Terms and Conditions

INTEGRATED TERMS OF SERVICE

I. INTRODUCTION

This website (the “Site”) and all content accessed through this Site are, unless otherwise stated, owned and operated by Skupreme Holdings, LLC, d/b/a Skupreme and its affiliates, which are referred to throughout these Terms of Service (the “Terms”) as “we”, “us,” “our,” and “Skupreme”. Skupreme owns and administers both this Site and the Skupreme platform (the “Platform”) which are collectively known as the “Services”. These Terms were last updated on September 6th, 2021 (the “Effective Date”), and constitute a contract between you, the user (“you,” with Skupreme the “Parties”) and Skupreme governing your use of the Services. If you have any questions about these Terms, please contact us at contact@skupreme.com

II. ACCEPTANCE OF TERMS

By using or accessing the Site, or by using any our Services, you acknowledge that you understand and agree to be bound by the provisions of these Terms and any additional items that might be incorporated by reference herein from time to time. Skupreme will make such Terms clearly accessible to all users of our Services, and shall make written acceptance of these Terms a precondition to use of the Platform. By continuing to use the Service and Platform, you acknowledge that you have carefully analyzed and understood these Terms.If you cannot or will not fully comply with these Terms and any incorporated Policies (as defined herein), then you must immediately cease using the Service and Platform.

III. INCORPORATED POLICIES

In addition to the terms contained herein, these Terms shall also include the following policies for certain specific matters (each a “Policy,” collectively the “Policies”). Unless noted otherwise in a Policy, each Policy incorporates by reference the general provisions of these Terms, and these Terms incorporate the provisions of each Policy.Acceptance of these Terms shall also constitute acceptance of each Policy.From time-to-time these Policies may be updated, new Policies may be added, and Policies may be removed. At this time, the Policies include:

SKUPREME PRIVACY POLICY:The privacy of your data is important to us, and Skupreme strives to use industry best practices to keep you informed and in control of how your data is used. Our Privacy Policy may be accessed from the following link: https://skupreme.com/privacy-policy/.

SKUPREME CYBERSECURITY POLICY:Given the proprietary nature of the data Skupreme collects, Skupreme maintains active cvbersecurity protections that are consistent with industry best practices. For more information, please access our Cybersecurity and Incident Response Policy at the following link: ________________.

SKUPREME DISPUTE RESOLUTION POLICY:Skupreme strives to offer a peerless customer experience, but we know that disputes do sometimes occur. You agree that any dispute arising from your use of the Skupreme Service or Platform shall be governed by the Dispute Resolution Policy contained at the following link: ___________.

GENERAL SUBSCRIPTION AND PRICING POLICY:Skupreme offers several different service packages, the subscription fees and functionalities of which are governed by the Subscription Policy contained at the following link: _______________

PAYMENTS POLICY:Skupreme partners with Stripe to provide seamless transaction processing. The policies governing payments for our Services and the use of the Stripe system may be located at the following link:Stripe

IV. INTEGRATION WITH THIRD PARTY SERVICES AND WEBSITES

The Skupreme Platform functions by integrating with existing inventory management, shipping, and related platforms that are owned and managed by various third parties (each such third party a “Content Provider”, and each such functionality an “Integration”).By accepting this Terms and/or by using any such Integration on our Platform, you agree to also be bound by any terms and conditions that such Content Provider places on such Integration.It is your responsibility as a user of our Services to also understand and agree to any terms or restrictions on Integrations or use imposed by a Content Provider. The current Integrations in use on the Site and/or Platform are listed below. Be advised that many of the Content Providers listed herein have several terms of use governing different aspects of their service. You are responsible for following all such terms, whether or not they are linked below.

Incident to providing the Services, Skupreme may from time-to-time reference, incorporate, or otherwise link to websites owned or operated by third parties (a “Third-Party Site”), whether or not such third party is also a Content Provider. Skupreme has no control over the content or functionality of any Third-Party Site, and our linking to or referencing such Third-Party Site is not in any way an endorsement or statement on the quality or accuracy of services or content provided by such Third-Party Site, and the use of such Third-Party Site is governed by its own terms and conditions. Should any issues arise in your use of a Third-Party Site, please contact the owner or administrator of that Third-Party Site.

