SupplyPike Terms of Service

“You” or “Your” means any end user using the SupplyPike platform.
“We,” “us,” “our,” or “SupplyPike” means CaseStack, Inc. d/b/a SupplyPike.

SupplyPike’s service (“Service”) is to connect service providers (“Providers”) to customers (“Customers”). Providers shall offer service products (“Service Products”) to the Customers.

By using the SupplyPike website (“Site”) and SupplyPike Services, you agree to the provisions contained in these Terms of Service (“Terms”). Additional documents such as the SupplyPike Customer Order Form, Value-Added Reseller Agreement, SupplyPike VAR Order Form, SupplyPike ERP integration Conditions, and SupplyPike Privacy Policy are incorporated with the Terms into a legally binding agreement (“Agreement”) between you and SupplyPike. Your use of the Site or Service constitutes your agreement to all such terms, conditions, and notices within the Agreement.

SupplyPike reserves the right to change these Terms at any time; however, we will email you at least thirty (30) days in advance to notify you of the change. If you disagree with the modified Terms before the effective date of the modified Terms, you have the right to terminate the Agreement immediately. If you do not terminate the Agreement before the effective date of the modified Terms, then your continued use of the Site and Service shall constitute as acceptance to the modified Terms. You are responsible for ensuring that we have your correct email address at any time while using the Site or Services.

  1. Services

    1. Services Defined

      Our Service is to connect Providers to Customers. We are not a party to the transaction between the Provider and the Customer, unless the Customer specifically contracted us as a Provider of the Service Product. This means that you may have to enter into a separate agreement with the Provider or the Customer for the Service Product you wish to purchase. We assume no responsibility for any consequences relating directly or indirectly to any action or inaction of the Providers or Customers or based on the information on the Site. We cannot guarantee and will not be responsible for any damage or loss related to the accuracy, completeness, timeliness, or service levels of the information on the Site or by the Providers or Customers. You agree not to hold us or any of our directors, officers, employees, affiliates, stockholders, representatives, agents, successors, and assigns liable for any misrepresentations or breach of contract by the Providers or the Customers.

    2. Limited License to Use the Site

      Except for the rights expressed hereunder, we shall retain all right, title and interest in and to any and all hardware and software systems used to deliver the Services, and the Services themselves. You shall not take any action inconsistent with such ownership or otherwise use any such systems or services in a manner inconsistent with these Terms or with our rights and interests.

    3. Unauthorized Use of This Site

      The license to use this Site only extends to the uses expressly described herein.

  2. Links to Third-Party Sites and Third-Party Content.

    The Site may contain links to third-party websites not under our control or operation. We provide links only as a convenience and do not endorse and are not responsible for the contents of any linked website or any link contained in a linked website. Because our privacy policy is applicable only when you are on our Site, once linked to another website, you should read that website’s privacy policy before disclosing any personal information. Our Site may contain news and information published by various third-party providers. These third-parties have their own terms of service. We are in no way responsible for the content of any website owned by a third-party that may be linked to our Site via hyperlink or other connections, whether such hyperlink or connection is provided by us or by a third-party. No judgment or warranty is made with respect to the accuracy, timeliness, or suitability of the content of any website to which we may link, including information on the website regarding SupplyPike, and SupplyPike takes no responsibility thereof. By providing access to other websites, we are not endorsing services provided by any website’s sponsoring organization. Likewise, we are not responsible for content that appears concerning SupplyPike that may be provided by a third-party.

    1. Compliance with Applicable Law.

      Agreement to Comply. Except to the extent expressly set forth in these Terms, you and we will each comply in all material respects with any and all laws and regulations applicable to their respective operations (“Applicable Law”) in connection with the Services and Service Products rendered hereunder.

      Licensing. SupplyPike, Providers, and Customers shall each obtain and maintain at all times all licenses, qualifications, permits, and approvals necessary to provide the Services and/or Service Products while providing Services and/or Service Products under these Terms

  3. Termination

    1. Termination Due to Non-Renewal.

      Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for the Renewal Service Term listed on the Order Form, unless either party requests termination at least sixty (60) days prior to the end of the then-current term.

    2. Termination With Notice or Without Notice Due to Breach

      In addition to any other remedies it may have, any party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment) if the other party materially breaches any of the terms or conditions of this Agreement. You will pay in full for the Services and the Service Products up to and including the last day on which the Services and Service Products are provided.

