Thank you for choosing Supply Day 360, LLC. By ordering the Supply Day 360, LLC Software and Services (“Solution” or “Solution(s)”) you (“Customer”) are entering into a binding agreement with Supply Day 360, LLC. Your agreement with Supply Day 360, LLC includes the Purchase or Subscription Agreement (“Subscription”), Order Form or Check Out form, Terms and Conditions (“Terms”) and Privacy Policy (“Privacy Policy”) (collectively these are referred to as “Agreement”). You have read and understood the Agreement, accept this Agreement and agree to be bound by it.
1. DEFINITIONS. The following words, terms and phrases, where written with an initial capital letter shall have the meanings assigned to them below:
1.1 “Solution” means the combined software, services, and hardware to be provided by Supply Day 360, LLC as described in Customer’s order form, check out form, or Solutions or Subscription agreement.
1.2 “SaaS” means Supply Day 360, LLC’s cloud software, technology, and integrations provided to Customer to use.
2. ACCESS RIGHT AND USERS.
2.1 SaaS functionality provided to Customer is detailed in the order form, check out form, or Solutions or Subscription agreement.
2.2 Supply Day 360, LLC will provide access to the SaaS for Customer Users to use for day to day operational purposes only.
2.3 User are strictly limited to an employee or contractor directly employed by Customer. Customer will not provide or allow any third party access to SaaS. Customer will not provide videos, screenshots, or other images, documentation, audios, or any other media regarding the Solution to anyone outside of the Customer’s direct organization.
2.4 Customer will not have a right to a physical copy of the software.
3. PERFORMANCE.
3.1 If applicable and provided, any performance deliverables, responsibilities, and timelines are detailed in the order form or Solutions or Subscription agreement
4. INTELLECTUAL PROPERTY.
4.1 The software, the structure, organization and code embodied in the Supply Day 360’s SaaS are the valuable and confidential trade secrets of Supply Day 360 and are protected by intellectual property laws and treaties. Customer agrees to take all reasonable measures to protect Supply Day 360’s intellectual property rights and to abide by all applicable laws. Customer shall not, and will ensure that its Users do not, remove, alter, or destroy any proprietary, trademark or copyright markings or notices placed upon or contained within the SaaS or any related materials. Customer further agrees not to share designs or functionality with any third party without prior written approval from Supply Day 360.
4.2 Supply Day 360, LLC solely owns and retains all intellectual property rights.
4.3 Customer will not use any Supply Day 360, LLC Solution(s) without prior written approval from Supply Day 360, LLC. If Customer breaches this agreement Customer agrees to pay a minimum penalty fee and agrees to immediately stop using any and all of the Service Developments. The amount of the penalty is based on the specific Solution. Penalty will be minimally not less than one hundred times the price Customer paid.
5. WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY.
5.1 ALL SOLUTIONS ARE PROVIDED “AS IS”, AND SUPPLY DAY 360, LLC HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE SOLUTIONS PROVIDED UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, FREEDOM FROM INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, OR ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
5.2 IN NO EVENT SHALL SUPPLY DAY 360, LLC LIABILITY OF ANY KIND WITH RESPECT TO THE SOLUTIONS PROVIDED UNDER THIS AGREEMENT, OR OTHERWISE ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDE ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE.
5.3 IN NO EVENT SHALL SUPPLY DAY 360, LLC LIABILITY (A) WITH RESPECT TO ANY SERVICE, EXCEED THE AMOUNT REMITTED TO SUPPLY DAY 360, LLC IN THE MONTH IN WHICH THE RELATED CLAIM IS MADE, AND (B) OF ANY KIND WITH RESPECT TO THIS AGREEMENT EXCEED, IN THE AGGREGATE, THE AMOUNT REMITTED TO SUPPLY DAY 360, LLC IN THE MONTH IN WHICH THE RELATED CLAIM IS MADE.
5.4 Supply Day 360, LLC SHALL not be liable for any loss or damage caused by delay in furnishing Solutions under this agreement, or any other performance under or pursuant to this agreement
6. PRICE AND PAYMENT.
6.1 Customer shall pay in full and per the terms, any One-Time Onboarding/Setup Fees specified in the Supply Day 360, LLC order form, check out form, or Solutions or Subscription agreement Customer used to purchase Supply Day 360, LLC Solutions.
