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 “Solutions” means the Solutions to be provided by Supply Day 360, LLC as described below in section 2.
1.2 “Service Development” means a work of authorship that is (i) delivered by Supply Day 360, LLC to Client in the course of providing Solutions, and (ii) created specifically for Client in the course of providing Solutions.
2. SOLUTIONS. Supply Day 360, LLC Services and Software provided to Client are detailed in the order form or Solutions or Subscription agreement.
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. Supply Day 360, LLC solely owns and retains the perpetual, irrevocable, worldwide, royalty-free and full-paid right, with the right to grant sublicenses, to use the structure, organization, arrangement and configuration of all such Service Developments in any manner, including but not limited to the creation of derivative works.
4.1 Client will not use any Supply Day 360, LLC Developments without prior written approval from Supply Day 360, LLC. If Client breeches this agreement Client 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 Development; minimum not less than one hundred times the price Client 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 AND SERVICE DEVELOPMENTS 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 OR SERVICE DEVELOPMENTS 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 Upon accepting this agreement Client shall immediately pay any applicable one-time setup quoted by Supply Day 360, LLC or specified in the Supply Day 360, LLC order form or Solutions or Subscription agreement Client used to purchase Supply Day 360, LLC Solutions.
6.2 Client shall pay the full price and follow the terms, quoted by Supply Day 360, LLC or specified in the Supply Day 360, LLC order form or Solutions or Subscription agreement Client used to purchase Supply Day 360, LLC Service, and agrees to pay this amount as set forth in the Supply Day 360, LLC order form or Solutions or Subscription agreement while the performance of this Agreement is in effect.
6.3 Client is responsible for all taxes assessed against Supply Day 360, LLC provision of Solutions, if any, excluding taxes based on Supply Day 360, LLC income. Client shall pay Supply Day 360, LLC for such taxes unless Client provides Supply Day 360, LLC with an exemption certificate acceptable to Supply Day 360, LLC.
6.4 All fees 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 Client’s payment obligations are more than thirty (30) days overdue, Supply Day 360, LLC may cease performance of its obligations hereunder until Client 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 Client. The price increase shall take effect on the next billing cycle. Fees for renewal terms shall not include one-time fees.
7. TERM AND TERMINATION.
7.1 If, at any time prior to thirty (30) days after Client signed Agreement, Client may give Supply Day 360, LLC written notice, with or without cause, of Client’s desire to cancel. Thereafter (after Thirty (30) days), Client may: (i) terminate this Agreement without cause with ninety (90) days prior written notice to Supply Day 360, LLC, and (ii) request termination of this Agreement with valid cause with thirty (30) days prior written notice to Supply Day 360, LLC. Supply Day 360, LLC will have fifteen (15) days to cure valid cause. If Supply Day 360, LLC does not cure valid cause then Supply Day 360, LLC will terminate Agreement with Client. Client 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 3, 4, 6, and 7 of this Agreement shall survive the expiration or termination of this Agreement for any reason.
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 Client 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 Client 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, Client 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 Client 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 Client shall obtain all necessary copyright permissions and privacy releases for materials included in the content that is given to the Supply Day 360, LLC. Client shall indemnify Supply Day 360, LLC against all claims and expenses, including reasonable attorney fees, due to Client’s failure to obtain such permissions or releases. Client 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.
This version was last updated on March 15th, 2022.