IV. USER ACCOUNTS

Most Skupreme functionalities, with the exception of browsing our Website, require you to first create a User Account (an “Account”) on the Website. Creating an Account requires you to provide both a user name and certain identifying information, possibly including but not limited to (a) real name, (b) nationality, (c) age, (d) business entity, (e) mailing address, and (f) product lines (collectively “Information”). In providing such, you agree that:

Any user name you select does not violate any existing intellectual property rights in any jurisdiction, and is not, in our discretion, (a) confusingly similar to an existing company, (b) calculated to give offense, or (c) inherently misleading or misdescriptive;

All Information is true and accurate to the best of your knowledge and belief after having conducted reasonable due diligence;

You are of the age of legal majority in the jurisdiction in which you create and will be accessing the Account.

These Terms shall govern all interactions you have with the Services; and

Creating the Account will not violate any law in the jurisdiction in which the account is created and will be primarily accessed.

Once created, an Account shall last in perpetuity or until you voluntarily cancel or delete the Account, provided that Skupreme may at its sole discretion cancel an account for repeated non-payment (as set forth in the Payments Policy) or egregious violation of these Terms. If an Account is inactive for at least eighteen consecutive months, Skupreme reserves the right to assess a small data retention fee, provided Skupreme provides notice of such fee at least sixty days in advance of assessing it.

Upon Account cancellation, Skupreme will hold and/or dispose of any data contained on such account in accordance with our Privacy Policy and applicable law.

V. GENERAL ACCEPTED AND PROHIBITED USES

By agreeing to these Terms and/or continuing to use the Site or Services, you warrant and agree to the items below. Any breach or violation of these Terms may result in an immediate ban from the Site and the use of our Services. Skupreme reserves the right to refuse to provide Services at any time, for any reason, at its sole discretion, provided that a subscribing user of the Platform shall be given a pro-rated refund if removed from the Platform for any reason other than violation of these Terms.

GENERAL TERMS

You are at least of the age of majority in your state, province, or jurisdiction of residence, and, if any of your minor dependents use or are using any of your devices to access the Site, that you consent for such minor dependents to do so.

Your use of our Services is only for legal or authorized purposes that do not violate any laws, rules, or regulations, of the jurisdiction through which the Site is accessed.

You agree not to access the Site using any program or device that might be infected with or otherwise transmit any worm, virus, trojan horse, or any other code of a potentially malicious nature, and that you take reasonable safeguards to prevent such infection.

You agree to abide by these Terms, including the Intellectual Property Protections set forth in Article 6 herein.

You agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the Service, use of the Service, or access to the Service, without our express written permission.

You agree not to use our Services to directly contact any of the partners, suppliers, or other parties listed on the Site for any commercial purpose without our express written permission, except as reasonably required to use the Platform and any Integrations.

You agree to keep all Account information current, so that we can monitor your use of the Platform and contact you as needed.

You acknowledge and accept that certain matter, including certain personal information, entered on the Services may be transferred unencrypted over various electronic networks, and be altered to conform to the technical capabilities of connecting devices. Any such transfers are necessary for the Services function. Notwithstanding the foregoing, credit card information and other financial information is always encrypted during network transfers, as set forth in our Payments Policy.

You understand and accept that our Site and Platform are being constantly modified and improved, and that we may make certain changes to our Services.

1. Prices are subject to change without notice, provided that existing subscriptions shall only have their prices modified in accordance with the Subscription Policy.=
2. We reserve the right, at any time, and at our sole discretion, to modify or discontinue the Service or any part thereof without notice.
3. We may also, in the future, offer new services and/or features through the Site. Such new features and/or services shall also be subject to these Terms.

You acknowledge and understand that unless otherwise stated we do not warrant the performance of our Services or their fitness for your expectations in any manner.

You acknowledge and understand that your use of the site may result in Personal Information (as defined in the Privacy Policy) being entered into or used by the Site. Any such use shall be governed by our Privacy Policy, which is incorporated into these Terms by reference and reproduced below.