6.2 Customer shall pay in full and per the terms, any Subscription or Service Fees specified in the Supply Day 360, LLC order form, check out form, or Solutions or Subscription agreement Customer used to purchase Supply Day 360, LLC Solution. Customer agrees to continue payment of recurring Subscription Fees per the terms as set forth in the Supply Day 360, LLC order form, check out form, or Solutions or Subscription agreement while the performance of this Agreement is in effect.
6.4 All fees and payments are non-refundable, even in the event the Agreement is terminated mid-month or in a future renewal month except as stated in section 7.1 of this Agreement.
6.5 Overdue payments shall bear interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate allowed under applicable law. In addition, if any of Customer’s payment obligations are more than thirty (30) days overdue, Supply Day 360, LLC may cease performance of its obligations hereunder until Customer remits such payment in full. The foregoing shall be in addition to any other remedies available to Supply Day 360, LLC.
6.6 Supply Day 360, LLC may increase prices with a minimum of sixty (60) days prior notification to Customer. The price increase shall take effect on the next billing cycle. Fees for renewal terms shall not include one-time fees. Price increases will be limited to once per year.
6.7 In addition to the sections above, the following applies to Customers on a cost savings performance based pricing plan:
a) The recurring fee will be a split percentage of the monthly cost savings the Customer realizes from the Supply Day 360, LLC pricing optimization (cost savings) efforts. This includes price reductions, rebates received, and other valuable consideration Customer receives, directly or indirectly. The fee also includes the use and access of the SaaS software along with cost savings and benefits of using the Modules in the SaaS software.
b) The Customer agrees to pay the cost savings split percent specified on the order form, check out form, or Solutions or Subscription agreement.
c) Customer agrees to fully pay the monthly invoice, or at a frequency otherwise agreed to and expressed in the order form, check out form, or Solutions or Subscription agreement. Invoices are due by the fifteenth (15th) of each Month. Customer agrees to make an electronic payment to Supply Day 360, LLC. Customer is fully responsible for any charges or fees that maybe incurred in sending the electronic payment. In addition to the late fee consequences stated in this Agreement, Customer agrees to pay a late fee of one hundred fifty dollars ($150) for each late invoice.
d) An item’s cost basis will be set based on what the Customer is currently paying or, for new items, the lowest non-GPO price across the four major suppliers (Cardinal, Medline, McKesson, and Henry Schein).
e) Supply Day 360, LLC and Customer will perform at least a Semi-Annual Business Review. Included in the Review will a price review and analysis. One of the tasks will be to adjust an item’s cost basis based on supplier’s price and inflation increases. Supply Day 360, LLC will perform this task will the assistance from the Customer.
f) If Supply Day 360, LLC invoiced amounts, within a six (6) month period, do not meet the minimum amount to “keep the lights on” then the Customer agrees to pay the difference between the actual amounts paid during the six months and the minimum amounts. The minimum amount is fifty dollars ($50) per location, per month.
7. TERM AND TERMINATION.
7.1 Unless specified in the Supply Day 360, LLC order form, check out form, or Solutions or Subscription agreement the Initial Term of this Agreement is for six (6) months. The start date is when the first monthly Subscription Fee is paid. After the Initial Term, the Agreement will be in effect and automatically renewal annually until: (i) Customer terminates this Agreement without cause with sixty (60) days prior written notice to Supply Day 360, LLC, or (ii) Customer or Supply Day 360 terminate this Agreement with cause with thirty (30) days prior written notice to the other party. The other party will have fifteen (15) days to cure the breach. If other party does not cure the breach then the Agreement will terminate on day 30. Customer is responsible for fees through and until termination date. Fees are non-refundable, even in the event of termination of this Agreement.
7.2 Upon the expiration or termination of this Agreement for any reason, the parties’ rights and obligations pursuant to Sections 4, 5, and 6, of this Agreement shall survive the expiration or termination of this Agreement for any reason.
8. GENERAL.
8.1 This Agreement does not make either party the employee, agent or legal representative of the other for any purpose whatsoever. Neither party is granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf of or in the name of the other party. In fulfilling its obligations under this Agreement, each party shall be acting as an independent contractor.
8.2 Customer may not assign or otherwise transfer its rights and obligations under this Agreement without the prior written consent of Supply Day 360, LLC. A successor to Supply Day 360, LLC by assignment of this Agreement, or to the assets or business of Supply Day 360, LLC by merger, operation of law, purchase or otherwise, shall acquire all interests of Supply Day 360, LLC hereunder. Any prohibited assignment shall be null and void.