    3. Termination upon Occurrence of Insolvency Events

      Either party may terminate the Agreement immediately and without further obligation to the other party (except for the obligations incurred or accruing prior to the termination date) upon written notice in the event the other party: (a) becomes insolvent or makes a general assignment for the benefit of creditors, (b) files or has filed against it any petition under applicable bankruptcy, insolvency, reorganization or similar debtor relief law which is not dismissed or discharged within thirty (30) calendar days of such filing, or (c) requests or suffers the appointment of a trustee or receiver, or the entry of an attachment or execution as to a substantial part of its business or assets.

    4. Effect of Termination or Expiration

      All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability. Termination of the Agreement shall also result in termination of any Order Form or Statement of Work (“SOW”) entered into hereunder. In the event of termination or expiration, you agree to remit in advance all outstanding balances owed to us.

  4. Payment Matters

    1. Compensation for Services

      You agree to pay us, as compensation for Services and/or Service Products the rates, fees, and charges set forth in the Agreement. In addition, at any time while the Agreement is in effect, the parties may mutually agree to a change in applicable rates and charges if such change is in a writing signed by the Parties.

    2. Taxes and Fees

      All payments to us shall be exclusive of federal, state, local and foreign taxes, duties, tariffs, levies and similar assessments, if any, on the use of the Services or Service Products hereunder, and you agree to bear and be responsible for the payment of all such charges. In addition, you shall solely be responsible for any property taxes imposed. If we advance any such charges, you will remit payment of such advanced amounts upon demand.

    3. Payment Terms

      We shall unilaterally determine the payment terms and credit limit on your account. We reserve the right to change your payment terms and credit limit at any time. You shall pay all invoices by the due date listed on the invoice. All payments must be applied to the invoices to which they are identified and you will assist us with reasonable efforts to properly allocate payments. No deductions or set offs shall be made for any reason whatsoever, except for those amounts included on the Invoices that do not accurately reflect the charges set forth herein (“Disputed Charges”). Disputed Charges shall be resolved by the Parties in accordance with the provisions herein. We may place the Services and Service Products on hold until payment is received or until your account balance is below the credit limit. We reserve the right to place your access to Services and Service Products on hold at any time. This Agreement may be terminated by us at any time if you are in material breach due to non-payment.

    4. Disputed Charges

      If you, in a writing received by us prior to the due date of the invoice in question, disputes any charge on an invoice in good faith as being not in accordance with the rates and charges in the Agreement, then until the parties resolve the Disputed Charges, you shall have the right to suspend payment of the Disputed Charges. You will make timely payment of any and all other charges other than the Disputed Charges. You shall provide a detailed written explanation substantiating its claim for Disputed Charges within ten (10) days of the date of your notice of such Disputed Charges. Any Disputed Charges that us determines in good faith should not have been billed to you will be promptly credited to your account, and any Disputed Charges that we determine in good faith should have been billed to you will be paid by you within ten (10) calendar days. If you are not reasonably satisfied with our determination, the parties shall meet, through successively higher levels of management, if necessary, in a good faith effort to resolve the dispute. Subject to the foregoing, the parties’ obligations hereunder shall continue unabated during the duration of the dispute resolution process.

    5. Late Fees

      Your failure to pay amounts due under any Invoice in accordance with the provisions of the Agreement may result in the imposition of late fees in the amount of 1.5% of the monthly delinquent balance.

    6. Collection Costs and Interest

      In any referral for collection or action against you for amounts due to us, upon recovery by us, you shall pay all expenses of collection and/or litigation, including reasonable attorneys’ fees, collection agency fees, and court costs.

  5. Indemnification

    1. Mutual Indemnity

      Each party (an “Indemnitor”) shall indemnify, defend and hold harmless the other party, and its successors and assigns, and their respective affiliates, employees, directors, officers, stockholders, representatives and agents (each, an “Indemnified Party”) from any and all direct and indirect losses, claims, demands, damages, liabilities, obligations, costs and/or expenses, including reasonable attorney’s fees and costs, to the extent directly and proximately caused by (i) the negligence or intentional misconduct of the Indemnitor, or (ii) breach of Applicable Law by the Indemnitor. The Indemnified Party shall notify the Indemnitor in writing of any claim, demand or liability it deems to be covered by this subsection within fifteen (15) calendar days after it first has actual knowledge of the facts giving rise to such claim, demand or liability, or fifteen (15) calendar days prior to the running of any applicable statute of limitations with respect to such claim, demand or liability, whichever is earlier. The provisions of this subsection shall not apply to any claims against us arising from or related to loss, damage, destruction or delay of or to Goods.