In addition to the general prohibitions set forth above and elsewhere in these Terms, you acknowledge and understand that you are expressly prohibited from using the Site, its Products, and its Services for any of the following:

1. the advancement of any unlawful purpose, including the solicitation of others ot participate in or perform unlawful acts;
2. the violation of any international, federal, provincial or state regulations, rules, laws, or local ordinances;
3. to infringe upon or violate any intellectual property rights of ours or others;
4. to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;
5. to submit or present any false or misleading information on the Services or using the Services;
6. to upload or transmit viruses or other malicious codes that may affect the functionality of the Services or any other property, website, or entity;
7. to collect or track the personal information of others, including but not limited to through spamming, phishing, or pharming, or using any social engineering, spider, crawler, or scraper;
8. to advance any obscene or immoral purpose; and/or
9. to interfere with or otherwise circumvent the security functions or safeguards of these Services, or any other websites or other providers upon which we rely to produce and administer the Services..

We reserve the right to terminate your Account and use of the Site, the Platform or any related website for violating any of the prohibited uses.

VI. INTELLECTUAL PROPERTY PROTECTIONS

Skupreme owns various items of intellectual property, including but not limited to copyrights, trademarks, and patents (collectively the “IP”), in both the Platform and the Site itself. Such IP is governed by the IP laws of the United States and any jurisdiction in which the Service is accessed. By your continued use of the Site and Platform, you agree not to infringe or aid in the infringement of any of Skupreme’s IP, and to indemnify Skupreme for any such infringement in accordance with Article 8 of these Terms. Skupreme will make available upon request a list of all Skupreme IP.

All of the Services on the Site and Platform are the copyrighted work of Skupreme, a partner, or an affiliate. By subscribing to the Platform and/or agreeing to these Terms, you agree to accept, and Skupreme agrees to grant, a license to use any of the IP covering any of the Services on the Site for so long as you continue to agree to these Terms. Such license is limited to your appropriate use of the Services and any other use of the Services or the IP is expressly forbidden. Any unauthorized use of our IP shall be prosecuted to the fullest extent of the law.

In addition to Skupreme’s IP, you may create certain IP through the use of the Services.

1. Our Site allows for certain user interactions (including but not limited to forum posting, questions to our chat-bot and help teams, and contact testimonials, collectively “Published Content”) that may result in you creating content through our Services. Under these terms, you shall retain full and sole title to any and all Published Content that you produce through our Services in perpetuity, subject to the conditions contained elsewhere in this Article 6, Section 3 of these Terms.
2. Skupreme shall at all times maintain sole title to the Platform, the Site, their code, any business methods embodied therein, and all of the systems which comprise the Skupreme business.
3. Skupreme shall have a non-exclusive and unlimited license to republish any Published Content that consists of a testimonial, a post on the Skupreme forums or any Skupreme social media account, or any communication made to our help, customer service, and/or support teams, provided that Skupreme shall make reasonable efforts to keep the authorship of any such content anonymous unless you provide your written consent for such content to be attributed to you.
4. Skupreme shall retain the right to use any Published Content or other data you supply to our Services in any form for Skupreme’s own internal analytics and to train our algorithms, subject to terms and limitations of the Privacy Policy.
5. Skupreme may from time to time make available certain Application Program Interfaces (“APIs”) available to you, or otherwise work with you to develop an API for our Services. Skupreme shall retain sole title to any API that Skupreme develops, either itself or collaboratively, for use with the Services, and you agree to make reasonable efforts to cooperate with Skupreme in assigning any such rights to Skupreme.

Furthermore, your use of our Services may involve the use of an Integration or other software designed by a third-party. Any such use is governed by the terms and conditions of the owner of that Integration or software in addition to these Terms. You agree to indemnify Skupreme against any losses, damages, or other expenses incurred (in accordance with Article 8 herein) by your failure to obey the third-party terms and conditions governing any software or Integration on our Services.

Skupreme strives to be a law-abiding cybercitizen, and respects the intellectual property rights of other parties. If you believe that our Services infringe upon your IP rights, please contact us at contact@skupreme.com and we will resolve the matter immediately.

VII. DISCLAIMERS AND LIMITATIONS

Skupreme Accuracy and Reliance – Skupreme is entitled to rely without question upon the accuracy of any information that you input into our Services, and you hereby represent and warrant that any and all information that you input into our Services in any capacity whatsoever is true and accurate to your actual knowledge after reasonable inquiry. Skupreme shall in no way be responsible for any direct or consequential damages caused by the inputting of inaccurate information into our Services, and you agree to indemnify Skupreme against any direct or consequential damages or costs that Skupreme incurs due to your inputting inaccurate information into the Skupreme system.