8.3 Any notice required or permitted to be given under this Agreement must be given by overnight courier service or United States registered or certified mail or email, addressed to the individual signatories to this Agreement at the respective addresses of the parties as first written above. Notices so given shall be effective upon the earlier to occur of (i) receipt by the party to which notice is given, or (ii) the fifth (5th) business day following the date such notice was posted, whichever occurs first.
8.4 This Agreement is entered into between the parties, which shall be incorporated as integral parts of this Agreement, (i) constitutes the entire agreement between the parties with respect to the subject matter hereof, (ii) supersedes any and all other agreements between the parties related thereto, as well as all proposals, oral or written, and all negotiations, conversations or discussions between the parties related to this Agreement and (iii) may be executed in two or more counterparts, each of which shall be deemed an original hereof. Except as expressly provided in this Agreement entered into between the parties no product or service specifications, or terms and conditions that are additional or contrary to the terms of this Agreement, whether contained in any purchase order, sales order or other communication from Customer or any third party, shall be construed as, or constitute a waiver of these terms and conditions, or acceptance of any such additional terms, conditions or specifications. Supply Day 360, LLC hereby rejects and objects to such additional or contrary terms, conditions or specifications.
8.5 No failure by either party to take any action or assert any right hereunder shall be deemed to be a waiver of such right.
8.6 If any of the terms of this Agreement are in conflict with any rule of law or statutory provision or otherwise unenforceable under the laws or regulations of any government or subdivision thereof, such terms shall be deemed stricken from this Agreement, but such invalidity or unenforceability shall not invalidate any of the other terms of this Agreement and this Agreement shall continue in force, unless the invalid or unenforceable provisions comprise an integral part of, or are otherwise inseparable from, the remainder of this Agreement.
8.7 This Agreement shall be governed by, and interpreted and construed in accordance with, the laws of the State of Wyoming, excluding its conflicts of law provisions.
8.8 Without Supply Day 360, LLC prior written consent, Customer shall not, for a period of twenty-four (24) calendar months immediately following termination of this Agreement, or any extension thereof, for any reason, either directly or indirectly solicit or hire, or attempt to solicit or hire, any of Supply Day 360, LLC employees, subcontractors or independent contractors, either for itself or for any other person or entity.
8.9 Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in Wyoming by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
8.10 Supply Day 360, LLC may place the logo of the Customer on the Supply Day 360, LLC website as a means to promote the relationship, but no other form of promotion or marketing claim can be made without the express written consent of both parties.
8.11 Customer shall obtain all necessary copyright permissions and privacy releases for materials included in the content that is given to the Supply Day 360, LLC. Customer shall indemnify Supply Day 360, LLC against all claims and expenses, including reasonable attorney fees, due to Customer’s failure to obtain such permissions or releases. Customer gives full permission to use all content provided to the Supply Day 360, LLC under the terms of this agreement, including photos, videos, and all other content provided to Supply Day 360, LLC.
8.12 Supply Day 360, LLC reserves the right to change these Terms at any time, effective immediately upon posting it on the Supply Day 360, LLC website.
9. SUPPORT AVAILABILITY. Coverage parameters specific to the SaaS covered in this Agreement are as follows:
9.1 Business Hours – 8:00 A.M CST to 5:00 P.M. CST Monday – Friday. Closed Public holidays.
9.2 Portal support: Customer will have the ability to create, submit and monitor tickets via the Supply Day 360, LLC SaaS 24/7.
9.3 Tickets received outside of office hours of 8:00 A.M CST to 5:00 P.M. CST Monday – Friday will be collected, however Support Specialists will not be able to return the call until the next business day.
9.4 Telephone support: 8:00 A.M CST to 5:00 P.M. CST Monday – Friday
9.5 Calls received outside of office hours will be answered by the Supply Day 360, LLC Business Support Center; however Support Specialists will not be able to return the call until the next business day.
9.6 Email support: Customer will have the ability to create and submit tickets 24/7 via email.
9.7 Emails received outside of office hours of 8:00 A.M CST to 5:00 P.M. CST Monday – Friday will be collected, however Support Specialists will not be able to return the call until the next business day.