    2. Expiration

      Failure by an Indemnified Party to tender any claim, demand, action or liability within the time frames set forth shall be an absolute waiver of the Indemnitor’s indemnification obligation hereunder.

  6. Independent Contractor Status

    We are and will remain an independent contractor with respect to you and the Services and Service Products being provided hereunder. Nothing in these Terms shall be construed to create a legal partnership or joint venture between the parties.

  7. Warranty and Disclaimer

    Certain Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, by us or by Providers, or because of other causes beyond our reasonable control. We shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled downtime. THE SERVICES ARE PROVIDED “AS-IS” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS. PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SERVICES INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES IMPLIED FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

  8. Limitations and Disclaimers

    In no event shall any Party be liable for any indirect, incidental, special or consequential damages, including without limitation damages for RETAILER CHARGEBACKS OR DEDUCTIONS, loss of profits, data or use, incurred by any PARTY or any third party, whether in an action in contract or tort, even if any other PartY has been advised of the possibility of such damages. The aggregate and cumulative liability of OURS ARISING FROM OR RELATING TO THESE TERMS, INCLUDING ANY AGREEMENT, Shall in no event exceed the amountS paid by YOU tO US FOR SERVICES RENDERED BY US DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH WE PAY ANY SUCH CLAIM.

  9. Confidentiality and Records

    1. Proprietary Information

      Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information includes non-public information regarding features, functionality and performance of the Service, and non-public data provided by Customer to us to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after three (3) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law. You shall not, directly or indirectly: (a) use any of our Proprietary Information (as defined herein) to create any software or system that is derived in whole or part from the systems used by us in delivering Services or Service Products; (b) decompile, disassemble, reverse engineer or use any similar means to attempt to discover the source code of the software or the trade secrets therein, or otherwise circumvent any technological measure that controls access to the our software or other systems; (c) encumber, transfer, rent, lease, or time-share such software, systems or Services, or use them in any service bureau arrangement or otherwise for the benefit of any third party; (d) copy (except for archival purposes), distribute, manufacture, adapt, create derivative works of or otherwise modify any software or system; (e) remove any proprietary notices or labels; or (f) permit any third party to engage in any of the acts proscribed in clauses (a) through (e).

    2. Customer Data Ownership

      Customer shall own all right, title and interest in and to the Customer Data (examples of data includes, but not limited to rates, carriers, customers, shipments). We will get explicit written authorization from Customer before reproducing, modifying, or distributing any proprietary Customer data. Customer data can be accessed by our employees on a strictly “need to know” basis. The data will only be accessed for the sole purposes of supporting, developing or testing the technology features.

    3. SupplyPike Ownership

      We shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.

    4. SupplyPike Rights

      We shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and Service Products and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and we will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services, Service Products, and for other development, diagnostic and corrective purposes in connection with the Services, Service Products, and other SupplyPike offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

    5. Remedies and Relief

      Money damages will not be an adequate remedy if this Section is breached and, therefore, the Disclosing Party shall, in addition to any other legal or equitable remedies, be entitled to seek an injunction or similar equitable relief against such breach or threatened breach without the necessity of posting any bond.

    6. Access to Records

      We shall retain data records regarding the Services provided to you for a maximum of one year or through the end of the Agreement term, whichever is shorter. Data records retention for certain Service Products may further be limited if listed in the Order Form. After such time, we are free to, but not obligated to, destroy such records. To the extent allowable under Applicable Law, you hereby waive your right to obtain copies of our records as provided for under any local, state, federal, or provincial laws.

    7. Prior Non-Disclosure Agreement

      If you have previously negotiated a separate Non-Disclosure Agreement (“NDA”) with us, any such NDA shall remain in effect and binding in accordance with its own terms and shall not be impacted by this provision.

