These terms apply to your access to, and use of, all or part of the Supy website (https://supy.io) or mobile application (collectively, the “Sites”). All services offered herein comprise an online platform through which restaurants (“you” or “User/Users”) may digitize their ordering process by centralizing their existing suppliers (“Supplier/Suppliers”) on the Supy platform (“Services”). Users understand and agree that the Sites are only providing a platform for Users to place orders to their Suppliers and Supy is not and shall not be a party to any agreements entered into between the Users or Suppliers.
Supy reserves the right to change and modify these Terms or any other Supy policies related to use of the Sites at any time and at its sole discretion by positing revisions on the Sites. Continued use of the Sites will constitute acceptance of such changes or modifications.
If you violate these Terms, Supy may terminate your use of the Sites, bar you from future use of the Sites and/or take appropriate legal action against you.
By accessing and/or using the Services, including by doing so after accessing these Terms, you represent and warrant that you are at least 18 years old, and are otherwise legally qualified to enter into and form contracts under applicable law.
If you are using the Services on behalf of a company, you represent and warrant that you are authorized to act and enter into contracts on behalf of that company.
Subject to your compliance with these Terms, Supy grants you a non-exclusive, non-sublicensable, revocable as stated in these Terms, non-transferable license to access the Sites and to use the Services. All rights not expressly granted in these Terms are reserved by Supy. The license granted in this section is conditioned on your compliance with these Terms. Your rights under this section will immediately terminate if, in the sole judgment of Supy, you have breached any provision of these Terms.
Assumption of Risk; Release
You knowingly and freely assume all risk when using the Services. You, on behalf of yourself, your personal representatives, and your heirs, voluntarily agree to release, waive, discharge, hold harmless, defend, and indemnify SUPY DIGITAL SERVICES and its stockholders, officers, directors, employees, agents, affiliates, consultants, representatives, sublicensees, successors, and assigns (collectively, the “Supy Parties”) from any and all claims, actions, or losses for bodily injury, property damage, wrongful death, emotional distress, loss of privacy, or other damages or harm, whether to you or to third parties, that may result from your use of the Services.
User Account, Accuracy, and Security
- User Account. To use the Services, you must login the app with your mobile number. In order to create an account (“Account”), you will be asked to provide information that personally identifies you (“Personal Information”).
- Account Information Accuracy. You represent and warrant that all User information you provide in connection with your Account and your use of the Services are current, complete, and accurate, and you agree that you will update that information as necessary to maintain its completeness and accuracy by updating your personal Profile, or by submitting a message through the following email ID: [email protected]
- Account Security. Supy shall not be liable for any loss that you incur because of someone else using your Account, either with or without your knowledge.
Consent to Receive Electronic Communications from Supy
By registering for the Services and providing your name, email, postal or residential address, and/or phone number through the Services, you expressly consent to receive electronic and other communications from Supy over the short term and periodically, including email communications and notifications. These communications will be about the Services, orders placed with suppliers, and other matters. You agree that these electronic communications satisfy any legal requirements that communications or notices to you be in writing.
- Users must input all product lists and names of their suppliers and the price of each product, which must be accurate and maintained.
- Users can create a request from the platform that sends an email automatically to a Supplier of the relevant product. Users must insert the order information (including product, price, quantity and delivery date) and the system will generate a purchase order that goes to the relevant Supplier. If there are several selected products from different Suppliers, the system will automatically generate a purchase order for each Suppler. Suppliers shall receive a purchase order in an email generated from Supy with the User cc’ed on the email.
- Supy shall not be liable for any orders placed on the platform. Once an order is placed, the Supplier shall rely on the order placed by the User. Supy shall not liable if a Supplier is out of stock, does not respond and delivers an incorrect order, including but not limited to, quantity, date, product, wrong delivery address. Therefore, Users must make sure all information inputted into the purchase order going to the Supplier is accurate.
- Supy is not responsible for any communication between Users and the Suppliers. When a Supplier responds to the system generated email, User and Supy shall receive the response. However, Supy is not required to act and only maintains the records. User is responsible for acting and responding by email to the Supplier.
Supy only provides the venue for Users to place orders from the system to the Suppliers. Users understand and agree that Supy is not responsible for collecting payments or processing payments between Users and the Suppliers. Payments are processed between Users and Suppliers and not through the platform.
Relationship between Users and the Suppliers
Supy is not and shall not, directly or indirectly, be a party to any relationship between Users and Suppliers. Supy has not reviewed and is not a party to any commercial and/or contractual terms between Users and Suppliers and disclaims all liability with respect to the same. Users understand and agree to consult their own legal counsel with respect to any contracts to be entered between Users and the Suppliers.
