Suplo Procurement LT, UAB subscription services agreement / Terms of Service
These Terms of Service were last updated on December 29, 2017.
These Terms of Service is an agreement between the person visiting, browsing, accessing, downloading, installing or otherwise using (the terms “use” and “using” will refer to any of the foregoing) the Suplo procurement platform or procurement services at https://www.suplo.com/. Such person, (the “Customer” or the “Subscriber”) and Suplo Procurement LT, UAB (“Suplo”) are jointly referred to as the “Parties” and each, a “Party”. The agreement is entered into on the date Customer first uses any part of the platform and agrees to be bound by these Terms of Service.
The Suplo procurement platform (“Suplo platform”) is the easiest way to meet Your needs to reduce sale-purchase costs, simplify and improve company‘s visibility, enhance control over spending decisions and management. By making electronic previously manual sale-purchase processes Suplo platform users can identify opportunities to reduce costs and gain control over suppliers, contracts, purchases and payments.
The Suplo platform is a procurement platform owned and operated by Suplo Procurement LT, UAB (“Suplo”), a Lithuanian (European) corporation. Please read these terms of service (“Agreement”) carefully before using the Suplo platform or any of it’s services (collectively, “Services”). By clicking “accept” and / or using or accessing the Services, You agree to become bound by all the terms and conditions of this Agreement. If You do not agree to all the terms and conditions of this Agreement, do not use the Suplo platform and / or Services. The Services are accessed by You (“Subscriber” or “You”) under the following terms and conditions:
1. Access to the Services. Use of the Suplo platform.
Subject to the terms and conditions of this Agreement, Suplo may provide its Services solely for Your (Subscriber’s) own use, and not for the use or benefit of any third party. Services shall include, but not be limited to, any Services that may be found at https://www.suplo.com/, as well as the offering of any other Content on the Suplo platform. Suplo may change, suspend or discontinue the Services at any time, including the availability of any feature, database, or content. Suplo may also impose limits on certain features and services or restrict Your access to parts or all of the Services without notice or liability. Suplo reserves the right, at its discretion, to modify these Terms of Service at any time by posting revised Terms of Service and by providing notice via e-mail, where possible. You shall be responsible for reviewing and becoming familiar with any such modifications. Use of the Suplo platform and Services by any Subscriber following such modification constitutes Subscriber's acceptance of the terms and conditions of this Agreement as modified.
By accepting this Agreement you certify to Suplo that you are an individual at least 18 years of age and have the capacity to enter into this legally binding Agreement. If You are using the Suplo services on behalf of another person or entity, You hereby represent ant warrant Suplo that You have the authority to bind such person or entity to this Agreement. No one under the age of 18 may provide any personal information to or on Suplo (including, for example, a name, address, telephone number or email address). You also certify that You are legally permitted to use the Services and access the Suplo platform, and take full responsibility for the selection and use of the Services. Access to the Suplo platform and Services may not be legal by certain persons or in certain countries. If You access the Suplo platform or Services from outside the United States, or Europe You do so at Your own risk and You are responsible for compliance with the laws of Your own jurisdiction.
Suplo will use reasonable efforts to ensure that the Services are available twenty-four hours a day, seven days a week. However, there will be occasions when the Suplo platform and/or Services will be interrupted for maintenance, upgrades and repairs or due to failure of telecommunications links and equipment. Every reasonable step will be taken by Suplo to minimize such disruption where it is within Suplo’s reasonable control.
Suplo may, at its discretion and without notice: (i) suspend, terminate, or limit platform Subscribers’ access to or use of the Suplo platform or any component thereof; or (ii) modify the Suplo platform. Suplo will use commercially reasonable efforts to provide reasonable advance notice of such suspension, termination, or limitation.
You agree that Suplo will not be liable in any event to You or any other party for any suspension, modification, discontinuance or lack of availability of the Suplo platform, or the Services, or any Subscriber Content, or other content.
Suplo retains the right to create limits on use of Suplo platform or Services at its sole discretion at any time with or without notice.
Subscriber shall be responsible for obtaining and maintaining any equipment or ancillary services needed to connect to, access the Suplo platform or otherwise use the Services, including, without limitation, internet access, modems, hardware, software, and long distance or local telephone service, etc. Subscriber shall be responsible for ensuring that such equipment or ancillary services are compatible with the Suplo platform or Services provided.
