SUPPLYALERT – TERMS OF SERVICE

Last Updated: [Insert Date]

Effective Date: [Insert Date]

These Terms of Service (“Terms”) form a legally binding agreement between SupplyAlert (“SupplyAlert,” “we,” “us,” or “our”) and you (“you,” “user,” or “your”) governing your access to and use of the SupplyAlert website, platform, and related services (“Services”).

By creating an account, accessing the Services, or clicking “I Agree,” you confirm that you have read, understood, and accepted these Terms. If you do not agree, you must not use the Services.

1. ELIGIBILITY

To use the Services, you must:

• Be at least 18 years old, and
• Have the legal authority to bind the organization you represent (if applicable)

By using the Services, you represent and warrant these conditions are met.

The Services are not intended for use by, and may not be accessed by, individuals or entities located in the European Union, European Economic Area, United Kingdom, or the People’s Republic of China.

1. ACCOUNT REGISTRATION AND SECURITY

You must create an account to access certain features. You agree to:

• Provide accurate and complete information
• Keep your account credentials confidential
• Notify us immediately of any unauthorized access
• Take responsibility for all activity under your account

SupplyAlert is not responsible for losses caused by compromised passwords.

1. LICENSE TO USE THE SERVICES

SupplyAlert grants you a limited, revocable, non-exclusive, non-transferable license to use the Services for your internal business purposes only. You agree not to:

• Copy, modify, or create derivative works
• Reverse engineer, decompile, or disassemble the platform
• Bypass or interfere with security features
• Use automated tools (bots, scrapers) without permission
• Use the Services for illegal, harmful, or fraudulent activities

We may terminate or suspend your access for violations of these Terms.

1. USER-PROVIDED CONTENT

You may upload or submit information, including vendor details, contact information, notes, and documents (“User Content”).

• Ownership of User Content: You retain full ownership of all User Content you upload.
• Your responsibilities: You confirm that:
• You have the rights and permission to upload the content
• The content does not violate any third-party rights
• The content does not contain sensitive personal data unless absolutely necessary. If you choose to upload any sensitive personal data, you confirm that doing so is lawful and permitted, and you understand that SupplyAlert may require explicit consent depending on the applicable privacy law.
• The content is accurate and lawful
• License to SupplyAlert: By submitting User Content, you grant SupplyAlert a worldwide, royalty-free, non-exclusive license to:
• Store and process the User Content
• Display the data within your account
• Use it to provide Services (including AI categorizations)
• Back up and maintain your User Content

We do not claim ownership over your data.

• No sharing of User Content: We do not share or disclose User Content to third parties except:
• Hosting/infrastructure providers
• When required by law
• As directed by you

We never sell vendor data.

The collection, use, retention, deletion, and transfer of personal data are governed by the SupplyAlert Privacy Policy, and in the event of any conflict between these Terms and the Privacy Policy regarding how personal data is handled, the Privacy Policy will control.

1. AI Tools and Limitations

SupplyAlert uses AI to assist with vendor classification and data insights.

• AI is assistive only: AI outputs:
• Are suggestions
• May be imperfect or incomplete
• Require your independent evaluation
• No legal or financial reliance: You agree not to rely solely on AI outputs for:
• Business decisions
• Legal decisions
• Compliance obligations
• Financial assessments
• No liability for AI output: SupplyAlert disclaims liability for:
• Errors in AI-generated suggestions
• Misclassification
• Decisions made based on AI output
• SupplyAlert disclaims liability for errors in AI-generated suggestions, misclassification, decisions made based on AI output.

AI Misclassification Disclaimer.

Without limiting the foregoing, you acknowledge that AI-generated classifications or suggestions may be inaccurate, incomplete, or improperly categorized. SupplyAlert shall not be responsible or liable for any claims, losses, damages, or issues arising from or related to any AI misclassification, including where such misclassification results in operational, compliance, contractual, or business consequences for you or your clients. You remain solely responsible for reviewing, validating, and determining the appropriateness of all AI-assisted outputs.