Trademarks. Supy and the Supy logo (collectively, the “Supy Marks”) are trademarks or registered trademarks of Supy. Other trademarks, service marks, graphics, logos, and domain names appearing anywhere on, through, or in connection with the Services may be the trademarks of third parties. Neither your use of the Services nor these Terms grant you any right, title, or interest in, or any license to reproduce or otherwise use, the Supy Marks or any third-party trademarks, service marks, graphics, logos, or domain names. You agree that any goodwill in the Supy Marks generated as a result of your use of the Services will inure to the benefit of Supy, and you agree to assign, and do assign, all such goodwill to Supy. You shall not at any time, nor shall you assist others to, challenge Supy’s right, title, or interest in, or the validity of, the Supy Marks.
Copyrighted Materials; Copyright Notice. All content and other materials available through the Services, including without limitation the Supy logo, design, text, graphics, and other files, and their selection, arrangement, and organization, are either owned by Supy or are the property of Supy’s licensors and suppliers. Except as explicitly provided, neither your use of the Services nor these Terms grant you any right, title, or interest in any such materials.
Disclaimers; Limitation of Liability
- No Warranties. Supy, on behalf of itself and its licensors and suppliers, expressly disclaims any and all warranties, express or implied, regarding the Services, arising by operation of law or otherwise, including without limitation any and all implied warranties of merchantability, fitness for a particular purpose, non-infringement, no encumbrance, or title, in addition to any warranties arising from a course of dealing, usage, or trade practice. Neither Supy nor its licensors or suppliers warrants that the Services will meet your requirements, or that the operation of the Services will be uninterrupted or error-free. Supy disclaims all implied liability for damages arising out of the furnishing of the Services pursuant to these Terms, including without limitation, mistakes, omissions, interruptions, delays, tortious conduct, errors, representations, or other defects arising out of the failure to the furnish the Services, whether caused by acts of commission or omission, or any other damage occurring. Supy shall not be liable for any indirect, incidental, special, consequential, or punitive damages (including without limitation damages for lost profits or lost revenues), whether caused by the acts or omissions of Supy, Supy Parties or Users, or their agents or representatives.
- Your Responsibility for Loss or Damage; Backup of Data.
- You agree that your use of the Services is at your sole risk. You will not hold Supy or its licensors and suppliers, as applicable, responsible for any loss or damage that results from your access to and/or use of the Services, including without limitation any loss or damage to any of your computers, mobile devices, including without limitations tablets and/or smartphones, or data. The Services may contain bugs, errors, problems, or other limitations.
- Importantly, you acknowledge that a catastrophic disk failure or other similar event could result in the loss of all of the data related to your Account. You agree and understand that it is your responsibility to backup your data to your personal computer or external storage device and to ensure such backups are secure.
- Limitation of Liability. In no event shall Supy or its licensors or suppliers be liable to you for any claims arising from your use with the Services, including without limitation for special, incidental, or consequential damages, lost profits, lost data or confidential or other information, loss of privacy, costs of procurement of substitute goods or services, failure to meet any duty including without limitation of good faith or of reasonable care, negligence, or otherwise, regardless of the foreseeability of those damages or of any advice or notice given to Supy or its licensors and suppliers arising out of or in connection with your use of the Services. This limitation shall apply regardless of whether the damages arise out of breach of contract, tort, or any other legal theory or form of action. You agree that this limitation of liability represents a reasonable allocation of risk and is a fundamental element of the basis of the bargain between Supy and you. The Services would not be provided without such limitations.
- Application of Disclaimers. The above disclaimers, waivers, and limitations do not in any way limit any other disclaimer of warranties or any other limitation of liability in any other agreement between you and Supy or between you and any of Supy’s licensors and suppliers. Supy’s licensors and suppliers are intended third-party beneficiaries of these disclaimers, waivers, and limitations. No advice or information, whether oral or written, obtained by you through the Services or otherwise shall alter any of the disclaimers or limitations stated in this section.
Your Representations and Warranties
You represent and warrant that your use of the Services will be in accordance with these Terms and any other Supy policies, and with any applicable laws or regulations.
Indemnity by You
- Without limiting any indemnification provision of these Terms, you (the “Indemnitor”) agree to defend, indemnify, and hold harmless Supy and the Supy Parties (collectively, the “Indemnitees”) from and against any and all claims including but not limited to legal costs and fees, and providing sole and exclusive control of the defense of any action to Supy, including the choice of legal counsel and all related settlement negotiations, arising out of or relating to: (i) the relationship between you and Supy, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory; (ii) your breach of these Terms, including without limitation any representation or warranty contained in these Terms; (iii) your access to or use of the Services; (iv) your provision to Supy or any of the Indemnitees of information or other data; (v) your violation or alleged violation of any foreign or domestic, international, federal, state, or local law or regulation; or (vi) your violation or alleged violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights.
- The Indemnitees has the right, but not the obligation, to participate through counsel of Supy’s choice in any defense by you of any claim as to which you are required to defend, indemnify, or hold harmless any, each, and/or all Indemnitees. You may not settle any claim without the prior written consent of concerned Supy Parties.
Governing Law and Dispute Resolution.
The Laws of the U.A.E. shall govern the use of the Sites and the Terms without regard to conflicts of laws principals. All Claims and disputes arising in connection therewith shall be heard only by a court of competent jurisdiction in the U.A.E.