO BE USED AS A SUBSTITUTE FOR PROFESSIONAL HEALTHCARE ADVICE. SUPPCO DOES NOT OFFER OR PROVIDE ANY MEDICAL OR OTHER PROFESSIONAL HEALTHCARE ADVICE AND YOU UNDERSTAND THAT SUPPCO IS NOT A HEALTHCARE PROFESSIONAL. TO THE EXTENT YOU USE THE SERVICE TO OBTAIN NUTRITIONAL INFORMATION ABOUT OR RECOMMENDATIONS FOR SUPPLEMENTS, YOU ACKNOWLEDGE THAT: (A) recommendations by suppco are informational only; and (b) for recommendations from other users or content providers, SUPPCO IS SOLELY ACTING AS THE PROVIDER OF SOFTWARE TO FACILITATE THE EXCHANGE OF SUCH INFORMATION. SUPPCO IS NOT RESPONSIBLE for the APPROPRIATENESS, SAFETY OR EFFECTIVENESS OF the SUPPLEMENTS or other third-party products described on the services AND IT IS SOLELY YOUR RESPONSIBILITY TO CONSULT WITH THE APPROPRIATE HEALTHCARE ADVISORS AS NECESSARY to confirm the appropriateness and safety of such supplements or products in light of your individual circumstances prior to their use. never disregard, avoid or delay in obtaining medical advice from your doctor or other healthcare professional.
10. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SUPPCO PARTIES SPECIFICALLY DISCLAIM ANY LIABILITY, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE. THE SUPPCO PARTIES SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF YOUR USE OF OR INABILITY TO USE THE SERVICES, INCLUDING, WITHOUT LIMITATION, LOSS OR CORRUPTION OF INFORMATION OR DATA, LOSS OF BUSINESS OR LOST PROFITS, LOSS OF REPUTATION OR GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY EVEN IF SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF, NOTWITHSTANDING THE FOREGOING, ANY SUPPCO PARTY IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS WHICH ARISES OUT OF OR IS ANY WAY CONNECTED TO YOUR USE OF THE SERVICES, SUCH LIABILITY SHALL IN NO EVENT EXCEED THE GREATER OF (I) THE TOTAL OF ANY SUBSCRIPTION OR SIMILAR FEES WITH RESPECT TO ANY SERVICE OR FEATURE OF THE SERVICES PAID BY YOU IN THE SIX MONTHS PRIOR TO THE DATE OF THE INITIAL CLAIM MADE, OR (II) ONE HUNDRED U.S. DOLLARS ($100.00). IN THE EVENT THAT YOU HAVE A DISPUTE WITH ANOTHER USER RELATED TO, ARISING FROM, OR IN ANY WAY CONNECTED WITH YOUR USE OF THE SERVICES, YOU RELEASE THE SUPPCO PARTIES FROM ANY CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH A DISPUTE, AND AGREE TO HOLD THE SUPPCO PARTIES HARMLESS IN CONNECTION WITH ANY SUCH DISPUTE. SOME JURISIDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR CERTAIN LIMITATIONS OF LIABILITY, INCLUDING FOR INCIDENTIAL OR CONSEQUENTIAL DAMAGES, PUNITIVE OR EXEMPLARY DAMAGES, BODILY OR MORAL (REPUTATIONAL) DAMAGES, GROSS NEGLIGENCE, DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, PERSONAL INJURY OR LOSS OF OR DAMANGE TO PROPERTY CAUSED BY DEFECTIVE PRODUCTS, FRAUD AND OR FRAUDULENT MISREPRESENTATION, OR RECKLESSNESS, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS. IN SUCH JURISDICTIONS, THE LIABILITY OF THE SUPPCO PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SUPPCO AND YOU.