Algorithms – Skupreme’s Platform uses several predictive algorithms to provide you with a better user experience. These algorithms are dynamic and updated continuously. Skupreme shall not be responsible for (a) any inaccurate predictions or judgements made by any algorithm or other function of the Skupreme Services, or (b) for any harms that might arise due to the temporary unavailability and/or maintenance of any Skupreme Service.

Disclaimer of all Warranties –Our Services, Site, and Platform, are provided as-is, with no representations or warranties whatsoever of any kind as to the fitness of the Services for any particular purpose, the proper operation of the Services, or any information or content contained on or produced by our Services, and Skupreme does not promise seamless, uninterrupted service.

Accuracy of our Service –Our Services are constantly updated, and certain inaccuracies may appear on the Site or Platform incident to such updates. Except as set forth in the next paragraph, we are not responsible if information made available on our Services are not accurate, complete or current. Unless otherwise stated, our Services and any information provided thereby are provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material contained or generated through our Services is at your own risk. Our services may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right, but disclaim the obligation, to modify the contents of our Services at any time. You agree that it is your responsibility to monitor changes to our Services Occasionally there may be information on our Services that contains typographical errors, inaccuracies or omissions that may relate to material service descriptions, pricing, promotions, and other material information. We reserve the right to correct any such errors, inaccuracies or omissions, and to change or update information or cancel subscriptions if needed if any information on our Services or on any related website is inaccurate at any time without prior notice.

Limitations on Liability – For purposes of clarity, Skupreme shall not be liable for any form of damages whatsoever incurred by you for using our Services, unless such damages were caused by Skupreme’s intentional malfeasance. You agree that in no circumstances shall Skupreme’s liability exceed $100,000 for any individual action or sequence of related actions.

VIII. INDEMNIFICATION

Skupreme Indemnifications – Skupreme hereby agrees to indemnify you against any and all expenses, costs, reasonable attorney’s fees, settlements, fines, judgements, damages, liabilities, penalties or court awards (collectively “Damages”) to the extent such Damages result solely from Skupreme’s intentional and knowing misfeasance or malfeasance in providing Services. Notwithstanding the provisions of this Article 8, Section 1, Skupreme shall under no circumstances be liable for consequential damages resulting from any action or inaction taken by Skupreme.

Your Indemnifications – You hereby agree to indemnify Skupreme against any and all direct and consequential Damages caused directly or indirectly through your reckless, knowingly improper, or negligent use of the Services and/or breach of these Terms and any incorporated policies.

Third-Party Indemnifications –Your use of any third-party content on our Services, including but not limited to any Integrations or any intellectual property owned by a third-party, are governed by both these Terms and the terms of service of that third-party. For avoidance of doubt, you hereby warrant that you have familiarized yourself with the terms of service of all third-parties that have content on our Services before using that third-party content through our Services, and agree to abide by all such terms. You hereby agree to indemnify Skupreme against any and all direct and consequential Damages caused directly or indirectly through your use of any third-party content through our Service or using our Service.

Additional Indemnifications –As we make limited representations and warranties regarding the Site, Platform, and Service, certain additional limitations on liability and indemnities will apply. In no case shall the directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.

IX. MISCELLANEOUS TERMS

Severability : If any provision of these Terms is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms. To the fullest extent possible, such determination shall not affect the validity and enforceability of any other remaining provisions.

Termination : These Terms are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you permanently cease using our Site. Upon your termination, you must cease any use of the Site or any related websites. If in our sole judgment you fail, or we suspect that you have negligently or recklessly failed, to comply with any term or provision of these Terms, we also may terminate these Terms at any time without notice and at our sole discretion. If your use of the Site is terminated while you have an outstanding billing balance with us, you will remain liable for all amounts due up to and including the date of termination.

Survival :The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes. Furthermore, the terms of Articles VI through IX shall survive the termination of the Terms and any related policies.

Entire Agreement ;These Terms and any policies or operating rules posted by us on this site or offered in respect to provision of our Services constitutes the entire agreement and understanding between us governing your use of the Site and Service, and supersedes any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms). These Terms may only be modified by us, and any such modification to the Terms shall not be effective until posted on this Site.

Waiver :Any election by us not to enforce the substance of these Terms shall not constitute a waiver of any of our rights and responsibilities, and will not preclude us from enforcing the substance of these Terms in this or any other appropriate setting.

