Terms of Use

 

TERMS OF USE - SUNDYNE.COM AND SUNDQUEST

 

Please review these SundQUEST (“SundQUEST”) Terms of Use (“Terms of Use”). By signing into and accessing SundQUEST, you acknowledge that you have read the Terms of Use set forth below and agree to abide by and be bound to these Terms of Use.  As used in these Terms of Use, “Sundyne” means Sundyne, LLC, and its affiliates, including but not limited to Sundyne, with a corporate office at 2728 North Harwood Street, Suite 200, Dallas, Texas, United States, 75201.

 

If you are accessing SundQUEST in your capacity as an executive, employee, consultant, or agent of a company, then you acknowledge that your consent to these Terms of Use is sufficient to bind both you and that company to these Terms of Use.  For purposes of these Terms of Use, “you” or “End User” means both you, as an individual, and the company you represent.

 

If you do not agree with the terms and conditions of these Terms of Use, then you will not be allowed to access SundQUEST.

 

  1. GRANT OF LIMITED LICENSE

SundQUEST is Sundyne’ proprietary portal that allows you build a quote for our products based on variables that you enter based on your requirements. These Terms of Use will govern your use of SundQUEST, as well as any content or applications that are made available to you now or in the future through SundQUEST. Subject to these Terms of Use, Sundyne grants to you a limited, royalty-free, non-exclusive, non-transferable license (“License”) to access and use SundQUEST. This License does not grant or transfer any ownership rights in SundQUEST or imply any rights other than those set forth in these Terms of Use. You must only access SundQUEST in accordance with these Terms of Use.

 

  1. USER CONDUCT

 

2.1        Username and Password. 

You must have a unique username and password to access SundQUEST. You may not share this username and password with any other person. You are solely responsible for: (a) your own conduct when accessing SundQUEST; (b) all actions of any person accessing SundQUEST through the username and password assigned to you; and (c) any violations of these Terms of Use. You must notify Sundyne immediately of any unauthorized use of your username or password.

 

2.2        Use Restrictions.

 

2.2.1     General Use Restrictions. 

You must not and must not allow any other person to do or attempt to do any of the following: (a) use SundQUEST or any portion of SundQUEST for any unlawful purpose; (b) market, sublicense, publish, distribute, lend, transfer, or otherwise make SundQUEST or any components or output from SundQUEST available to any third party; (c) alter, maintain, enhance, modify, or create derivatives of SundQUEST; (d) remove any trademark, copyright, or proprietary notices or use any meta tags or other ‘hidden text’ or framing techniques in connection with Sundyne’ names or trademarks; (e) copy, decompile, disassemble, or otherwise reverse engineer SundQUEST or use any similar means to discover the source code or trade secrets in SundQUEST; (f) use SundQUEST to provide service bureau, time sharing, or other computer services to third parties; (g) circumvent any technological measures that control access to SundQUEST or violate the security of SundQUEST; (i) post, transmit, distribute, or infect SundQUEST with viruses, trojan horses, worms, time bombs, or other destructive functionality; (j) use SundQUEST in any nuclear, aviation, mass transit, life support, or any other inherently dangerous manner; (k) use SundQUEST in any manner that violates the rights of Sundyne; (l) use screen scrapers, content miners, robots, spiders, web extractors, or any other automated means to access SundQUEST; or (m) use SundQUEST to benefit any party other than you.  You represent and warrant that you will not use any SundQUEST for any purpose that is unlawful or prohibited by these Terms of Use.  In addition, you represent and warrant that you will not post any ePHI or identifiers to SundQUEST.

 

2.2.2     No Competitors. 

You cannot access SundQUEST if you are a competitor of Sundyne or any of its affiliates. You must not permit or attempt to permit any competitor of Sundyne or any unauthorized third party to access, view, interact with, evaluate, or otherwise use SundQUEST, whether on behalf of you or any third party.

 

2.3        Confidentiality. 

“Confidential Information” means all information and data regarding Sundyne or SundQUEST that is identified as confidential and proprietary or that you should reasonably know is confidential by the nature of its disclosure. You must not disclose Confidential Information to third parties and must protect any Confidential Information with the same degree of care as you use to protect your own confidential information, but in no event less than a reasonable degree of care. You represent and warrant that you will not use, reveal, relay, expose, make known, or provide any Confidential Information you receive through SundQUEST to any third parties (even to those third parties who already have access to the Confidential Information) for any purpose, including but not limited to leveraging lower prices from suppliers.