When using the Suplo platform or any of its Services, we grant You a personal, limited, non-exclusive license to use our software or application.
When using the Suplo platform or Services You are granted a license only for Your personal use. This means that You cannot sell Suplo services anywhere else, share Your license with anyone else, reverse engineer or otherwise attempt to copy Suplo platform or a single service, or try and make money off of it without prior written Suplo permission. Even if Suplo offers You particular service for free, You must still abide by these provisions and not copy or otherwise use in a manner prohibited by this section. You obtain no ownership rights when You purchase and download any software, but are instead buying a license to install and use our software within the confines of this Agreement.
When using Suplo platform or single Service, You assume full responsibility for Your use and agree not to use it in ways not explicitly authorized by Suplo. You are solely responsible for the use of Suplo platform and agree not to access, copy, or otherwise use Suplo platform or Services, including Suplo intellectual property and trademarks, except as authorized by these Terms of Service, or as otherwise authorized in writing by Suplo. By using Suplo platform or any single service You agree and oblige to the following:
• not to transmit, upload or hold anything that is illegal, abusive, harassing, harmful to reputation, pornographic, indecent, profane, obscene, hateful, racist, or otherwise objectionable in our reasonable opinion;
• to provide truthful and accurate content;
• not to transmit any malicious or unsolicited software;
• not to impersonate any person or entity, use a fictitious name, or misrepresent Your affiliation with a person or entity;
• not to violate any requirements, procedures, policies or regulations of networks connected to Suplo;
• not to interfere with or disrupt Suplo platform or Services;
• not to hack, spam or phish Suplo or other users;
• to act within the bounds of common decency when using Suplo website or Services;
• not to impersonate any person or entity or misrepresent Your affiliation with a person or entity;
• not to collect or store personal information about other end users;
• not violate any law or regulation. You are solely responsible for such violations;
• not to copy, modify, rent, lease, loan, sell, assign, distribute, reverse engineer, grant a security interest in, or otherwise transfer any right to the technology or software underlying the Suplo platform, or any of the Services provided;
• not to cause or aid in the cause of the destruction, manipulation, removal, disabling, or impairment of any portion of the Suplo platform, including the de-indexing or de-caching of any portion of the Suplo platform from a third party’s websites, such as by requesting its removal from a search engine;
• not to infringe Suplo intellectual property unless You have our permission to use it in the specific manner that You used it;
• never access Suplo through a virtual private network or by proxy.
If You are discovered to be undertaking any of the aforementioned actions Your privileges to use the Suplo platform or Services may at Suplo discretion be terminated or suspended. Generally, Suplo will provide an explanation for any suspension or termination of Your use of any of our Services, but Suplo reserves the right to suspend or terminate any account at any time without notice or explanation.
2. Suplo platform content
The Suplo platform and its contents are intended solely for the personal use of the Suplo platform Subscribers and may only be used in accordance with the terms of this Agreement. All materials displayed or performed on the Suplo platform, including, but not limited to text, graphics, logos, tools, photographs, images, illustrations, functions, software or source code, audio and video, and animations (collectively, “Content”) (other than content posted by Subscriber (“Subscriber Content”)) are the property of Suplo and/or third parties and are protected by the copyright laws of the Republic of Lithuania and international copyright laws.
All trademarks, service marks, and trade names are proprietary to Suplo and/or third parties. Subscriber shall abide by all copyright notices, information, and restrictions contained in any content accessed through the Services.
Subscriber must not download or copy the content from Suplo platform for any use, except expressly for download intended content.
When You send any content through Suplo, You grant Suplo and its affiliates, representatives and assigns a non-exclusive, fully-paid, perpetual, royalty-free, world-wide, universal, transferable license to display, publicly perform, distribute, store, broadcast, transmit, reproduce, modify, prepare derivative works and otherwise use and reuse all or part of Your content and anything we may make with Your content through Suplo or any other medium currently invented or invented in the future. We reserve the right to display advertisements in connection with Your content, and to use Your content to advertise and promote Suplo.
We are not required to host, display, or distribute any content, and we may refuse to accept or transmit content, and may remove or delete any content from the Suplo platform at any time.
