Legal terms governing the use of SDC Supply services and website
Effective Date: January 1, 2024
Last Updated: January 1, 2024
These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and SDC Distribution LLC, operating as SDC Supply ("Company," "we," "us," or "our"), governing your access to and use of our services, website, and related offerings. By accessing or using any of our services, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety.
Welcome to SDC Supply. By accessing our website at any SDC Supply domain, engaging our computer systems design services, utilizing our IT consulting, or entering into any business relationship with us, you expressly consent to these Terms of Service and all applicable laws and regulations.
If you are entering into these Terms on behalf of a business entity, you represent and warrant that you have the legal authority to bind that entity to these Terms. If you do not agree with any provision of these Terms, you must immediately discontinue use of our services and website.
We reserve the right to modify these Terms at any time. Material changes will be communicated through our website or via email to registered users. Continued use of our services after such modifications constitutes acceptance of the revised Terms.
SDC Distribution LLC, operating as SDC Supply, provides computer systems design, IT consulting, technology distribution, and related professional services. Our service offerings include but are not limited to:
Specific service details, deliverables, timelines, and pricing are defined in separate statements of work, service agreements, or proposals executed between SDC Supply and the client. In the event of any conflict between these Terms and a separately executed agreement, the terms of the executed agreement shall prevail.
We reserve the right to modify, suspend, or discontinue any aspect of our services at any time, with or without notice, without liability to you.
As a user of SDC Supply services, you agree to the following obligations:
You shall comply with all applicable federal, state, and local laws, regulations, and ordinances in connection with your use of our services, including but not limited to data protection laws, export control regulations, and industry-specific compliance requirements.
You agree to provide accurate, current, and complete information when engaging our services, submitting inquiries, or creating accounts. You are responsible for maintaining the confidentiality of any account credentials.
You shall not: (a) use our services for any unlawful purpose; (b) attempt to gain unauthorized access to our systems or networks; (c) interfere with or disrupt the integrity of our services; (d) transmit malicious code, viruses, or harmful data; (e) reverse engineer, decompile, or disassemble any software or technology provided by SDC Supply; or (f) resell, redistribute, or commercially exploit our services without prior written consent.
You agree to provide timely access, information, and resources reasonably required for SDC Supply to perform its obligations. Delays caused by your failure to cooperate may impact project timelines and are not the responsibility of SDC Supply.
All intellectual property rights in and to our services, website content, proprietary tools, methodologies, software, documentation, and deliverables created by SDC Supply remain the exclusive property of SDC Distribution LLC or its licensors.
Unless otherwise specified in a written agreement, all work product, inventions, designs, code, documentation, and materials created by SDC Supply in the course of providing services shall be owned by SDC Supply. Upon full payment of all fees due, SDC Supply grants you a non-exclusive, non-transferable license to use deliverables for your internal business purposes.
Each party retains ownership of its pre-existing intellectual property. Any pre-existing IP incorporated into deliverables remains the property of its original owner, subject to the license terms agreed upon in writing.
Our services may incorporate third-party software, tools, or components. Your use of such materials is subject to the applicable third-party license terms. SDC Supply makes no representations regarding third-party intellectual property.
The content on our website — including text, graphics, logos, images, and software — is protected by copyright and other intellectual property laws. You may not reproduce, distribute, modify, or create derivative works from our website content without prior written permission.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SDC DISTRIBUTION LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF OUR SERVICES.
SDC Supply's total aggregate liability for any claims arising under or related to these Terms shall not exceed the total amount of fees paid by you to SDC Supply during the twelve (12) months preceding the event giving rise to the claim.
OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SDC SUPPLY DOES NOT WARRANT THAT OUR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
Nothing in these Terms shall exclude or limit liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited under applicable law.
These Terms remain in effect until terminated by either party in accordance with this section.
You may terminate your use of our services at any time by providing written notice to SDC Supply. Termination does not relieve you of any payment obligations for services rendered prior to the effective date of termination.
SDC Supply may suspend or terminate your access to services immediately, without prior notice, if: (a) you breach any provision of these Terms; (b) you fail to pay amounts due within the agreed timeframe; (c) you engage in conduct that is harmful to SDC Supply, its clients, or third parties; or (d) required by law or court order.
Upon termination: (a) all rights and licenses granted to you shall immediately cease; (b) you shall promptly return or destroy any confidential information of SDC Supply in your possession; (c) any outstanding payment obligations become immediately due; and (d) provisions of these Terms that by their nature should survive termination shall continue in full force, including but not limited to intellectual property, limitation of liability, and dispute resolution provisions.
These Terms of Service and any disputes arising out of or related to these Terms or our services shall be governed by and construed in accordance with the laws of the State of Utah, United States of America, without regard to its conflict of law principles.
The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms. Any legal action or proceeding arising under these Terms shall be brought exclusively in the federal or state courts located in Salt Lake County, Utah, and each party irrevocably consents to the personal jurisdiction and venue of such courts.
For the avoidance of doubt, the governing law jurisdiction is the State of Utah, USA, regardless of the location of the user or the place of performance of services.
Before initiating any formal legal proceedings, the parties agree to first attempt to resolve any dispute informally by contacting SDC Supply at the address provided in Section 9. The parties shall use good faith efforts to resolve the dispute within thirty (30) days of written notice.
If the dispute cannot be resolved informally, the parties agree to submit the matter to non-binding mediation administered by a mutually agreed-upon mediator in Salt Lake County, Utah. The costs of mediation shall be shared equally between the parties.
If mediation is unsuccessful, any remaining dispute shall be resolved by binding arbitration conducted in Salt Lake County, Utah, in accordance with the rules of the American Arbitration Association. The arbitrator's decision shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction.
YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights.
If you have any questions, concerns, or inquiries regarding these Terms of Service, please contact us using the following information:
SDC Distribution LLC (SDC Supply)These Terms of Service were last updated on January 1, 2024.
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