User Subscription Agreement 2016-10-12T13:40:15+00:00

User Subscription Agreement

About this user subscription agreement

Effective Date: June 25, 2013

  • All references to “we” or “us” or “our” shall mean Suntico Limited, a company registered in Ireland with company registration number 459969 that operates this suntico.com website business.
  • All references to this “website” or this “site” shall be construed to mean the suntico.com website and any of its sub-domains
  • All references to “Suntico”, “the service” or “the services” shall mean the online business services that we provide via the website under this subscription agreement.
  • If you are not acting on behalf of yourself as an individual, then “you”, “your”, and “yourself” means your company or organization or the person you are representing.
  • All references to “users” mean individuals who are authorized by you to use the services, for whom subscriptions to a service have been ordered, and who have been supplied user identifications and passwords by you (or by us at your request). Users may include but are not limited to your employees, colleagues, consultants, contractors and agents, and third parties with which you transact business.

WE ARE WILLING TO GRANT YOU RIGHTS TO ESTABLISH AN ACCOUNT AND TO USE THE SERVICES PROVIDED BY THIS SITE ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS AGREEMENT.  PLEASE READ THE TERMS CAREFULLY.  BY CLICKING ON “I ACCEPT”, YOU WILL INDICATE YOUR AGREEMENT WITH THEM.  IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY OR PERSON, YOUR ACCEPTANCE REPRESENTS THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY OR PERSON TO THESE TERMS.  IF YOU DO NOT AGREE WITH THESE TERMS, OR IF YOU DO NOT HAVE THE AUTHORITY TO BIND YOUR ENTITY OR PERSON, THEN WE ARE UNWILLING TO GRANT YOU RIGHTS TO ESTABLISH AN ACCOUNT AND TO USE THE SERVICES PROVIDED BY THIS SITE.

Parties

The parties to this legal agreement are you and we.

Agreement

The legal agreement between you and us consists of this subscription agreement, plus our terms of use and privacy policy which are incorporated herein and accessible on this site’s home page.  If there is any conflict between this subscription agreement and the terms of use, this subscription agreement shall take precedence.

Modification of agreement

  • We reserve the right to modify this agreement at any time by posting an amended agreement that is always accessible through a link on this site’s home page and/or by giving you prior notice of a modification.
  • If you already have a pre-paid subscription to Suntico, then the amended agreement shall come into effect on your next purchase following thirty (30) business days from the date of the amended agreenent.  ONCE THIRTY BUSINESS DAYS HAVE ELAPSED SINCE THE DATE OF POSTING AN AMENDED AGREEMENT AND IF THE AMENDED SUBSCRIPTION AGREEMENT IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO MAKE NO FURTHER PURCHASES OF THE SERVICES.

Subscription Eligibility

Subscriptions are not available to minors under the age of 18 years of age and any person or legal entity that has been suspended or removed from the system.

The services

You can access the services through authorized login protocols via our website.  These services may include a range a linked business software applications, and connectors to synchronize data with standard 3rd party business software.  We reserve the right to update and modify the services from time to time.

Subscription use and restrictions

  • Subject to the terms and conditions of this agreement, our terms of use, and our privacy policy, you may access and use the services, but only for your own internal purposes.  All rights not expressly granted in this agreement are reserved by us and our licensors.
  • You will be granted authorized login protocols for the services, and you agree not to use the services in excess of your authorized login protocols.  You agree not to access (or attempt to access) this site by any means other than through the interface we provide, unless you have been specifically allowed to do so in a separate agreement. Except through any application program interface (API) that we may publish, you agree not to access (or attempt to access) this site through any automated means (including use of scripts or web crawlers), and you agree to comply with the instructions set out in any robots.txt file present on this site.
  • You are not authorized to:
    • Resell, sublicense, transfer, assign, or distribute the site, its services or content
    • Modify or make derivative works based upon the site, its services or content
    • “Frame” or “mirror” any site, its services or content on any other server or Internet-enabled device
    • Reverse engineer, decompile, or disassemble the services or their enabling software for any purpose.
    • You are not authorized to use our services or servers for the propagation, distribution, housing, processing, storing, or otherwise handling in any way lewd, obscene, or pornographic material, or any other material which we deem to be objectionable. The designation of any such materials is entirely at our sole discretion.

Ownership

The material provided on this site and via our services is protected by law, including, but not limited to, Irish copyright law and international treaties.  The copyrights and other intellectual property rights in this material are owned by us and/or others.  Except for the limited rights granted herein, all other rights are reserved.

Subscription term

The term of your subscription to any service shall be specified during the registration process for that service.  After the expiration of this term, you may initiate another subscription in accordance with the terms and conditions posted at this site.

Term of agreement

This agreement commences on the date you first accept it and continues until all subscriptions hereunder have expired or have been terminated.

Termination

You agree that we may terminate your account and access to the services for cause without prior notice, upon the occurrence of any one of the following:

  • Any material breach of this agreement, including without limitation any failure to pay fees as they become due or any unauthorized use of the site or services
  • Requests by law enforcement or other government agencies.

Upon request by you made within 30 days after the effective date of termination or expiration of this agreement, we will make the your data available to you for export or download in a machine-readable form specificed by us.  After that 30-day period, we will have no obligation to maintain or provide your data, and will thereafter delete your data and your login credentials.

Further, you agree that all terminations for cause shall be made in our sole discretion, and that we will not be liable to you or any third-party for any termination of your account or access to services.  If we elect to terminate this agreement for cause, we may elect, in our sole discretion, not to refund any prepaid fees or other amounts to you.