3. Subscriber Content
You agree that all Subscriber content that You contribute to the Suplo platform is perpetually and irrevocably, free of charge licensed to Suplo. You grant Suplo the perpetual and irrevocable right and license to use, copy, cache, publish, display, distribute, modify, create derivative works and store such Subscriber content and, except as otherwise set forth herein, to allow others to do so in any medium now known or hereinafter developed (“Content License”) in order to provide the Services, even if such Subscriber Content has been contributed and subsequently removed by You. Subscriber warrants, represents and agrees Subscriber has the right to grant Suplo the rights set forth above. Subscriber represents, warrants and agrees that it will not contribute any Subscriber Content that (a) infringes, violates or otherwise interferes with any copyright or trademark of another party, (b) reveals any trade secret, unless Subscriber owns the trade secret or has the owner’s permission to post it, (c) infringes any intellectual property right of another or the privacy or publicity rights of another, (d) is libelous, defamatory, abusive, threatening, harassing, hateful, offensive or otherwise violates any law or right of any third party, either violates the public order or public interest (e) contains a virus, trojan horse, worm, time bomb or other computer programming routine or engine that is intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information, or (f) remains posted after Subscriber has been notified that such Subscriber Content violates any of sections (a) to (e) of this sentence. Suplo reserves the right to remove any Subscriber Content from the Suplo platform, re-post to the Suplo platform any Subscriber Content removed by any Subscriber or former Subscriber, suspend or terminate Subscriber’s right to use the platform or any Services at any time, or pursue any other remedy or relief available to Suplo under equity or law, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Subscriber Content or if Suplo is concerned that Subscriber may have breached the immediately preceding sentence), or for no reason at all.
In the event that You post or otherwise use Subscriber Content outside of the Suplo platform or Services, with the exception of content entirely created by You, You agree that You will follow the license attribution rules as follows:
- You will ensure that any such use of Subscriber Content visually displays or otherwise indicates the source of the Subscriber Content as coming from the Suplo. This requirement is satisfied with a discreet text blurb, or some other unobtrusive but clear visual indication.
- You will ensure that any such Internet use of Subscriber Content includes a hyperlink directly to the original question on the source site on the Suplo platform;
Profile Content is information about You (a Subscriber) that is contributed by You or inferred about You by Your activity.
During account registration we require that You provide us with Your name, company name, and e-mail. We may also require additional information from You if necessary. Your credit card information, if required, will be provided to third party payment processor.
After registering, Suplo will provide You with a username or you may create your own. We have the final discretion in granting accounts and reserve the right to reject users without explanation.
We will never disclose Your personally identifying information to third parties without Your consent. However, we may provide non-identifying information to third parties in any form. We may at our discretion restrict, limit or revoke Your ability to register or use Suplo platform or any Services at any time.
Subscriber is responsible for all of its activity in connection with the Services and accessing the Suplo platform or any of its Services. Any fraudulent, abusive, or otherwise illegal activity or any use of the Services or Suplo platform in violation of this Agreement may be grounds for termination of Subscriber’s right to Services or to access the Suplo platform. Subscriber may not post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any Suplo platform user.
Use of the Suplo platform or Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material including that are deemed threatening or obscene, or engage in any kind of illegal activity is expressly prohibited. Under no circumstances will Subscriber use the Suplo platform or the Services to (a) send unsolicited e-mails, bulk mail, spam or other materials to users of the Suplo platform or any other individual, (b) harass, threaten, stalk or abuse any person or party, including other users of the Suplo platform, (c) create a false identity or to impersonate another person, or (d) knowingly post any false, inaccurate or incomplete material, or (e) copy, download, or scrape any Suplo platform content for the purpose of indexing software engineers, sourcing, compiling databases, providing content for other websites or platforms, etc., without the express permission of Suplo.
5. Warranty disclaimer
You, the Subscriber, agree that Suplo is not responsible or liable in any way for damages caused by third parties who may use Suplo platform services, including but not limited to people who commit intellectual property infringement, defamation, tortuous interference with economic relations, fraud ir any other actionable conduct towards You. Suplo is not liable for any failure of the goods or services of our company or a third party, including but not limited to any failures or disruptions, untimely delivery, scheduled or unscheduled, intentional or unintentional, or any other failures or disruptions which cause harm or damages or prevent Your access to Suplo platform temporary or permanently. The provision of all and any Suplo services to You ir contingent on Your agreement with the above and all other sections of this Agreement.
