Terms Of Use

AGREEMENT TO TERMS

These Terms of Use constitute a legally binding agreement made between you, whether personally or

on behalf of an entity (“you”) and Denington LLC ("Company", “we”, “us”, or “our”),

concerning your access to and use of the www.se.supply website as well as any other media form,

media channel, mobile website or mobile application related, linked, or otherwise connected thereto

(collectively, the “Site”). You agree that by accessing the Site, you have read, understood, and agreed to

be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF

USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST

DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Site from time to time are

hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make

changes or modifications to these Terms of Use at any time and for any reason. We will alert you about

any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to

receive specific notice of each such change. It is your responsibility to periodically review these Terms

of Use to stay informed of updates. You will be subject to, and will be deemed to have been made

aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the

Site after the date such revised Terms of Use are posted.

The information provided on the Site is not intended for distribution to or use by any person or entity in

any jurisdiction or country where such distribution or use would be contrary to law or regulation or which

would subject us to any registration requirement within such jurisdiction or country. Accordingly, those

persons who choose to access the Site from other locations do so on their own initiative and are solely

responsible for compliance with local laws, if and to the extent local laws are applicable.

All users who are minors in the jurisdiction in which they reside (generally under the age of 18) must

have the permission of, and be directly supervised by, their parent or guardian to use the Site. If you are

a minor, you must have your parent or guardian read and agree to these Terms of Use prior to you

using the Site.

INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Site is our proprietary property and all source code, databases,

functionality, software, website designs, audio, video, text, photographs, and graphics on the Site

(collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the

“Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark

laws and various other intellectual property rights and unfair competition laws of the United States,

foreign jurisdictions, and international conventions. The Content and the Marks are provided on the Site

“AS IS” for your information and personal use only. Except as expressly provided in these Terms of Use,

no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished,

uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or

otherwise exploited for any commercial purpose whatsoever, without our express prior written

permission.

Provided that you are eligible to use the Site, you are granted a limited license to access and use the

Site and to download or print a copy of any portion of the Content to which you have properly gained

access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you

in and to the Site, the Content and the Marks.

USER REPRESENTATIONS

By using the Site, you represent and warrant that: (1) you have the legal capacity and you agree to

comply with these Terms of Use; (2) you are not a minor in the jurisdiction in which you reside, or if a

minor, you have received parental permission to use the Site; (3) you will not access the Site through

automated or non-human means, whether through a bot, script, or otherwise; (4) you will not use the

Site for any illegal or unauthorized purpose; and (5) your use of the Site will not violate any applicable

law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to

suspend or terminate your account and refuse any and all current or future use of the Site (or any

portion thereof).

PROHIBITED ACTIVITIES

You may not access or use the Site for any purpose other than that for which we make the Site

available. The Site may not be used in connection with any commercial endeavors except those that are

specifically endorsed or approved by us.

As a user of the Site, you agree not to:

1. Systematically retrieve data or other content from the Site to create or compile, directly or

indirectly, a collection, compilation, database, or directory without written permission from us.

2. Make any unauthorized use of the Site, including collecting usernames and/or email addresses of

users by electronic or other means for the purpose of sending unsolicited email, or creating user

accounts by automated means or under false pretenses.

3. Use the Site to advertise or offer to sell goods and services.

4. Circumvent, disable, or otherwise interfere with security-related features of the Site, including

features that prevent or restrict the use or copying of any Content or enforce limitations on the use of

the Site and/or the Content contained therein.

5. Engage in unauthorized framing of or linking to the Site.

6. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account

information such as user passwords.

7. Engage in any automated use of the system, such as using scripts to send comments or

messages, or using any data mining, robots, or similar data gathering and extraction tools.

8. Attempt to impersonate another user or person or use the username of another user.

9. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.

10. Use the Site in a manner inconsistent with any applicable laws or regulations.

SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other

information regarding the Site ("Submissions") provided by you to us are non-confidential and shall

become our sole property. We shall own exclusive rights, including all intellectual property rights, and

shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose,

commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral

rights to any such Submissions, and you hereby warrant that any such Submissions are original with

you or that you have the right to submit such Submissions. You agree there shall be no recourse

against us for any alleged or actual infringement or misappropriation of any proprietary right in your

Submissions.

SITE MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms of Use;

(2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these

Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our

sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the

extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole

discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files

and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise

manage the Site in a manner designed to protect our rights and property and to facilitate the proper

functioning of the Site.

PRIVACY POLICY

We care about data privacy and security. Please review our Privacy

Policy: https://www.se.supply/privacy-policy. By using the Site, you agree to be bound by our Privacy

Policy, which is incorporated into these Terms of Use. Please be advised the Site is hosted in the United

States. If you access the Site from the European Union, Asia, or any other region of the world with laws

or other requirements governing personal data collection, use, or disclosure that differ from applicable

laws in the United States, then through your continued use of the Site, you are transferring your data to

the United States, and you expressly consent to have your data transferred to and processed in the

United States.

TERM AND TERMINATION

These Terms of Use shall remain in full force and effect while you use the Site. WITHOUT LIMITING

ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR

SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE

SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON

OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY

REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF

ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION

IN THE SITE OR DELETE ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME,

WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and

creating a new account under your name, a fake or borrowed name, or the name of any third party,

even if you may be acting on behalf of the third party. In addition to terminating or suspending your

account, we reserve the right to take appropriate legal action, including without limitation pursuing civil,

criminal, and injunctive redress.

MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason

at our sole discretion without notice. However, we have no obligation to update any information on our

Site. We also reserve the right to modify or discontinue all or part of the Site without notice at any time.

We will not be liable to you or any third party for any modification, price change, suspension, or

discontinuance of the Site.

We cannot guarantee the Site will be available at all times. We may experience hardware, software, or

other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or

errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the

Site at any time or for any reason without notice to you. You agree that we have no liability whatsoever

for any loss, damage, or inconvenience caused by your inability to access or use the Site during any

downtime or discontinuance of the Site. Nothing in these Terms of Use will be construed to obligate us

to maintain and support the Site or to supply any corrections, updates, or releases in connection

therewith.

GOVERNING LAW

These Terms of Use and your use of the Site are governed by and construed in accordance with the

laws of the State of California applicable to agreements made and to be entirely performed within the

State of California, without regard to its conflict of law principles.

DISPUTE RESOLUTION

Binding Arbitration

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those

Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU

UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN

COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the

Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate,

the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of

which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator

compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the

AAA Consumer Rules. The arbitration may be conducted in person, through the submission of

documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a

statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and

any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the

applicable AAA rules or applicable law, the arbitration will take place in United States County, California.

Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay

proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered

by the arbitrator.

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced

or prosecuted in the state and federal courts located in United States County, California, and the Parties

hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens

with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations

Convention on Contracts for the International Sale of Goods and the the Uniform Computer Information

Transaction Act (UCITA) are excluded from these Terms of Use.

In no event shall any Dispute brought by either Party related in any way to the Site be commenced

more than one (1) years after the cause of action arose. If this provision is found to be illegal or

unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this

provision found to be illegal or unenforceable and such Dispute shall be decided by a court of

competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to

the personal jurisdiction of that court.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To

the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is

no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action

procedures; and (c) there is no right or authority for any Dispute to be brought in a purported

representative capacity on behalf of the general public or any other persons.

Exceptions to Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning binding

arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the

intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft,

piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is

found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within

that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a

court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to

submit to the personal jurisdiction of that court.

CORRECTIONS

There may be information on the Site that contains typographical errors, inaccuracies, or omissions,

including descriptions, pricing, availability, and various other information. We reserve the right to correct

any errors, inaccuracies, or omissions and to change or update the information on the Site at any time,

without prior notice.

DISCLAIMER

THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE

OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT

PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION

WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED

WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY

OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED

TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS,

MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR

PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO

AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE

SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION

STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM

THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE

TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR

OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND

INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR

OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE,

OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY

A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR

MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL

NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION

BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH

THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY

ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE

APPROPRIATE.

LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR

ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL,

SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA,

OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN

ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of

our respective officers, agents, partners, and employees, from and against any loss, damage, liability,

claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or

arising out of: (1) use of the Site; (2) breach of these Terms of Use; (3) any breach of your

representations and warranties set forth in these Terms of Use; (4) your violation of the rights of a third

party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any

other user of the Site with whom you connected via the Site. Notwithstanding the foregoing, we reserve

the right, at your expense, to assume the exclusive defense and control of any matter for which you are

required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims.

We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to

this indemnification upon becoming aware of it.

USER DATA

We will maintain certain data that you transmit to the Site for the purpose of managing the performance

of the Site, as well as data relating to your use of the Site. Although we perform regular routine backups

of data, you are solely responsible for all data that you transmit or that relates to any activity you have

undertaken using the Site. You agree that we shall have no liability to you for any loss or corruption of

any such data, and you hereby waive any right of action against us arising from any such loss or

corruption of such data.

ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Site, sending us emails, and completing online forms constitute electronic communications.

You consent to receive electronic communications, and you agree that all agreements, notices,

disclosures, and other communications we provide to you electronically, via email and on the Site,

satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE

USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO

ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED

OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any

statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original

signature or delivery or retention of non-electronic records, or to payments or the granting of credits by

any means other than electronic means

.

CALIFORNIA USERS AND RESIDENTS

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of

the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625

North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or

(916) 445-1254.

MISCELLANEOUS

These Terms of Use and any policies or operating rules posted by us on the Site or in respect to the

Site constitute the entire agreement and understanding between you and us. Our failure to exercise or

enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or

provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all

of our rights and obligations to others at any time. We shall not be responsible or liable for any loss,

damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or

part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that

provision or part of the provision is deemed severable from these Terms of Use and does not affect the

validity and enforceability of any remaining provisions. There is no joint venture, partnership,

employment or agency relationship created between you and us as a result of these Terms of Use or

use of the Site. You agree that these Terms of Use will not be construed against us by virtue of having

drafted them. You hereby waive any and all defenses you may have based on the electronic form of

these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.

CONTACT US

In order to resolve a complaint regarding the Site or to receive further information regarding use of the

Site, please contact us at:

Denington LLC

1308 Rollins Road

Burlingame, CA 94010

United States

Phone: (650) 347-3900

info@se.supply