Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and SupplyWhy Inc. ("SupplyWhy," "we," "us," or "our") governing your access to and use of the supplywhy.ai website and our AI-driven supply chain resilience platform and related services (collectively, the "Services").

By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services.

2. Description of Services

SupplyWhy provides an AI-driven supply chain resilience platform utilizing multi-agent systems designed to help businesses in the automotive and manufacturing sectors reduce waste, improve profitability, and enhance supply chain operations. Our Services may include:

• Supply chain analytics and insights
• Multi-agent AI systems for supply chain optimization
• Predictive analytics and forecasting tools
• Integration with existing enterprise systems
• Consulting and support services

3. Eligibility

You must be at least 18 years old and have the legal capacity to enter into a binding agreement to use our Services. If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

4. Account Registration

To access certain features of our Services, you may be required to create an account. When creating an account, you agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Maintain the security and confidentiality of your login credentials
• Accept responsibility for all activities that occur under your account
• Notify us immediately of any unauthorized use of your account

5. Acceptable Use

You agree to use our Services only for lawful purposes and in accordance with these Terms. You agree not to:

• Use the Services in any way that violates any applicable law or regulation
• Attempt to gain unauthorized access to any part of the Services or any systems or networks connected to the Services
• Use the Services to transmit any malware, viruses, or other malicious code
• Interfere with or disrupt the integrity or performance of the Services
• Reverse engineer, decompile, or disassemble any aspect of the Services
• Use the Services to collect or harvest any personally identifiable information
• Use the Services for any commercial purpose not expressly permitted by us
• Impersonate any person or entity or misrepresent your affiliation with any person or entity

6. Intellectual Property Rights

The Services and all content, features, and functionality thereof, including but not limited to all information, software, text, displays, images, video, audio, design, selection, and arrangement, are owned by SupplyWhy, 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.

You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes, subject to these Terms. This license does not include the right to:

• Modify or copy the materials
• Use the materials for any commercial purpose or public display
• Remove any copyright or other proprietary notations from the materials
• Transfer the materials to another person or "mirror" the materials on any other server

7. User Content

You may submit data, information, or other content ("User Content") through the Services. You retain ownership of your User Content, but you grant SupplyWhy a worldwide, non-exclusive, royalty-free license to use, process, and analyze your User Content solely for the purpose of providing and improving the Services.

You represent and warrant that you have all necessary rights to submit your User Content and that your User Content does not violate any third-party rights or applicable laws.

8. Confidentiality

We understand that the data you share with us may be confidential and proprietary. We will maintain the confidentiality of your data and will not disclose it to third parties except as necessary to provide the Services or as required by law. Our data handling practices are further described in our Privacy Policy.

9. Fees and Payment

Certain features of the Services may require payment of fees. All fees are stated in U.S. dollars unless otherwise specified. You agree to pay all applicable fees as described in your service agreement or order form. Fees are non-refundable except as expressly stated in these Terms or your service agreement.

10. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE.

SupplyWhy does not warrant that the Services will be uninterrupted, timely, secure, or error-free, or that any defects will be corrected. We do not warrant the accuracy or completeness of any information, content, or data provided through the Services.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SUPPLYWHY, ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• Your access to or use of or inability to access or use the Services
• Any conduct or content of any third party on the Services
• Any content obtained from the Services
• Unauthorized access, use, or alteration of your transmissions or content

Our total liability for any claims arising out of or relating to these Terms or the Services shall not exceed the amount you paid to us in the twelve (12) months preceding the claim.

12. Indemnification

You agree to defend, indemnify, and hold harmless SupplyWhy and its officers, directors, employees, contractors, agents, licensors, and suppliers 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 or your use of the Services.

13. Termination

We may terminate or suspend your access to the Services immediately, without prior notice or liability, for any reason, including without limitation if you breach these Terms. Upon termination, your right to use the Services will immediately cease.

All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

14. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. Any legal action or proceeding arising out of or relating to these Terms shall be brought exclusively in the federal or state courts located in Delaware.

15. Dispute Resolution

Any dispute arising out of or relating to these Terms or the Services shall first be attempted to be resolved through good-faith negotiations between the parties. If the dispute cannot be resolved through negotiations within thirty (30) days, either party may pursue binding arbitration in accordance with the rules of the American Arbitration Association.

16. Changes to Terms

We reserve the right to modify or replace these Terms at any time at our sole discretion. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Services after any revisions become effective, you agree to be bound by the revised terms.

17. Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

18. Entire Agreement

These Terms, together with our Privacy Policy and any other agreements expressly incorporated by reference herein, constitute the entire agreement between you and SupplyWhy concerning the Services and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written.

19. Contact Us

If you have any questions about these Terms of Service, please contact us at: