Terms of Use Agreement

1. using any software which sends queries to our Site to determine how a Website or Webpage “ranks” for various queries;
2. “metasearching”; and
3. performing “offline” searches on the Site.

1. • You agree to:
   • only Use (or attempt to Use) the Services through interfaces provided by SupplyPike; and
   • comply with the instructions in any robots.txt file present on the Services.
   • You agree to not Use the Services to:
   • engage in activity that is in violation of this TOU Agreement or is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
   • harm or threaten to harm users in any manner;
   • harm or threaten to harm minors in any manner;
   • stalk or harass any person or entity;
   • impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity;
   • forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services;
   • infringe, misappropriate or violate any patent, trademark, trade secret, copyright or other proprietary rights (“Rights”) of any party;
   • engage in activity that may interrupt, destroy or limit the functionality of the Services or of any computer software or hardware or telecommunications equipment;
   • disrupt the normal flow of dialogue or act in a manner that negatively affects other users’ ability to engage in real time exchanges;
   • interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
   • intentionally or unintentionally violate any applicable local, state, national or international law and any regulations having the force of law;
   • use the Services to advertise or perform any commercial solicitation;
   • provide material, support or resources (or to conceal or disguise the nature, location, source, or ownership of material, support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
   • collect or store personal data about other users in connection with the prohibited conduct and activities set forth in the above paragraphs;
   • systematically retrieve data or other content from the Site and/or Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us;
   • use a buying agent or purchasing agent to make purchases on the Site;
   • circumvent, disable, or otherwise interfere with security-related features of the Site and/or Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site, the Services and/or the Content contained therein;
   • trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords;
   • make improper use of our support services or submit false reports of abuse or misconduct;
   • engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools;
   • sell or otherwise transfer your profile;
   • use the Site and/or Services as part of any effort to compete with us or otherwise use the Site and/or Services for any revenue-generating endeavor or commercial enterprise;
   • decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site and/or the Services;
   • attempt to bypass any measures of the Site and/or Services designed to prevent or restrict access to the Site and/or Services, or any portion of the Site and/or Services;
   • delete the copyright or other proprietary rights notice from any Content;
   • copy or adapt the Site’s and/or Service’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code;
   • upload or transmit (or attempt to upload or to transmit) viruses, trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text) that interferes with any party’s uninterrupted use and enjoyment of the Site and/or Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site and/or Services; and/or
   • upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
2. • You acknowledge, consent and agree that SupplyPike may access, preserve and disclose your account information (if such information exists) if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this TOU Agreement; (c) respond to claims that any of your acts violate the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of SupplyPike, its users and the public.

• Entire Agreement. The TOU Agreement constitutes the entire agreement between you and SupplyPike and governs your use of the Services, superseding any prior agreements between you and SupplyPike with respect to the Services. You also may be subject to additional terms and conditions that may apply when you use or obtain certain other SupplyPike products or services (such as but not limited to our Customer End User License Agreement and our Software as a Service Agreement), affiliate services, thirdparty content or thirdparty software.
• Choice of Law and Forum. The TOU Agreement and the relationship between you and SupplyPike shall be governed by, construed and enforced in accordance with the laws of the State of Arkansas, excluding its conflict of law provisions. You and SupplyPike agree to submit to the personal and exclusive jurisdiction of the courts located within Benton County, Rogers, Arkansas to the exclusion of all other courts, and the parties consent to the jurisdiction and venue of any such court and waive any argument that venue in such forum is not convenient. Notwithstanding the preceding sentences, if you owe SupplyPike money for Services provided, we may pursue legal action against you in any state or federal court with proper jurisdiction, and you agree to reimburse us for all reasonable, related legal and other fees to collect any and all amounts owed to us.
• Waiver. The failure of SupplyPike to exercise or enforce any right or provision of the TOU Agreement or breach of this TOU Agreement by you shall not constitute a waiver of such right or provision.
• Severability. If any provision of this TOU Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objections of such provision to the greatest extent possible under applicable law and the remaining provisions of this TOU Agreement will continue in full force and effect.
• Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or the TOU Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
• Section Titles. The section titles in the TOU Agreement are for convenience only and have no legal or contractual effect.
• Account Information. You are responsible for reviewing all account statements received by you in order to verify the accuracy of all account information provided in the statement and all transactions entered through our Site. You are also responsible for promptly notifying SupplyPike of any errors or inaccuracies relating to information contained in, or omitted from your account statements, including errors or inaccuracies arising from the transactions conducted through our Site.
• User Registration. You may be required to register with the Site. As noted above, you agree to keep your password confidential and will be responsible for all use and mis-use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable. We accept the following forms of payment: Visa - Mastercard - American Express – Discover. You may be required to purchase or pay a fee to access some of our Services. You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Site. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. We bill you through an online billing account for purchases made via the Site. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. All payments shall be in U.S. dollars. You agree to pay all charges or fees at the prices then in effect for your purchases, and you authorize us to charge your chosen payment provider for any such amounts upon making your purchase. If your purchase is subject to recurring charges, then you consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until you notify us of your cancellation. If a payment is not successfully settled, due to insufficient funds, incorrectly provided payment method, or otherwise, and you do not cancel your account, we reserve the right to suspend your access to the Service until we have successfully charged a valid payment method. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. We also reserve the right to refuse any order placed through the Site.
  
  By using the Site and/or Services, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with the terms and conditions of this TOU; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Site through automated or non-human means, whether through a bot, script or otherwise; (6) you will not use the Site and/or Services for any illegal or unauthorized purpose; and (7) your use of the Site and/or Services will not violate any applicable law or regulation. If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site and/or Services (or any portion thereof).
• Software (including Software as a Service). We may include and/or offer a limited license to certain software for use in connection with our Services. If such software is accompanied by an end user license agreement (“EULA”), the terms of the EULA will govern your use of the software. If such software is not accompanied by a EULA, then we grant to you a non-exclusive, revocable, personal, and non-transferable license to use such software solely in connection with our Services and in accordance with the terms and conditions of this TOU. Any software and any related documentation is provided “as is” without warranty of any kind, either express or implied, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. You accept any and all risk arising out of use or performance of any and all software. You may not reproduce or redistribute any software. You may not access or use the Site and/or Services for any purpose other than that for which we make the Site and/or Services available. The Site and/or Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.
• Submissions. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site and/or Services ("Submissions") provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.
• U.S. Government Rights. Our Services are “commercial items” as defined in Federal Acquisition Regulation (“FAR”) 2.101. If our Services are acquired by or on behalf of any agency not within the Department of Defense (“DOD”), our Services are subject to the terms of this TOU in accordance with FAR 12.212 (for computer software) and FAR 12.211 (for technical data). If our Services are acquired by or on behalf of any agency within the Department of Defense, our Services are subject to the terms of this TOU in accordance with Defense Federal Acquisition Regulation (“DFARS”) 227.7202‑3. In addition, DFARS 252.227‑7015 applies to technical data acquired by the DOD. This U.S. Government Rights clause is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses government rights in computer software or technical data under this TOU.
• Your Logo. You give permission for SupplyPike to publish and/or use your organization’s logo(s) and registered mark(s) for all purposes connected with the business of SupplyPike. It is understood that SupplyPike may use said logo(s) and mark(s) for providing the Services and for advertising relating to SupplyPike, the SupplyPike Site, partner websites, the Services and all other purposes related to SupplyPike and its mission. SupplyPike may use your organization’s logo(s) and mark(s) for these purposes without further permission or acquiescence by the organization, and the organization hereby releases SupplyPike from all liability relating to the publication or use of the logo(s) and mark(s).
• Electronic Communications, Transactions and Signatures. Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
• California Users and Residents. If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.