11. PROCEDURE FOR MAKING CLAIMS OF INTELLECTUAL PROPERTY RIGHT INFRINGEMENT. It is SuppCo’s policy to terminate membership privileges of any user who repeatedly infringes copyright, trademark, or other intellectual property rights upon prompt notification to SuppCo by the respective intellectual property owner or their legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Services in a way that constitutes intellectual property rights infringement, please provide our designated intellectual property agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright, trademark, or other intellectual property right; (ii) a description of the copyrighted work, trademark, or other intellectual property right that you claim has been infringed; (iii) a description of the location on the Services of the material that you claim is infringing; (iv) your address, telephone number, and email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright, trademark, or other intellectual property right owner, its agent or the law; and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright, trademark, or other intellectual property right owner or authorized to act on the copyright, trademark, or other intellectual property right owner’s behalf. Contact information for Company’s designated agent for notice of claims of infringement is as follows: Lindsay Colbus, SuppleStack Inc., 169 Madison Ave., Ste. 2698, New York, NY 10016.
12. TERM AND TERMINATION. The term of this Agreement commences on the date when you accept this Agreement (as described in the preamble above), and continues in full force and effect while you use the Services, unless terminated earlier in accordance with this Agreement. If you have materially breached any provision of this Agreement, or if SuppCo is required to do so by law (e.g., where the provision of the Services are, or become, unlawful), SuppCo has the right to, immediately and without notice, suspend or terminate any Services provided to you. SuppCo reserves the right to terminate this Agreement or your access to the Services at any time without cause upon notice to you. You agree that all terminations for cause are made in SuppCo’s sole discretion and that SuppCo shall not be liable to you or any third party for any termination of your Account. If you want to terminate this Agreement, you may do so by (i) notifying SuppCo at any time and (ii) closing your Account for the Services. Your notice should be sent, in writing, to SuppCo’s address set forth below. Any such termination will be effective immediately upon SuppCo’s receipt of your notice of termination. Upon termination of the Services or the applicable feature or functionality thereof, your right to use the Services or the applicable feature or functionality thereof will automatically terminate, and we may delete Your Content associated therewith from our live databases. If we terminate your Account for cause, we may also bar your further use or access to the Services. SuppCo will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of this Agreement which by their nature should survive, will survive termination of the Services, including without limitation, ownership provisions, warranty disclaimers, and limitations of liability. If this Agreement is terminated for cause by SuppCo or if your Account or ability to access the Services is discontinued by SuppCo due to your violation of any portion of this Agreement or for conduct otherwise deemed inappropriate, then you agree that you shall not attempt to re-register with or access the Services through use of a different member name or otherwise.
13. INTERNATIONAL USERS. The Services may be accessed from countries around the world and may contain references to services and Content that are not available in your country. These references do not imply that SuppCo intends to offer such service or Content in your country. The Services are controlled and offered by SuppCo from its facilities in the United States of America. SuppCo makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law.
14. ARBITRATION AGREEMENT. Please read this section (the “Arbitration Agreement”) carefully. It is part of your contract with SuppCo and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
14.1 Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, you and SuppCo agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Services, any communications you receive, any products sold, distributed, promoted or recommended through the Services, or this Agreement and prior versions of this Agreement, including claims and disputes that arose between you and any SuppCo Party before the effective date of this Agreement (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (i) you and any SuppCo Party may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (ii) you or any SuppCo Party may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement.
14.2 Informal Dispute Resolution. There might be instances when a Dispute arises between you and a SuppCo Party. If that occurs, SuppCo is committed to working with you to reach a reasonable resolution. The parties agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome (“Informal Dispute Resolution”). You and SuppCo therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), the parties will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.
The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within forty-five (45) days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to SuppCo that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to support@supp.co or regular mail to our offices located at SuppleStack Inc., 2268 31st St., PO Box 5367, Long Island City, NY 11105. The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your Account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute.
The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.
14.3 Waiver of Jury Trial. YOU AND SUPPCO HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and SuppCo are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 14.1 (Applicability of Arbitration Agreement). There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
14.4 Waiver of Class and Other Non-Individualized Relief. YOU AND SUPPCO AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 14.9 (BATCH ARBITRATION), EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Section 14.9 (Batch Arbitration). Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and SuppCo agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of New York. All other Disputes shall be arbitrated or litigated in small claims court. This section does not prevent you or any SuppCo Party from participating in a class-wide settlement of claims.
14.5 Rules and Forum. This Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and SuppCo agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this section of this Arbitration Agreement. The AAA Rules are currently available at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf.
A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable Account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.
If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.