 

2.4        

Dealings with Third-Parties and Third-Party Obligations. Any dealings with third parties that you make through or in connection with your use of SundQUEST are governed by your agreement with that third party. You represent and warrant that your use of SundQUEST and its contents does not violate any obligations (including, but not limited to, contractual or fiduciary duties) that you may have to third parties.  Sundyne is not liable for (i) any quotes or contractual arrangements that you provide to or enter into with third parties (using on your own terms of sale or otherwise, even if you use SundQUEST to prepare such documents) or (ii) any conflicts between these Terms of Use or any other agreement between you and Sundyne and your third-party dealings. 

 

2.5        

Compliance with Laws. In using SundQUEST, you must comply at all times with all applicable laws, rules, and regulations. You agree that you will not transfer or export SundQUEST into any country or use SundQUEST in any manner prohibited by the U.S. Export Administration Regulations or any other applicable export control law, restriction, or regulation.

 

3.         THIRD-PARTY CONTENT

SundQUEST may contain content provided to Sundyne by third parties (each, a “Third-Party Provider”). Third-Party Providers may retain independent intellectual property ownership rights in such third-party content. Use of SundQUEST requires you to accept all terms and conditions passed through from Third-Party Providers. Third-Party Provider pass-through terms are provided in Exhibit A and incorporated by reference into these Terms of Use. To the maximum extent permitted by applicable law, the software provided by the Third Party Provider hereunder is provided "as is" without any condition or warranty whatsoever by the Third Party Provider.  The entire risk associated with the installation and use of the software resides with you.  All other conditions or warranties, either express or implied, are disclaimed, including, without limitation, the implied conditions or warranties of merchantability, ownership and fitness for a particular purpose.  The Third Party Provider will not be liable for any indirect, incidental, consequential, special or other damages.

Certain links provided on this site will launch Internet sites that are not under the control of Sundyne. Sundyne provides these outside links solely as a convenience to its users and the provision of any such link is not an endorsement by Sundyne of that site or any of the contents, products, or services contained or offered therein. Accordingly, Sundyne makes no representations or warranties whatsoever concerning availability of or content, including sub-links, found on those sites.

When registering for, ordering or purchasing products or services from any party which is linked to this site, you will be entering into an agreement with that third party and not with Sundyne. In these cases, you should review and understand the terms and conditions posted by such third party and its privacy policy before you register, order or purchase. Except to the extent specifically stated herein, the privacy policy and terms of use stated by Sundyne herein will not apply. Sundyne is committed to linking with companies that share our privacy concerns. However, we cannot and do not control the way these parties use or collect information or operate their businesses.

When you link to another party's site, you should be aware that those companies may use cookies or other means to collect information about you. In this case, the Sundyne privacy policy and terms will not apply. As Sundyne does not control these sites, you should be aware that Sundyne's privacy policy and terms of use do not apply.

 

 

4.          INTELLECTUAL PROPERTY

4.1        Data Ownership.  

You own any data that you provide, in the past or future, for use with SundQUEST, and you represent and warrant that you will only provide data that you own or you are fully authorized to use or disclose in compliance with applicable law. You hereby specifically agree to release and hold harmless Sundyne for all claims arising from and/or relating to the use or disclosure of data that you provide to SundQUEST, including but not limited to intellectual property claims.   For its own business purposes, Sundyne has the right to access, manipulate, mask, filter, analyze, use, display, and store any data that you provide to SundQUEST for Sundyne’ business purposes and your agreement to these Terms of Use serves as your specific consent and authorization for Sundyne to access, manipulate, mask, filter, analyze, use, display, and store, for its own business purposes, any data that you provide to SundQUEST.

 

4.2        Feedback and Output. 

From time-to-time, Sundyne may seek or you may offer comments, input, or ideas regarding your use of SundQUEST or SundQUEST’s features and functionality generally (“Feedback”). In addition, you will likely develop some output using SundQUEST, including but not limited to creating custom reports (“Output”). Sundyne welcomes your Feedback regarding SundQUEST and encourage you to use all the functions available in SundQUEST to create Output. Any Feedback that you give to us (either oral or written) or any Output that you develop using SundQUEST is Sundyne’ exclusive property. Your submission of any Feedback or development of any Output constitutes an assignment to Sundyne of all rights, title, and interest in all copyrights or intellectual property rights in the Feedback or Output. Sundyne may use, distribute, manipulate, disclose, publish, or reproduce any Feedback or Output related to your use of SundQUEST, without notice or compensation to you.

