Terms of Use
Last Updated: August 8, 2024
These Terms of Use (the “Terms”) describe the rules that apply to the websites, software applications, Client Portals, and other electronic services (together, the “Services”) of SIB Midco, LLC (“SIB,” “we,” “our,” or “us”), including all websites, webpages, applications, products, documentation and features offered by or through the Services. Please read these Terms carefully as they govern your use of the Services.
- Acceptance. Your use of the Services is expressly conditioned on your acceptance without modification of these Terms. Any use of our Services that is inconsistent with these Terms is unauthorized. Your use of the Services, including your browsing of any webpages on the Services, constitutes your acceptance and agreement to be bound by these Terms. If you do not agree with our Terms, please, please do not use our Services. If you use the Services on behalf of a company, business, or other entity, then (i) the term “you” includes you and such company, business, or entity, and (ii) you represent and warrant that (a) you are authorized to bind such company, business, or entity to these Terms and (b) you agree to these Terms on such company’s, business’s, or entity’s behalf.
- Changes. We may, in our sole discretion and for any reason, change, supplement, or amend these Terms without any notice or liability to you or any other person by posting revised Terms on the Services. Accordingly, we encourage you to review these Terms periodically. If you continue to use the Services after we change these Terms, then you accept all such changes. From time to time, we may add to or change the functionality and features of the Services. We reserve the right to change, modify, suspend, or discontinue the Services, including any features or functionality, in whole or in part, without notice or liability to you. We do not guarantee the ongoing availability of the Services or any of their features or functionality.
- Privacy Policy. Use of the Services is subject to our Privacy Policy, which is incorporated into these Terms by
reference. - Eligibility to Use the Services.
- You may use the Services only if you have reached the age of majority where you live and can form abinding contract with us under applicable law.
- You represent and warrant that (i) your use of the Services is legal in, and does not violate any lawsor regulations where you live or from where you access the Services, (ii) you possess the legal rightand ability to enter into these Terms and to use the Services in accordance with these Terms, (iii) youruse of the Services will be in accordance with these Terms, and (iv) your use of the Services will be inaccordance with all applicable laws and regulations.
- Your use of the Services may be subject to the export and import laws of the United States and othercountries. You agree to comply with all applicable export and import laws and regulations, including theExport Administration Regulations and sanctions control programs of the United States. In particular,you represent and warrant that you (a) are not a prohibited party identified on any government exportexclusion lists or a member of a government of any other export-prohibited countries as identified inapplicable export and import laws and regulations, (b) will not transfer software, technology, or othertechnical data via the Services to export-prohibited parties or countries, (c) will not use the Servicesfor military, nuclear, missile, chemical, or biological weaponry end uses in violation of United Statesexport laws, (d) will not access or use the Services from a country or region that is targeted forcomprehensive trade sanctions by the United States government, and (e) will not transfer, upload, orpost via the Services any software, technology, or other technical data in violation of United States orother applicable export or import laws.
- In our sole discretion, in addition to any other rights or remedies available to us and without anyliability whatsoever, we reserve the right to terminate, restrict or suspend your access to theServices, in whole or in part, at any time without notice. For example, and without limitation, we mayterminate or suspend your access to the Services upon your non-compliance (or threatened non-compliance)with these Terms or if you violate (or threaten to violate) our rights or the rights of any other party.
- Your Limited Right to Use the Services and Their Content
- All of the following are the exclusive property of SIB and/or our various subsidiaries, affiliates,brands, or licensors and are protected under applicable copyright, trademark, and other proprietaryrights laws: the Services and all information, images, photos, graphics, sounds, music, videos,interactive features, data, text, scripts, files, links, software (including the software that powersthe Services), messages, communications, content, organization, design, compilation, magnetictranslation, digital conversion, trademarks, trade names, service marks, logos, and other mattersrelated to, or located or contained within, the Services (collectively the “Content”).All words and symbols designated by ® or ™ and used on or in connection with the Content (collectivelythe “Marks”) are trademarks or registered trademarks of, and are proprietary to, SIB orother owners that have granted us the right and license to use such Marks. For clarity, there may beinstances where trademark or copyright symbols are omitted for creative reasons, which does not impactthe validity or enforceability of these Marks.
- Limited Right to Use the Services and the Content. In exchange for your agreement to these Terms andpayment of any applicable fees, we grant you a limited, non-exclusive, non-transferable, and revocablelicense to use the Content solely for your internal business purposes. Other than as specificallyprovided in these Terms, you may not use, copy, download, reproduce, republish, distribute, transmit,broadcast, display, assign, license, sublicense, sell, alter, prepare derivative works of, or otherwiseexploit the Content (in whole or in part) without our prior, express, and written permission. You do nothave any ownership rights to the Services or any of their Content. All rights in and to the Content notexpressly granted in this Section 5.2 remain in us and our licensors.