1. PROHIBITED CONDUCT

You must not:

• Upload unlawful, harmful, defamatory, or fraudulent content
• Upload content containing malware or malicious code
• Access accounts or systems without authorization
• Attempt to disrupt, overload, or damage the platform
• Use the Services for competitive intelligence or scraping
• Use automated tools without express written permission

Violations may result in account suspension or reporting to authorities.

1. SERVICE AVAILABILITY & MODIFICATIONS

The Services may experience:

• Maintenance
• Downtime
• Updates or changes
• Feature modifications or discontinuations

We do not guarantee:

• Uninterrupted access
• Error-free performance
• Permanent availability of any feature

We may modify or discontinue any part of the Services at our discretion.

1. FEES & PAYMENT

If SupplyAlert introduces paid features or subscriptions:

• Prices will be disclosed before purchase
• Fees may recur automatically
• You authorize recurring billing unless cancelled
• All sales are final unless otherwise stated
• Failure to pay may result in suspension of access

Stripe processes all payments. You agree to comply with Stripe’s terms.

1. INTELLECTUAL PROPERTY

SupplyAlert owns:

• The platform
• The website
• Software, code, databases
• AI models (internal)
• Logos, branding, and trademarks
• Design elements and user interface

Nothing in this Agreement transfers our intellectual property rights to you.

1. FEEDBACK

If you submit feedback, suggestions, or ideas:

• You grant us a perpetual, royalty-free license to use them
• We are not obligated to implement them
• You are not entitled to compensation

1. TERMINATION

We may suspend or terminate your account if:

• You violate these Terms
• Your use poses security risks
• You use the Service unlawfully
• You fail to pay applicable fees

Upon termination:

• Your license to use the Services ends
• Upon account termination or deletion, SupplyAlert will delete or anonymize personal data associated with your account within a commercially reasonable period, not to exceed 180 days, unless retention is required to comply with legal obligations, regulatory requirements, security needs, dispute resolution, or enforcement of agreements. During any applicable retention period, users retain their rights to request access, correction, or deletion as permitted by law.

You may delete your account at any time.

1. DISCLAIMERS

The Services are provided “as is” and “as available” without warranties of any kind.

We disclaim all warranties:

• Express or implied
• Including merchantability, fitness for a particular purpose, and non-infringement

We do not guarantee:

• Accuracy of AI outputs
• Accuracy of vendor data
• Continuous availability
• Error-free performance

1. LIMITATION OF LIABILITY

To the maximum extent permitted by law, SupplyAlert is not liable for:

• Loss of data
• Business interruption
• Lost profits
• Inaccurate vendor classifications
• AI errors
• Unauthorized access resulting from user negligence
• Indirect, incidental, or consequential damages

Maximum liability = amount you paid to SupplyAlert in the last 12 months (If you paid nothing, liability is $0.)

Some jurisdictions do not allow such limitations; in those regions, limitations apply to the fullest extent permitted.

1. Indemnification

You agree to indemnify and hold SupplyAlert harmless from any claims arising out of:

• Your use of the Services
• Your User Content
• Any violation of these Terms
• Any violation of applicable law
• Claims by third parties regarding uploaded vendor data

1. Governing Law & Dispute Resolution

These Terms are governed by the laws of the State of New York, United States. You agree that:

• Any dispute will be resolved in New York courts.
• You consent to jurisdiction and venue there.
• You waive any objections to jurisdiction based on location.

1. Changes to These Terms

We may update these Terms from time to time. If changes are material, we may notify you:

• By email
• Through the platform
• By updating the “Last Updated” date

Continued use after changes means you accept the updated Terms.

1. Contact Information

For any questions about these Terms:

• Email: privacy@supplyalert.com
• Mail Address: 118 North Bedford, Mount Kisco, NY 10549
• DPO: Hadley Griffin- hadley@supplyalert.com