Suplo has no special relationship with You or fiduciary duty to You or other Subscribers. You acknowledge that Suplo has no control over, and no duty to take any action regarding: which users gains access to the Suplo platform or Services; which Suplo services Subscribers accesses via the Suplo platform; what effects the Suplo platform may have on You and other Subscribers; how Subscribers may interpret or use the Suplo platform; or what actions Subscribers may take as a result of having been exposed to the Suplo platform. Much of the Content of the Suplo platform is provided by and is the responsibility of the user or Subscribers who posted the Content. Suplo does not monitor the content of the Suplo platform and takes no responsibility for such content. You release Suplo from all liability for You having acquired or not acquired services through the Suplo platform. The platform may contain, or direct You to sites containing, information that some people may find offensive or inappropriate or even deceptive. Suplo makes no representations concerning any content contained in or accessed through the platform, and Suplo will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Suplo platform.
Suplo expressly disclaims any representation, condition or warranty that any data or information provided to Subscriber in connection to Subscriber’s use of the Suplo platform, any of its Services or any part thereof, is accurate, or can or should be relied upon by any Subscriber for any purpose whatsoever.
Although Suplo and the Suplo platform will make reasonable efforts to store and preserve some of the material residing on the platform, neither Suplo nor the Suplo platform is responsible or liable in any way for the failure to store, preserve or access Subscriber Content or other materials You transmit to or receive from the platform. You are strongly urged to take measures to preserve copies of any data, material, content or information You post or upload on the Suplo platform or download from it. Suplo shall also not provide Subscriber Content removal or modification services. None of Subscriber related content shall be extracted from the Suplo platform systematically. Only manual Subscriber Content extraction from the Suplo platform made by Subscriber itself shall be available. Extraction of other content from the Suplo platform shall not be provided and / or available.
The Services and the whole activity of the Suplo platform and any software present there are provided on an "as is" basis, without warranties of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose or non-infringement. Suplo makes no representations or warranties of any kind with respect to the Suplo platform, the Services, including any representation or warranty that the use of the Suplo platform or Services will (a) be timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, (b) meet Your requirements or expectations, (c) be free from errors or that defects will be corrected, (d) be free of viruses or other harmful components.
To the fullest extent allowed by law, Suplo disclaims any liability or responsibility for the accuracy, reliability, availability, completeness, legality or operability of the material or services provided on the Suplo platform. By using the Suplo platform or Services, You acknowledge that Suplo is not responsible or liable for any harm resulting from (1) use of the platform or Services; (2) downloading or using information contained on the Suplo platform including but not limited to downloads of content posted by other Subscribers; (3) unauthorized disclosure of images, information or data that results from the upload, download or storage of content posted by other Subscribers; (4) the temporary or permanent inability to access or retrieve any Subscriber Content from the Suplo platform, including, without limitation, harm caused by viruses, worms, trojan horses, or any similar contamination or destructive program.
6. Third party websites
Users of the Suplo platform may gain access from the platform to third party sites on the Internet through hypertext, hyperlink or other computer links on the platform or through certain Suplo service. Third party sites are not within the supervision or control of Suplo or the platform. Unless explicitly otherwise provided, Suplo makes no representation or warranty whatsoever about any third party site that is linked to the Suplo platform, or endorse the products or services offered on such site. Suplo and the Suplo platform disclaim: (a) all responsibility and liability for content on third party websites and (b) any representations or warranties as to the security of any information (including, without limitation, credit card and other personal information) You might be requested to give any third party, and You hereby irrevocably waive any claim against the Suplo platform or Suplo with respect to such sites and third party content.
7. Registration and security
As a condition to using Services, Subscriber may be required to register with Suplo and select a password and / or profile name. Subscriber shall provide Suplo with accurate, complete, and updated registration information, including Subscriber’s e-mail address and other ID and contact details. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of Subscriber's account. Subscriber may not (a) select or use as a profile name a name of another person with the intent to impersonate that person; or (b) use as a profile name a name subject to any rights of a person other than Subscriber without appropriate authorization. Suplo reserves the right to refuse registration of, or cancel a profile name in its discretion. Subscriber shall be responsible for maintaining the confidentiality of Subscriber's user name and password. Subscriber is solely responsible for any use of or action taken under Subscriber’s password and accepts full responsibility for all activity conducted through Subscriber’s account and agrees to and hereby releases the Suplo platform and Suplo from any and all liability concerning such activity. Subscriber agrees to notify Suplo immediately of any actual or suspected loss, theft, or unauthorized use of Subscriber’s account or password. The Suplo platform will take reasonable security precautions when using the internet, telephone or other means to transport data or other communications, but expressly disclaims any and all liability for the accessing of any such data communications by unauthorized persons or entities.