- Your Use of the Services.
- You agree to use the Services only for the purposes for which we provide the Services, and in accordancewith these Terms. Without limiting the foregoing, you agree that you will not:
- Modify, translate, decompile, reverse engineer, recreate, disassemble, or otherwise attempt todetermine the makeup or source code of the Services or make any unauthorized changes to orcopies of the Services;
- Circumvent, disable, remove, avoid, bypass, deactivate, impair or otherwise interfere with any(i) security-related features of the Services or (ii) features that prevent, restrict, or limituse or copying of any Content;
- Use any web crawler, robot, spider, or other automated method to retrieve, data mine, scrape orotherwise gather information or Content available through the Services;
- Upload, post, email, or otherwise transmit any material that contains trojan horses, worms,malicious software, viruses, or any other computer code, files, or programs of a destructivenature or designed to interrupt, destroy, or limit the functionality of any computer software orhardware or telecommunications equipment;
- Frame, reproduce or copy the Services, or access or use the Services through an interface otherthan one we provide to you;
- Disclose any Content to any third party without our prior, express, and written consent,including moving or copying Content from a secure to a non-secure area of the Services;
- Falsify or delete any author attributions, legal, or other notices or proprietary designationsor labels (such as copyright, trademark, and other proprietary rights notices) contained in oron the Services;
- Link to the Services from another website without our prior, written permission;
- Use the Services in violation of any applicable law, regulation or code of conduct, anyadditional terms, or our Privacy Policy; in violation of the legal rights of another person; orin any manner which we deem in our sole discretion to be inappropriate or harmful.
- User Submissions. If you submit any content or materials through the Services or if you provide us withany comments, ideas or feedback relating to the Services (collectively, “User Submissions”), you (i) grant us and our affiliates a non-exclusive, royalty-free,transferable, sublicensable, and worldwide license to use, store, display, post, reproduce, modify,publish, broadcast, perform, print, distribute, and prepare derivative works of your User Submissions inperpetuity in connection with our Services and our and our affiliates’ businesses (and our and ouraffiliates’ successors’ businesses), including for purposes of developing, operating, improving,re-designing, providing, re-distributing, using, promoting, and marketing all or part of the Services,in any and all media formats (now known or hereafter developed) and through any and all media channels(now known or hereafter developed), and (ii) represent and warrant that you have all necessary licenses,rights, consents, and permissions to grant us the foregoing license. Nothing in these Terms willrestrict other legal rights that we may have to User Submissions, for example under other licenses. Youagree that you will not receive any consideration or compensation in connection with your UserSubmissions.
- Registration
- Process. Certain features and functionality of the Services require you to register with us byentering your email address, your name, company name, contact information, a valid username andpassword, and providing other required registration information (collectively“Registration Information”). You represent and warrant that, at the time ofsubmission to us, your Registration Information is true, accurate, current, and complete. Youfurther agree to maintain and promptly update your Registration Information, as necessary orupon request. Upon completing the registration process with us, you may be provided with aServices account in our sole discretion (“Your Account”).
- Restrictions and Limitations.
- We will have no liability associated with, or arising from, your failure to maintainaccurate,current, and complete Registration Information, including liability arising out of yourfailureto receive information about the Services or Your Account. We will not be responsible forverifying your Registration Information. You may not (i) select or use as your RegistrationInformation a name of another person with the intent to impersonate that person; (ii) use asyour Registration Information a name subject to any rights of a person other than youwithoutappropriate authorization; (iii) use as your Registration Information a username or screennamethat disparages, in any manner, the Services, us, or our licensors or service providers; or(iv)create any user account by automated means or under false or fraudulent pretenses. Wereservethe right, at our discretion, to (a) refuse acceptance of your Registration Information and(b)cancel or deactivate Your Account, including due to inactivity, and, at our election, deleteallrelated information and files in, or relating to, Your Account, including any UserSubmissions.
- You will maintain the confidentiality and security of, and will carefully guard Your AccountandYour Account-related information, and you will not provide Your Account or YourAccount-relatedinformation to any other person or entity. We will not be liable for any unauthorized accessoruse of your Registration Information or Your Account. You are fully responsible for all useof,and activities that occur under, your Registration Information and Your Account and for anyactions that take place through your registration or access to the Services (whetherconductedby you or another). If you suspect that someone may have obtained access to Your Account orYourAccount-related information, you must (i) contact us immediately and (ii) change YourAccountpassword.