10. SUPPORT RESPONSE.
10.1 In support of the SaaS outlined in this Agreement, Supply Day 360, LLC will respond to support requests submitted during business hours by the Customer within the following time frames:
10.2 The target is to provide an initial response within a maximum of 3 business hours
11. SAAS MAINTENANCE AND AVAILABILITY.
11.1 Supply Day 360, LLC will provide Customer Updates and Upgrades as available.
11.2 Supply Day 360, LLC will use commercially reasonable efforts to ensure that the SaaS Software conforms to the service level requirements set forth in this Section (the “Service Level Agreement”). Customer acknowledges and agrees that Supply Day 360, LLC uses third parties to host the SaaS Software, and that from time to time the terms of this Service Level Agreement may be changed, modified, or amended from time to time by Supply Day 360, LLC without the prior written consent of Customer. Supply Day 360, LLC shall give Customer notice of any such changes, modifications, or amendments as soon as commercially reasonable after Supply Day 360, LLC is made aware of such changes. The SaaS Software is accessed by Customer via the Internet. Supply Day 360, LLC assumes no responsibility for Customer’s ability or inability to access the Internet.
| System Availability | The SaaS Software will be available for Customer access (uptime) 99% of the time 24x7x365, subject to the terms of this Service Level Agreement measured monthly. This does not include any local system or communications failure of Customer. Uptime excludes (i) scheduled maintenance (times available upon request); (ii) emergency maintenance requested by Customer or other Supply Day 360, LLC customers that must by its nature only be conducted outside the scheduled maintenance window; provided, however, that Supply Day 360, LLC shall notify Customer as soon as practicable of the need for such emergency maintenance before the SaaS Software is taken offline; (iii) downtime caused by any unauthorized use of the SaaS Software by Customer; and (iv) circumstances beyond Supply Day 360, LLC’s reasonable control. Supply Day 360, LLC is not responsible for issues that might occur with global Internet or Force Majeure. |
| Latency | Supply Day 360, LLC cannot be responsible for Customer LAN or WAN issues nor the Internet. |
| System Maintenance | SaaS Software hosting environment maintenance shall generally occur during lowest-usage periods on a monthly basis, or such other schedule as Supply Day 360, LLC deems reasonable and necessary, in its sole discretion. Currently, the scheduled maintenance window takes place during 6:00 P.M. (PST) and 11:00 A.M. (PST), on an as needed basis. Third Party system maintenance follows the standards individually setup by those parties (e.g., Oracle Cloud Infrastructure) and occurs automatically as needed. Customer acknowledges and agrees that such third party maintenance is outside of the scope and control of Supply Day 360, LLC, and as such, hereby acknowledges and agrees that Supply Day 360, LLC shall not be held liable for the frequency or impact of any third party outages, maintenance, updates or upgrades that may occur from time to time during the Term. In the event of any detrimental performance experienced (including system down) by Customer due to third party outage, maintenance, update, or upgrade, Supply Day 360, LLC shall investigate as soon as commercially practical and may provide additional Updates and Upgrades, as may be determined by Supply Day 360, LLC to mitigate the disruption to Customer |
| Disaster Recovery | For disaster recovery purposes, Supply Day 360, LLC may have available backup servers in a secondary data center. If Supply Day 360, LLC declares a disaster situation, the Customer data and use of the SaaS Software will be restored within seventy two (72) hours. A test of this disaster recovery service will be performed periodically. |
| Service Level Specifications | 14. Service Level Specifications |
12. CUSTOMER REQUIREMENTS
12.1 Customer shall be responsible for:
12.2 Providing a dedicated individual(s) to coordinate, manage and complete all Customer on boarding tasks, implementation and go-live tasks and post go-live tasks. Tasks include, but not limited to, providing supplier item usage and pricing files, completing on boarding workbooks, potentially specific configuration setup, business process changes, user setup documents, test execution, end user training, any necessary relabeling, any necessary installation and setup of racks & bins, and customer assigned cutover & deployment tasks. Supply Day 360, LLC will identify what are Supply Day 360, LLC tasks and what are Customer tasks.
12.3 Assessing, troubleshooting and creating new or changing any existing configuration, setup and processes in Customer’s systems or infrastructure (e.g. firewall wall policy, running power, running network cable) prior to or after go-live. If requested by Customer, Supply Day 360, LLC may provide assistance for an additional charge.
12.4 Retrofitting software code and/or resolving any issues with any existing Customer software customizations, configuration and/or setup prior to or after go-live so that the Supply Day 360, LLC provided Solution will work as designed.