 

4.3        Navigational Data. 

From time-to-time, Sundyne may use technical methods to track and analyze traffic patterns on SundQUEST, such as the frequency with which you and other users are visiting various parts of the application. Sundyne may also use tools to measure and collect session information, including page response time, download errors, length of visits, etc. Sundyne may use this information or employ a third party to help Sundyne analyze this information to measure site activity, develop new ideas for improving SundQUEST, and for its business purposes.

 

4.4        Marks.  

You must not remove, alter, deface, obscure, or otherwise modify any of Sundyne’ Marks that are displayed on SundQUEST or any Output, whether those Sundyne Marks are displayed or otherwise rendered by software or on printed media.  In addition, you must not adopt or otherwise use any Marks containing confusingly similar names, designs, or other indicia to Sundyne’ Marks nor dilute Sundyne’ Marks in any manner.  “Marks” means all proprietary indicia, trademarks, trade names, symbols, logos, or brand names Sundyne adopts to identify Sundyne, its products, or any related parties.

 

4.5        IP Rights.  

Sundyne retains title and all other ownership and proprietary rights in and to its IP Rights, and any and all derivative works based on the IP Rights. This ownership and IP Rights include any and all rights in and to patents, trademarks, copyrights, and trade secret rights.  The IP Rights are not “work made for hire” within the meaning of U.S. Copyright Act 17 U.S.C. Section 101. You must not copy or reproduce all or any part of the IP Rights, whether electronically, mechanically, or otherwise, in any form including, but not limited to, the copying of data, presentation, style, or organization. “IP Rights” mean SundQUEST and all source code, object code, documentation (whether electronic, printed, written or otherwise), working papers, non-client data, programs, diagrams, models, drawings, flow charts, and research (whether in tangible or intangible form or in written or machine-readable form), and all techniques, processes, inventions, knowledge, know-how, trade secrets (whether in tangible or intangible form or in written or machine-readable form), developed or provided by Sundyne. 

 

5.          SECURITY

5.1        Security Protections. 

SundQUEST’s security controls and practices are designed to protect the confidentiality, integrity, and availability of data that is hosted.  These practices are aligned with the ISO/IEC 27002 Code of Practice for information security controls, from which a comprehensive set of controls are selected. Your access to SundQUEST is through a secure communication protocol provided by Sundyne.

 

5.2        Backup Your Content.  

You must back up, to your own computer or other device, any data or other content that you input into via SundQUEST. Sundyne does not guarantee or warrant that any content you input or access through SundQUEST will not be subject to inadvertent damage, corruption, or loss.

 

6.          MODIFICATIONS

All content contained herein is subject to change without notice. Sundyne reserves the right to modify these Terms of Use at any time and to add additional terms and conditions related to specific content accessible through SundQUEST. Sundyne will update the static Terms of Use tab on the SundQUEST homepage. If you do not agree to any Terms of Use (including any updates to the Terms of Use), then please do not access or use SundQUEST. Sundyne may terminate, change, suspend or discontinue any aspect of the site, including the availability of any features of the site, at any time. Sundyne may also impose limits on certain features and services or restrict your access to parts of the site without notice or liability.

 

 

7.         QUOTES.  

Any quotes prepared through SundQUEST are estimates based on the data entered by you into SundQUEST.  We reserve the right to change pricing, delivery times, and other terms if the data entered is incorrect or changes.  All quotes are subject to our standard terms and conditions located at http://www.sundyne.com/Terms-and-Conditions-of-a-Sale and subject to the specifications set forth on any order.  ANY QUOTE IS EXPRESSLY LIMITED TO AND EXPRESSLY MADE CONDITIONAL ON YOUR ACCEPTANCE OF THE FOREGOING TERMS AND CONDITIONS WHICH ARE INCORPORATED HEREIN BY REFERENCE. SUNDYNE OBJECTS TO ANY DIFFERENT OR ADDITIONAL TERMS. SUNDYNE RESERVES THER RIGHT TO CHANGE THE TERMS AND CONDTIONS AT ANY TIME WITHOUT NOTIFICATION.

 

8.          TERMINATION

8.1        Sundyne’s Right to Terminate. 

Sundyne may terminate or suspend this License if it determines that you are violating these Terms of Use or you are taking or facilitating any action that puts Sundyne, its customers, its systems, or its data at risk in any manner. Sundyne may provide you with a 10-day period to cure any alleged violations but has no obligation to allow you access to SundQUEST during the 10-day period. If you fail to cure any alleged violation within this 10-day period or if the violation is not capable of being cured, then Sundyne may terminate your access to SundQUEST.

 

8.2        Effect of Termination. 

Upon termination, Sundyne will disable your username and password. You must not attempt to access or use SundQUEST or represent in any form that you have access to SundQUEST.

