The Blue Horseshoe Supply Chain Cloud Terms of Use

Effective Date: June 5th, 2019

1) Acceptance of the Terms of Use
These terms of use are entered into by and between You and Blue Horseshoe Solutions, Inc. (”Company”, “we”, or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use”), govern your access to and use of the Blue Horseshoe Supply Chain Cloud a multi-tenant cloud based platform, including any content, functionality, and services offered on or through it (the “Software).

Please read the Terms of Use carefully before you start to use the Software. By using the Software or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, located at https://www.thesccloud.com/privacy-policy, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Software.

By using this Software, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all other eligibility requirements. If you do not meet all of these requirements, you must not access or use the Software.

2) Changes to the Terms of Use
We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Software thereafter.

Your continued use of the Software following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time each time you access this Software so you are aware of any changes, as they are binding on you.

3) Accessing the Software and Account Security
We reserve the right to withdraw or amend the Software, and any service or material we provide on the Software, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Software is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Software, or the entire Software, to users, including registered users.

You are responsible for:

• making all arrangements necessary for you to have access to the Software.
• ensuring that all persons who access the Software through your Internet connection are aware of these Terms of Use and comply with them.
  To access the Software or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Software that all the information you provide on the Software is correct, current, and complete. You agree that all information you provide to register with this Software or otherwise, including but not limited to through the use of any interactive features on the Software, is governed by our Privacy Policy located at https://www.thesccloud.com/privacy-policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Software or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

4) Intellectual Property Rights
The Software and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Software for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Software, except as follows:

• your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
• you may store files that are automatically cached by your Web browser for display enhancement purposes.
• you may print or download one copy of a reasonable number of pages of the Software for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
• if we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.

You must not:

• modify copies of any materials from the Software.
• use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
• delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Software.

You must not access or use for any commercial purposes any part of the Software or any services or materials available through the Software.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Software in breach of the Terms of Use, your right to use the Software will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Software or any content on the Software is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Software not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

5) Trademarks
The Company name, the terms, the Company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Software are the trademarks of their respective owners.

6) Prohibited Uses
You may use the Software only for lawful purposes and in accordance with these Terms of Use.

You agree not to use the Software:

• in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
• for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
• to send, knowingly receive, upload, download, use, or re-use any material that does not comply with these Terms of Use.
• to transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail”, “chain letter”, “spam”, or any other similar solicitation.
• to impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
• to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Software, or which, as determined by us, may harm the Company or users of the Software or expose them to liability.

Additionally, you agree not to:

• use the Software in any manner that could disable, overburden, damage, or impair the Software or interfere with any other party’s use of the Software, including their ability to engage in real time activities through the Software.
• use any robot, spider, or other automatic device, process, or means to access the Software for any purpose, including monitoring or copying any of the material on the Software.
• use any manual process to monitor or copy any of the material on the Software or for any other unauthorized purpose without our prior written consent.
• use any device, software, or routine that interferes with the proper working of the Software.
• introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Software, the server on which the Software is stored, or any server, computer, or database connected to the Software.
• attack the Software via a denial-of-service attack or a distributed denial-of-service attack.
• otherwise attempt to interfere with the proper working of the Software.

7) User Contributions
The Software may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Software.

All User Contributions must comply with the Content Standards set out in these Terms of Use. Any User Contribution you post to the Software will be considered non-confidential and non-proprietary. By providing any User Contribution on the Software, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose/according to your account settings.

You represent and warrant that:

• you own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
• all of your User Contributions do and will comply with these Terms of Use.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Software.

8) Monitoring and Enforcement; Termination
We have the right to:

• remove or refuse to post any User Contributions for any or no reason in our sole discretion.
• take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Software or the public, or could create liability for the Company.
• disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
• take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Software.
• terminate or suspend your access to all or part of the Software for any or no reason, including without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Software. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review all material before it is posted on the Software, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

9) Content Standards
These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:

• contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
• promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
• infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
• violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy located at https://www.thesccloud.com/privacy-policy.
• be likely to deceive any person.
• promote any illegal activity, or advocate, promote, or assist any unlawful act.
• cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
• impersonate any person, or misrepresent your identity or affiliation with any person or organization.
• involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
• give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

10) Reliance on Information Posted
The information presented on or through the Software is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Software, or by anyone who may be informed of any of its contents.

This Software may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

11) Changes to the Software
We may update the content on this Software from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Software may be out of date at any given time, and we are under no obligation to update such material.

12) Information About You and Your Visits to the Software
All information we collect on this Software is subject to our Privacy Policy located at https://www.thesccloud.com/privacy-policy. By using the Software, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

13) Linking to the Software and Social Media Features
You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express consent.

This Software may provide certain social media features that enable you to:

• link from your own or certain third-party Softwares to certain content on this Software.
• lend emails or other communications with certain content, or links to certain content, on this Software.
• cause limited portions of content on this Software to be displayed or appear to be displayed on your own or certain third-party Softwares.

You may use these features solely as they are provided by us and solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:

• establish a link from any Software that is not owned by you.
• cause the Software or portions of it to be displayed on, or appear to be displayed by, any other software or website, for example, framing, deep linking, or in-line linking.
• link to any part of the Software other than the homepage.
• otherwise take any action with respect to the materials on this Software that is inconsistent with any other provision of these Terms of Use.

The Software from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms of Use.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice in our discretion.

14) Links from the Software
If the Software contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party Softwares linked to this Software, you do so entirely at your own risk and subject to the terms and conditions of use for such Softwares.

15) Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Software will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Software for any reconstruction of any lost data.

TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SOFTWARE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SOFTWARE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY SOFTWARE LINKED TO IT.

YOUR USE OF THE SOFTWARE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SOFTWARE IS AT YOUR OWN RISK. THE SOFTWARE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SOFTWARE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SOFTWARE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SOFTWARE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SOFTWARE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SOFTWARE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SOFTWARE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SOFTWARE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

16) Limitation on Liability
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SOFTWARE, ANY SOFTWARES LINKED TO IT, ANY CONTENT ON THE SOFTWARE OR SUCH OTHER SOFTWARES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

17) Indemnification
You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Software, including, but not limited to, your User Contributions, any use of the Software’s content, services, and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Software.

18) Governing Law and Jurisdiction
All matters relating to the Software and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Indiana without giving effect to any choice or conflict of law provision or rule (whether of the State of Indiana or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Software shall be instituted exclusively in the federal courts of the United States or the courts of the State of Indiana (although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country). You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

19) Arbitration
At Company’s sole discretion, it may require You to submit any disputes arising from the use of these Terms of Use or the Software, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Indiana law.

20) Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SOFTWARE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

21) Waiver and Severability
No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

22) Entire Agreement
The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and us regarding the Software and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Software.

23) Your Comments and Concerns
This Software is operated by Blue Horseshoe Solutions, Inc. located at 11939 N. Meridian Street, Suite 300 Carmel, IN 46032.

All other feedback, comments, requests for technical support, and other communications relating to the Software should be directed to: info@bhsolutions.com.

Last Updated: June 5th, 2019