12.5 When purchasing scanning and or printing hardware, such models must be approved in advance by Supply Day 360, LLC and all support and maintenance responsibilities for such hardware shall be provided by the Customer.
12.6 Customer will ensure all locations where SaaS will be utilized will have a strong connection to the Customer’s network, have minimally a 50 mbps internet connections, and running Windows or Mac Operating Systems.
12.7 Customer will provide first line of end-user support, before escalating to Supply Day 360, LLC support. Support calls to Supply Day 360, LLC shall be initiated by Customer’s designated representatives.
12.8 For pricing optimization services, Customer will sign an Authorization Letter allowing the Supply Day 360, LLC representative authority to establish supplier relationships and/or negotiate on behalf of customer (but not executed agreements).
13. EXCLUSIONS.
13.1 Notwithstanding anything set forth in this Subscription Agreement, Supply Day 360, LLC shall have no obligation to address any issues arising from, or any failure of the SaaS related to (i) Customer’s misuse or alteration of the SaaS, (ii) failure or fluctuation of electrical power, telecommunications facilities, or the internet not arising from Supply Day 360, LLC’s gross negligence or intentional misconduct, (iii) maintenance of any software underlying the SaaS by anyone other than Supply Day 360, LLC or its authorized representatives, (iv) Customer’s combining or merging the SaaS with any services, hardware, or software not identified as compatible by Supply Day 360, LLC, (v) use of the SaaS other than in accordance with the documentation applicable in this Subscription Addendum, or (vi) Customer’s provision to Supply Day 360, LLC of incorrect set-up information, configuration directions or other information. This Section shall survive termination of the Subscription Agreement for any reason.
14. SERVICE LEVEL SPECIFICATIONS
Supply Day 360, LLC will provide support throughout the term of this Agreement in a manner that meets or exceeds the applicable Service Level Specifications. These Service Level Specifications are identified as follows: Below are measurements to use as guidelines and will be reviewed and changed as necessary, upon agreement of both parties in writing.
| Service Level | Business Objective | Performance Standard | Exceptions | Assumptions | Measurement Formula | Meas. Reporting Period | Data Source(s) |
| Customer Satisfaction | To measure Customer satisfaction with support provided by Supply Day 360, LLC, and to provide an objective forum for Customer to provide feedback. | 85% of all Customer responses will rate Supply Day 360, LLC resolutions as 3 to 5 stars. | Cases that are not evaluated/graded are excluded from the measurement formula | Customer will rate Supply Day 360, LLC resolutions via the Supply Day 360, LLC Help Desk Software | The number of responses with 3, 4 or 5 stars divided by the total number of rated responses (excludes ungraded tickets). | Quarterly | Supply Day 360, LLC Help Desk Software. |
| Response Time | To measure Supply Day 360, LLC’s response time to new tickets | 99% of all new tickets must be responded and assigned within 3 business hours. | Help Desk Software is unavailable due to an exception scenario of unscheduled maintenance | All issues and/or tasks are submitted to Supply Day 360, LLC as defined in 2.1 Service Availability section. | Total tickets assigned and responded to within 3 hours divided by total tickets. | Quarterly | Supply Day 360, LLC Help Desk Software. |
| Resolved Tickets | To measure emergency production issue response times. | 90% of all tickets classified as “Issues (Production)” that have a Priority of “Emergency” must be resolved within 8 business hours. | Issues that are out of Supply Day 360, LLC’s direct control to resolve. This includes, but is not limited to, internet access issues, internet infrastructure issues, and user hardware issues | Customer will classify the ticket Type as an Issue (Production) with priority “Emergency” via the Supply Day 360, LLC Support Portal. | Total tickets classified as an “Issue (Production)” with a priority of “Emergency” resolved within 8 business hours divided by the total tickets classified as an “Issue” with a priority of “Emergency” | Quarterly | Supply Day 360, LLC Help Desk Software. |
| Supply Day 360, LLC Ticket Creation Availability | To measure stability and reliability to create and manage tickets. | Help Desk Software availability at a state of 99% of the time. | Total hours of operation in reporting period minus hours of system down time divided by total hours of operation in reporting period. | Monthly | Supply Day 360, LLC Help Desk Software. | ||
| SaaS Availability | To measure SaaS availability | Provide access to SaaS 99% of the time during business hours | Total hours of operation in reporting period minus hours of system down time divided by total hours of operation in reporting period. | Quarterly | Supply Day 360, LLC Business Support Center |
This version was last updated on October 23, 2024.