Unless you and SuppCo otherwise agree, or the Batch Arbitration process discussed in Section 14.9 (Batch Arbitration) is triggered, the arbitration will be conducted in the county where you reside. Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any AAA fees and costs will be solely set forth in the applicable AAA Rules.
You and SuppCo agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and shall be subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.
14.6 Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of New York and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under Section 14.9 (Batch Arbitration) is triggered, the AAA will appoint the arbitrator for each batch.
14.7 Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to Section 14.4 (Waiver of Class and Other Non-Individualized Relief), including any claim that all or part of Section 14.4 (Waiver of Class and Other Non-Individualized Relief) is unenforceable, illegal, void or voidable, or that such Section 14.4 (Waiver of Class and Other Non-Individualized Relief) has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in Section 14.9 (Batch Arbitration), all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in Section 14.9 (Batch Arbitration). The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.
14.8 Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or SuppCo need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.
14.9 Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and SuppCo agree that in the event that there are one-hundred (100) or more individual Requests of a substantially similar nature filed against SuppCo by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).
All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by SuppCo.
You and SuppCo agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.
This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.
14.10 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: SuppleStack Inc., 2268 31st St., PO Box 5367, Long Island City, NY 11105, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address associated with your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
14.11 Invalidity, Expiration. Except as provided in Section 14.4 (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with SuppCo as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.
14.12 Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if SuppCo makes any future material change to this Arbitration Agreement, we will notify you. Unless you reject the change within thirty (30) days of such change become effective by writing to SuppCo at SuppleStack Inc., 2268 31st St., PO Box 5367, Long Island City, NY 11105, your continued use of the Services, including the acceptance of products and services offered on the Services following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of this Agreement and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Services, any communications you receive, any products sold or distributed through the Services or this Agreement, the provisions of this Arbitration Agreement as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement) remain in full force and effect. SuppCo will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of this Agreement.
15. GENERAL PROVISIONS.
15.1 Electronic Communications. The communications between you and SuppCo may take place via electronic means, whether you visit the Services or send SuppCo emails, or whether SuppCo posts notices on the Services or communicates with you via email. For contractual purposes, you (i) consent to receive communications from SuppCo in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that SuppCo electronically provides to you satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
15.2 Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without SuppCo’s prior written consent. Any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. SuppCo may, without your consent, freely assign and transfer this Agreement, including any of its rights, obligations, or licenses granted under this Agreement.
15.3 Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Services, please contact us at: support@supp.co. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Service of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
15.4 Agreement Updates. When changes are made, SuppCo will make a new copy of this Terms of Use and/or Supplemental Terms, as applicable, available on the Services, and we will also update the “Last Updated” date at the top of this Agreement. If we make any material changes and you have registered an Account with us, we will also send an email with an updated copy of this Agreement to you at the email address associated with your Account. Unless otherwise stated in such update, any changes to this Agreement will be effective immediately for users without an Account and thirty (30) days after posting for users with an Account. SuppCo may require you to provide consent to the updated Agreement in a specified manner before further use of the Services are permitted. IF YOU DO NOT AGREE TO ANY CHANGE(S) AFTER RECEIVING A NOTICE OF SUCH CHANGE(S), YOU SHALL STOP USING THE SERVICES.
15.5 Governing Law and Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and SuppCo agree that all claims and disputes arising out of or relating to this Agreement will be litigated exclusively in the state or federal courts located in New York, New York. THIS AGREEMENT AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF NEW YORK, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT.
15.6 Notice. Where SuppCo requires that you provide an email address, you are responsible for providing SuppCo with a valid and current email address. In the event that the email address you provide to SuppCo is not valid, or for any reason is not capable of delivering to you any notices required by this Agreement, SuppCo’s dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to SuppCo at the following address: SuppleStack Inc., 2268 31st St., PO Box 5367, Long Island City, NY 11105. Such notice shall be deemed given when received by SuppCo by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
15.7 Waiver and Severability. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any portion of this Agreement is held invalid or unenforceable, that portion must be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions must remain in full force and effect.
15.8 Export Control. You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (i) into any United States embargoed countries, or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Services, you represent and warrant that (A) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (B) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by SuppCo are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer SuppCo products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
15.9 Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
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