- We reserve the right to require you to change your Registration Information from time totime.Failure to comply with any portion of this Section 7 will constitute a breach of theseTerms,which may result in immediate termination of Your Account.
- Email Notifications. Subject to any applicable laws, we reserve the right to email you notificationsthat inform you of messages waiting for you on the Services. You agree that such notifications areanintegral part of being a registered member of the Services, and you expressly consent to receivingthesenotifications.
- Third Party Products. The Services may contain links to or display websites, services, products, offers, events, promotions, discounts, or activities provided or offered by or through third parties (collectively the “Third Party Products”). In addition, the Services may provide you with the ability to interact directly with third parties that offer, advocate, or make recommendations for Third Party Products. We are not responsible for, and disclaim any liability with respect to, Third Party Products and the content, accuracy, or opinions expressed in, or with respect to, Third Party Products.
- Indemnity. You agree to indemnify, defend, and hold harmless us, our affiliates, and our and our affiliates’ owners, parents, partners, shareholders, members, subsidiaries, managers, directors, officers, employees, contractors, agents, licensors, suppliers, agents, representatives, and attorneys from and against any and all claims, liabilities, damages, losses, costs, and expenses, including court costs and reasonable attorneys’ fees, resulting from, relating or attributable to, or arising out of (i) your breach of, or failure to comply with, any of these Terms, (ii) any fraud, manipulation, deception, or misrepresentation by you, (iii) your access to, or use of, the Services and/or the Content, (iv) your User Submissions, (v) all use of, and activities that occur under, Your Account (whether conducted by you or another) and any actions that take place through your access to the Services and/or the Content, (vi) any violation of any law or regulation by you, and (vii) any dispute between you and another user of the Services (whether you and/or such other user is registered or unregistered). Neither we nor our affiliates or licensors have any duty to reimburse, defend, indemnify, or hold you harmless, including with respect to any claim, liability, damage, loss, cost, or expense resulting from, relating or attributable to, or arising out of, these Terms, the Services, or the Content or your use of, or access to, the Services or the Content.
- Disclaimers and Limitations of Liability. READ THE FOLLOWING CAREFULLY.
- Liability Disclaimer. Except as expressly provided in these Terms as amended from time to time, we make no representations or warranties of any kind, express or implied, regarding the Services and/or Content, User Submissions, products or services provided on the Services, all of which are provided on an “as is” and “as available” basis. We do not warrant the accuracy, completeness, currency, reliability or suitability of the operation of the Services, or any of the content or data found on the Services, and expressly disclaim all warranties and conditions in respect of the Services, Content, User Submissions, data, and any products or services offered for sale on the Services, including implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement, and those arising by statute or otherwise in law or from a course of dealing or usage of trade.
- We are not responsible for unavailable network connections, failed, incomplete, garbled or delayed computer transmissions, online failures, hardware, software or other technical malfunctions or disturbances or any other communications failures or circumstances affecting, disrupting or corrupting communications.
- We assume no responsibility, and will not be liable for, any damages to, or any viruses affecting your computer equipment or other property on account of your access to, use of, or browsing on the Services or your downloading of any materials, data, text, images, video, audio, or other Content from the Services.
- Maximum Liability. In no event will SIB be liable for any injury, loss, claim, damage, or any special, exemplary, punitive, direct, indirect, incidental or consequential damages of any kind (including, but not limited to economic loss, lost profits or lost savings), whether based in contract, tort, equity, strict liability, or otherwise, which arises out of or is in any way connected with the operation of, any use of (or inability to use) the Services, Content, User Submissions, or any failure or delay in the operation of the Services, even if advised of the possibility of such damages. Notwithstanding the foregoing, if SIB should be found liable for any loss or damage which arises out of or is in any way connected with the Services, Content, User Submissions, or any of the products or services offered on the Services, SIB’s liability shall be limited as follows:
- Client Portals and Related Services. SIB’s total liability will in no event exceed, in the aggregate for all claims related to our Client Portals and associated Services, the greater of $250 US dollars or the amount you paid SIB for access to the Services in the year preceding the claim.
- Use of Publicly Accessible Areas of the Services. SIB’s entire liability and your exclusive remedy with respect to any dispute with us relating to our publicly accessible websites or other Services, including aboutsib202stg.wpengine.com (including your use of the Services or receipt of any communications) is to discontinue your use of the Services.