 

9.          ASSIGNMENT AND SUCCESSORS

Sundyne may assign any of its rights or obligations under this License. You may not assign any of your rights or obligations under this License without Sundyne’ prior written consent, and any purported assignment by you without Sundyne’ prior written consent is void. Subject to the previous sentence, this License will be binding upon, enforceable by, and inure to the benefit of the parties and their respective successors and assigns.

 

10.          NOTICES

Any questions, comments or legal notices regarding these Terms of Use or SundQUEST must be sent by a mail delivery system that can be tracked to the following address: Sundyne, LLC, 2728 North Harwood Street, Suite 200, Dallas, Texas, United States, 75201; Attn: Legal Department; with an electronic copy to legaldepartment@accudyneindustries.com.

 

11.        NO WARRANTIES

SUNDQUEST AND ITS CONTENTS ARE PROVIDED “AS IS” AND “WHERE IS”, WITHOUT ANY WARRANTIES OF ANY KIND. SUNDYNE DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS, OR REPRESENTATIONS OF ANY KIND WITH RESPECT TO SUNDQUEST OR OTHERWISE REGARDING THIS LICENSE, WHETHER ORAL OR WRITTEN, STATUTORY, EXPRESS, OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. BROADLANE DOES NOT GUARANTEE OR WARRANT THE COMPLETENESS, ACCURACY, SUITABILITY, QUALITY, OR CURRENCY OF SUNDQUEST OR THAT YOUR USE OF SUNDQUEST WILL BE UNINTERRUPTED OR FREE FROM HACKING ATTACKS, VIRUSES, OR OTHER MALFUNCTIONS. USE OF SUNDQUEST IS AT YOUR OWN DISCRETION AND YOUR SOLE RISK. SUNDYNE makes no representation or warrantY whatsoever with respect to the compatibility of SUNDQUEST or any future releases with any computer hardware or software, nor does SUNDYNE represent or warrant the continuity of the features provided by or through SUNDQUEST between various releases.

 

12.       LIMITATION OF LIABILITY

IN NO EVENT WILL SUNDYNE BE LIABLE FOR ANY DAMAGES OR COSTS INCLUDING, BUT NOT LIMITED TO, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, AND PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR OR ANY PERSON'S USE OF, OR INABILITY TO USE, SUNDQUEST. IN NO EVENT WILL SUNDYNE’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING UNDER SUNDQUEST OR THESE TERMS OF USE EXCEED THE $100.00. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. TO THE EXTENT THOSE EXCLUSIONS OR LIMITATIONS ARE SPECIFICALLY PROHIBITED BY APPLICABLE LAW, SOME OF THE EXCLUSIONS OR LIMITATIONS SET FORTH IN THESE TERMS OF USE MAY NOT APPLY TO YOU.

 

SUNDYNE HAS NO LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY ERRORS OR INACCURACIES IN SUNDQUEST THAT COULD CAUSE FAILURES, CORRUPTION, OR LOSS OF DATA OR INFORMATION OR ANY OTHER DAMAGE TO YOUR SYSTEMS. YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH YOUR USE OF SUNDQUEST, INCLUDING WITHOUT LIMITATION, COSTS INCURRED FOR THE USE OF OR ANY DAMAGE TO YOUR COMPUTERS, EQUIPMENT, DEVICE, PERIPHERALS, SOFTWARE, DATA, OR INFORMATION.

 

13. INTERNATIONAL USERS AND JURISDICTION 

This site is maintained and controlled by Sundyne in the State of Illinois United States of America. Sundyne makes no representation that materials on this site are appropriate or available for use at other locations outside of the United States and access to this site from territories where this site's contents are illegal is prohibited. If you access this site from locations outside the United States, you are responsible for compliance with all local laws. The laws of the State of Colorado shall govern the content and use of this site, without giving effect to any of the conflict of law principles or rules thereof. Information contained in this website may be subject to U.S. government export controls. This information is subject to all laws, regulations and administrative acts, now or hereafter in effect of the U.S. government regarding the exportation and/or re-exportation of information. The recipient of this information acknowledges that they will be responsible for compliance as necessary with such laws, regulations and administrative acts. Prior to the disclosure of information presented on this website to any foreign national, the recipient will obtain any such approvals in a manner consistent with the terms and conditions of this agreement.

           

14. SURVIVING PROVISIONS

Sections: 2.5 (Confidentiality), 3 (Content-Specific Terms and Third-Party Content); 4 (Intellectual Property), 10 (Surviving Provisions); and Exhibit A will survive any termination or expiration of this Agreement and continue in full force and effect.

 

Version Release: 10.18.2017