Interpretation Standards :Any ambiguities in the interpretation of these Terms shall not be construed against the drafting party.

Governing Law :Except as otherwise noted or required by law, these Terms, the Site, the Platform, and any related policies shall be administrated and interpreted in accordance with the laws of New York State.

Notices :Any official notices or other correspondence should be delivered to Skupreme at the following address:

Skupreme Holdings, LLC
7901 4th St N, STE 300
St. Petersburg, FL 33702
contact@skupreme.com

DISPUTE RESOLUTION POLICY

This Dispute Resolution Policy (the “Dispute Policy”) shall incorporate by reference, and be incorporated by reference into, the Terms. Skupreme works hard to keep each of its users satisfied with all aspects of our Services, however at times disagreements between us may arise.You hereby agree that any and all disagreements of any sort between you and Skupreme shall be governed by the terms of this Dispute Policy. Any use of our Services without agreeing to this Policy shall be an unauthorized use—if you do not agree to the procedures of this Dispute Policy, then you must immediately cease using our Services. This Dispute Policy shall survive the termination of the Terms and any relationship you might have with Skupreme.

Incidental Disputes; Notification – You hereby agree that before attempting mediation, litigation, arbitration, or any other formal dispute resolution measure, you shall (a) notify Skupreme of the underlying facts and nature of the matter under dispute, and (b) shall provide Skupreme with thirty days to assess the matter and propose a solution. All such notifications shall be delivered to Skupreme atcontact@skupreme.com. If you and Skupreme cannot reach a good-faith resolution to the disputed matter, then both you and Skupreme agree to follow the procedures contained in this Dispute Policy.

Mediation; Cooling Off – The Parties agree to attempt mediation before any other dispute-resolution measures. To begin mediation, one of the Parties (the “Claimant”) must send the other party (the “Receiver”) by certified mail a detailed written description of the disputed matter, including at minimum (a) the duration of the dispute, (b) the nature of the dispute, (c) any damages suffered due to the dispute, and (d) a proposed form of relief. The Parties shall work together in good faith to select a mutually-acceptable non-binding mediator to assist in resolving the disputed matter, and shall work in good faith with that mediator to resolve the matter. If after sixty days the Parties have either been unable to select a mediator or unable to resolve the dispute, then the Parties may move to binding arbitration in accordance with Section 3 of this Dispute Policy or, by their mutual agreement, may move to litigation.

Arbitration – If the Parties are unable to amicably resolve the dispute, then the Parties hereby agree to seek binding arbitration to resolve the matter. Such arbitration shall be conducted under the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “Arbitration Rules”) and any arbitrator must be a member of the American Arbitration Association. The arbitrator shall be bound by the Arbitration Rules and this Dispute Policy, but shall otherwise be fully empowered to rule on disputed matter or related issue, including the scope and application of this Dispute Policy, the arbitrability of any given dispute, and any other questions of fact or law concerning the scope of the arbitrator’s powers. Any fees or expenses incurred in arbitration shall be equally split between the Parties. Unless Skupreme agrees otherwise, all arbitration hearings shall be held remotely or within 60 miles of the 10001 US postal zip code.Please consult the American Arbitration Associations website at www.adr.org for additional information on the Arbitration Rules and for procedures to follow to initiate a claim.

Limitation on Class Action – Notwithstanding the foregoing or any other provision of this Dispute Policy or the Terms, the Parties agree that each may only resolve a dispute under this Dispute Policy in their individual capacity and not as a member of a class action or similar proceeding, and no disputes shall be consolidated during arbitration without Skupreme’s express written consent. Notwithstanding the terms of this Dispute Policy, Skupreme reserves the right to take any legal action it deems appropriate in the event of a class action or consolidated dispute, including but not limited to abandoning arbitration and filing a claim in the appropriate forum.

Exhaustion of Remedies – You hereby agree that any claim you might have for any disputed matter shall be null and void unless relief is first sought through the procedures set forth in this Dispute Policy.

Fee Disputes – Notwithstanding any contrary provisions of this Dispute Policy, the Terms, or any related policies, if the disputed matter concerns fees or other payments that Skupreme deems due to Skupreme, and if we cannot resolve the matter in good faith, then Skupreme may take any legal action that Skupreme in its sole discretion deems appropriate to resolve such disputed fees.