Subscriber will indemnify and hold Suplo, its directors, officers, employees, agents, consultants, contractors, partners, vendors and service providers (including, without limitation, hosting and telecommunications providers) harmless, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of Subscriber’s access to the Suplo platform, use of the Suplo platform or any of its Services, or the violation of this Agreement by Subscriber, or the infringement by Subscriber, or any third party using the Subscriber's account, of any intellectual property or other right of any person or entity. Subscriber will fully cooperate with Suplo in the defence of any claim defended by Subscriber pursuant to its indemnification obligations under this Agreement and will not settle any such claim without the prior written consent of Suplo.
9. Limitation of liability
In no event shall Suplo, its directors, officers, shareholders, employees, members, agents, consultants, contractors, partners, vendors and service providers (including, without limitation, hosting and telecommunications providers) be liable with respect to the Suplo platform or the Services for (a) any direct or indirect, incidental, punitive, or consequential damages of any kind whatsoever; (b) damages for loss of use, profits, data, images, Subscriber Content or other intangibles; (c) damages for unauthorized use, non-performance of the Suplo platform, errors or omissions; or (d) damages related to downloading or posting Content, (e) damages related to completed or cancelled transactions on Suplo platform, (f) damages related to non-fulfilment of contractual obligations of other Subscribers on the Suplo platform. In any case Suplo's and the Suplo platform’s collective liability under this agreement shall be limited to 100,- EUR (one hundred Euros).
10. Fees and payment
If you are purchasing a monthly plan or other plan based on continuous use of the Suplo platform, please be aware that your credit card will be charged and automatically billed on a monthly (or other regular) basis without additional notice to you. You will receive invoices via email. We reserve the right to raise our monthly rates at any time; however, we will provide you with notice of the fee increase. Your information will be disclosed to our third party payment processor to process payments.
Suplo may change its prices at any time but will provide You reasonable notice of any such changes by posting the new prices on the Suplo platform and by sending You email notification. If You do not wish to pay the new prices, You may cancel the services prior to the change going into effect.
Either party may terminate the Services at any time by notifying the other party by any means. Already paid payments are not refunded upon such termination. Suplo may also terminate, block, or suspend any and all Services and access to the Suplo platform immediately, without prior notice or liability, in its sole discretion, for any reason or no reason at all, including but not limited to any Subscriber breaches of any of the terms or conditions of this Agreement with no refund to the Subscriber. Upon termination of Subscriber's account, Subscriber’s right to use the Services, access the Suplo platform, and any content will immediately cease. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability, arbitration, applicable law, etc. Termination of Your access to and use of the Suplo platform and the Services shall not relieve You of any obligations arising or accruing prior to such termination or limit any liability which You otherwise may have to Suplo or the Suplo platform, including without limitation any indemnification obligations contained herein.
13. Applicable law. Miscellaneous provisions.
14. Arbitration clause.
All disputes arising out of or in connection with the present Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or arbitrator appointed in accordance with the said Rules. The venue of arbitration shall be Vilnius, Lithuania. The language shall be Lithuanian.
15. Copyright Policy.
You should assume that all materials presented on the Suplo platform are protected by copyright, trademark and other intellectual property and proprietary protections. By using any of the materials or information presented on the Suplo platform without appropriate license or attribution, You may be liable for violation of intellectual property laws. Suplo may not be held liable for unauthorized use of materials or information appropriated from the Suplo platform.
You are responsible for all of Your activity in connection with the Suplo platform. You shall not (and shall not permit any third party to) download or otherwise distribute or facilitate distribution of any content on or through the Suplo platform any material that infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty.
Reporting Copyright Infringements
If You believe that content residing or accessible on the Suplo platform infringes a copyright, please send a notice of copyright infringement to Suplo containing the following information:
- Identification of the work or material being infringed.
- Identification of the material that is claimed to be infringing, including its location, with sufficient detail so that Suplo is capable of finding and verifying its existence.
- Contact information about the notifying party, including name, address, telephone number and e-mail address.