- Risk of Use. Your access to, and use of, the Services, the Content, and any User Submissions are at your risk, including your assumption of all risks that the Services, the Content, and User Submissions will be uninterrupted, timely, secure, and error-free. In no event will SIB or any of our affiliates or licensors be liable for any loss or corruption of data, and neither we nor any of our affiliates or licensors have any responsibility or liability for the deletion or failure to store any information, data, User Submission, communications, or other content maintained or transmitted by or through the Services.
- Dispute Resolution. The following terms shall govern all disputes arising out of or relating to the
Services,
these Terms, and/or our Privacy Policy (collectively, “Disputes”):
- Class Action Waiver. You agree that, to the fullest extent permitted by applicable law, any and allDisputes will be resolved on an individual basis, without resort to any form of class action or massaction. This provision shall not be construed as a waiver of your right to seek public injunctivereliefas provided under California law to the extent such right may otherwise be available to you.
- Time Limitation. You agree to bring any and all Disputes against us within one year from the date ofaccrual of a cause of action, and that actions brought after this date will be deemed time-barred.
- You consent and submit to the exclusive jurisdiction of the state and federal courts in and forCharleston County, South Carolina, USA for all Disputes.
- General
- Notices. Except as otherwise provided in these Terms (including with respect to modifications to these Termsormodifications to the Services), we may (but are not obligated to) deliver notices to you viaelectronicmail or postal mail at any email or postal address associated with you in our databases.
- Governing Law. These Terms shall be governed by, and enforced in accordance with, the laws of theStateof South Carolina, and without regard to any conflicts of law provisions that might apply the lawsofanother jurisdiction.
- Entire Agreement. These Terms (including the Privacy Policy) constitute the complete, final, andexclusive understanding between you and us relating to your use of the Services, the Content, andtheUser Submissions, superseding all prior or contemporaneous understandings, agreements, and/orcommunications with respect to such subject matter. There are no representations, warranties orotheragreements between us in connection with the subject matter of these Terms, except as specificallysetout in these Terms. No party has been induced to enter into these Terms in reliance on, and therewillbe no liability assessed in tort, contract or otherwise, with respect to, any warranty,representation,opinion, advice or assertion of fact, except to the extent it has been reduced to writing andincludedin these Terms.
- Severability. If any provision of these Terms is held to be illegal, invalid, or unenforceable under present orfuturelaws, such provision will be fully severable, and these Terms will be construed and enforced as ifsuchillegal, invalid, or unenforceable provision never comprised a part of these Terms; and theremainingprovisions of these Terms will remain in full force and effect and will not be affected by theillegal,invalid, or unenforceable provision or by its severance from these Terms. Furthermore, in lieu ofsuchillegal, invalid, or unenforceable provision, there will be added automatically as part of theseTerms aprovision as similar in its terms to such illegal, invalid, or unenforceable provision as may bepossible and be legal, valid, and enforceable. Our waiver of a breach of any provision of theseTerms byyou will not operate or be construed as a waiver by us of any subsequent breach by you.
- No Amendments by You. You may not amend these Terms without our prior, express, and written consent.
- Assignment. We may assign our rights and delegate our duties and obligations under these Terms to any party atanytime without notice to you. These Terms are not assignable, transferable, or sub-licensable by youwithout our prior, express, and written consent.
- Relationship. No agency, partnership, joint venture, or employment is created as a result of these Terms, and youdonot have any authority of any kind to bind us in any respect whatsoever.
- Interpretation. In the interpretation of these Terms, except where the context otherwise requires: (i) “including”or“include” does not denote or imply any limitation, (ii) “or” has the inclusive meaning “and/or,”(iii)“and/or” means “or” and is used for emphasis only, (iv) “$” refers to United States dollars, (v) thesingular includes the plural, and vice versa, and each gender includes each other gender, (vi)captionsor headings are only for reference and are not to be considered in interpreting these Terms, (vii)“Section” refers to a section of these Terms, unless otherwise stated in these Terms, and (viii) totheextent any provision of these Terms limits our liability or disclaims any responsibility orobligationwith respect to us, then such limitation or disclaimer shall also apply to, and provide protectionto,our licensors, subsidiaries, brands, and affiliates, each of which is an intended third-partybeneficiary of these Terms (including the Privacy Policy) and shall have the right to enforce theseTerms (including such limitations and disclaimers and including the Privacy Policy), in whole or inpartin such third-party beneficiary’s discretion, as if a party to these Terms and/or the PrivacyPolicy.
- Survival. Sections 3, 6.2, and 9 through 12 will survive termination of these Terms and/or your right toaccess oruse the Services, the Content, and the User Submissions.
- Contact Information. If you have any questions regarding these Terms, please contact us using our webform.