  10. Non-Solicitation

    During the terms of the Agreement and any extensions thereof, and for a period of twelve (12) months thereafter, neither party shall directly or indirectly solicit for employment or actually employ, retain, contract or otherwise hire any employees of the other party involved in the performance, provision, consumption or evaluation of the Services or Service Products, unless agreed to in writing by the other party; provided that this prohibition shall not apply to any general solicitation not directed exclusively or primarily to individuals providing services to the other party.

  11. Attorney’s Fees

    In any action at law or in equity that is brought to enforce or interpret the provisions of these Terms including any Agreement, the prevailing party in such action shall be entitled to reimbursement for all reasonable attorney’s fees and costs incurred in connection therewith.

  12. Waiver

    The waiver by either party of any default or breach of these Terms, including any Agreement, shall not constitute of waiver of any other or subsequent default or breach. Except for actions for breach of confidentiality and non-payment of amounts owed hereunder, no action, regardless of form, arising out of the Agreement may be brought by either Party more than one (1) year after the cause of action has accrued.

  13. Force Majeure

    In the event performance by one party is affected by any cause beyond the reasonable control of such party, including without limitation, fire, labor strife, riot, war, weather conditions, acts of the public enemy, acts of God, acts of terrorism, local or national disruptions, fuel shortages, governmental regulations, or governmental request or requisition for national defense, and provided that the applicable cause is not attributable to the acts or omissions of such party, and such party is taking reasonable measures to remove or mitigate the effects of the applicable cause, then the performance of all obligations required herein shall, with the exception of payment of invoices, be suspended during the continuance of such interruption, and such party shall promptly notify the other party of such interruption. Such period of suspension shall not in any way invalidate these Terms, but on resumption of operations, any affected performance by such party shall be resumed. No liability shall be incurred by either party for damages resulting from such suspensions.

  14. Successors and Assigns; Assignment

    The Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither the Agreement nor any rights granted hereunder may be sold, leased, assigned or otherwise transferred, in whole or in part, by any party, and any such attempted assignment shall be void and of no effect without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed; provided, however, that such consent shall not be required if (i) any party assigns the Agreement to an affiliate (as such term is defined under the federal securities laws of the United States of America), by operation of law, through reorganization, merger, or acquisition, or if we assign our right to receive and collect payments.

  15. Subcontracting

    We may utilize one or more subcontractors to perform portions of the Services or Service Products.

  16. Governing Law; Venue

    These Terms and the entire relationship of the parties shall be construed and governed according to the laws of the state of Arkansas without giving consideration to principles of conflict of laws. If litigation arising from or related to the Agreement or the relationship of the parties is commenced, the parties irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts of appropriate jurisdiction serving in Fayetteville, Arkansas.

  17. Dispute Resolution

    The parties shall attempt in good faith to resolve any dispute arising out of or relating to these Terms promptly by negotiation between executives who have authority to settle the controversy and who are at a higher level of management than the persons with direct responsibility for administration of this contract. Any party may give the other party written notice of any dispute not resolved in the normal course of business. Within fifteen (15) days of delivery of the notice, the receiving party shall submit to the other a written response. The notice and the response shall include a statement of each party’s position and a summary of arguments supporting that position and the name and title of the executive who will represent that party and any other person who will accompany that executive. Within thirty (30) days after delivery of the disputing party’s notice, the executives of both parties shall meet at a mutually-acceptable time and place and, thereafter, as often as they deem reasonably necessary to attempt to resolve the dispute. All negotiations pursuant to this Section are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence.

  18. Copyright and Trademark Notice

    This website is owned and operated by CaseStack, Inc. d/b/a SupplyPike. Unless otherwise specified, all materials appearing on this website, including the text, website design, logos, graphics, icons, and images, as well as the selection, assembly and arrangement thereof, are the sole property of CaseStack, Inc. d/b/a SupplyPike, Copyright © 2017, ALL RIGHTS RESERVED. All audio and video clips are the sole property of SupplyPike or their respective content providers. All software used on the website is the sole property of SupplyPike or those supplying the software. You may use the content of this website for transportation and fulfillment purposes only. No materials from this website may be copied, reproduced, modified, republished, uploaded, posted, transmitted, or distributed in any form or by any means without SupplyPike’s prior written permission. All rights not expressly granted herein are reserved. Any unauthorized use of the materials appearing on this website may violate copyright, trademark, and other applicable laws and could result in criminal or civil penalties.

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3739 N Steele Blvd,
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479-385-7472

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