Your account-related responsibilities

  • You are responsible for maintaining the confidentiality of your login ID, password, and any additional information that we may provide regarding accessing your account. If you knowingly share your login ID and password with another person who is not authorized to use the services, this agreement is subject to termination for cause.
  • You agree to immediately notify us of any unauthorized use of your login ID, password, or account or any other breach of security.
  • You are responsible for the compliance of all users with the terms of this agreement.

Subscription Fees; Transaction Fees; Credit Card Processing

You agree to pay any applicable subscription fees or transaction fees for each service that you purchase at the site.

  • Payments for these fees may be by credit card online at this site, or by any other method approved by us.
  • Monies paid are non-refundable, unless expressly provided otherwise on this site.
  • If for any reason payment is not made for fees due we may pursue all available remedies to pursue payment, including without limitation, suspension or termination of your account and rights to all services from this site.

You hereby authorize Suntico to charge the credit card used in the registration process, as follows:

  • Charges will be for the service, for the monetary amount, and for the billing periods that are specified in the registration process.
  • If the credit card authorization fails, we will request updated credit card information. However, if you do not provide updated credit card information that successfully authorizes within 72 hours after notice, we may terminate your account and rights to all services from this site.
  • We will email you a notice after each payment that will also provide you with a simple mechanism for canceling all future payments.
  • Subject to the terms of this agreement, you are granted non-exclusive rights to download and use the content available for download from this website (“content”) only for use for your internal business purposes and not for third parties.
  • You may copy, modify, and transfer the content to others provided that you do not remove or obscure any proprietary rights notices or labels on the content.  You are not authorized to resell, sublicense, or use the content for any commercial use or purpose.
  • For the period of this agreement and subject to the terms of this agreement, you are granted non-exclusive rights to install and use any software that is designed to work with the services you have purchased and that is downloadable from this website (“software”).
  • You may use the software only for the purposes for which it is provided (for example to establish a secure link to synchronize your data held on external servers with the service).
  • You may copy the software for archival purposes, provided that any copy must contain the original software’s proprietary notices in unaltered form.
  • You shall not:
    • Permit others to use the software
    • Modify or translate the software
    • Reverse engineer, decompile, or disassemble the software, except to the extent this restriction is expressly prohibited by applicable law
    • Create derivative works based on the software
    • Merge the software with another product
    • Copy the software, except as expressly provided above
    • Remove or obscure any proprietary rights notices or labels on the software.
    • You may submit your requests for technical support in the following ways:
      • By email to support-at-suntico.com
      • Via any “support” or “help” links within the service
      • By online chat on the website
      • Via the contact form on the Contact Us page on the website
      • Where you have a nominated  Suntico Advisor ( a Suntico Advisor is an independent agent that provides support and advice relating to Suntico) and where we deem appropriate, we shall route your questions to your Suntico Advisor for addressing.  Otherwise we shall answer questions directly by email or online chat (where appropriate).
      • We will let you know by email if we have passed your request for technical support to your nominated Suntico Advisor.

License grant for content

  • Subject to the terms of this agreement, you are granted non-exclusive rights to download and use the content available for download from this website (“content”) only for use for your internal business purposes and not for third parties.

Restrictions for content

  • You may copy, modify, and transfer the content to others provided that you do not remove or obscure any proprietary rights notices or labels on the content.  You are not authorized to resell, sublicense, or use the content for any commercial use or purpose.

License grant for software

  • For the period of this agreement and subject to the terms of this agreement, you are granted non-exclusive rights to install and use any software that is designed to work with the services you have purchased and that is downloadable from this website (“software”).

Restrictions for software

  • You may use the software only for the purposes for which it is provided (for example to establish a secure link to synchronize your data held on external servers with the service).
  • You may copy the software for archival purposes, provided that any copy must contain the original software’s proprietary notices in unaltered form.
  • You shall not:
    • Permit others to use the software
    • Modify or translate the software
    • Reverse engineer, decompile, or disassemble the software, except to the extent this restriction is expressly prohibited by applicable law
    • Create derivative works based on the software
    • Merge the software with another product
    • Copy the software, except as expressly provided above
    • Remove or obscure any proprietary rights notices or labels on the software.

Technical Support

  • You may submit your requests for technical support in the following ways:
    • By email to support-at-suntico.com
    • Via any “support” or “help” links within the service
    • By online chat on the website
    • Via the contact form on the Contact Us page on the website
  • Where you have a nominated  Suntico Advisor ( a Suntico Advisor is an independent agent that provides support and advice relating to Suntico) and where we deem appropriate, we shall route your questions to your Suntico Advisor for addressing.  Otherwise we shall answer questions directly by email or online chat (where appropriate).
  • We will let you know by email if we have passed your request for technical support to your nominated Suntico Advisor.

Warranty disclaimers

EXCEPT AS MAY BE PROVIDED IN ANY SEPARATE WRITTEN AGREEMENTS SIGNED BY THE PARTIES, THE SERVICES, CONTENT, AND/OR PRODUCTS ON THIS SITE ARE PROVIDED “AS-IS”, AND NEITHER WE NOR ANY OF OUR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO SUCH PRODUCTS, SERVICES, AND/OR CONTENT.  EXCEPT AS MAY BE PROVIDED IN ANY SEPARATE WRITTEN AGREEMENT SIGNED BY THE PARTIES OR SEPARATE AGREEMENT ORIGINATING FROM THIS SITE, THIS SITE AND ITS LICENSORS SPECIFICALLY DISCLAIM, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THIS SITE OR PRODUCTS, SERVICES AND/OR CONTENT ACQUIRED FROM THIS SITE, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, COMPLETENESS, TIMELINESS, CORRECTNESS, NON-INFRINGEMENT, OR FITNESS FOR ANY PARTICULAR PURPOSE.  THIS SITE AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT THIS SITE, ITS PRODUCTS, SERVICES, AND/OR CONTENT: (A) WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR (C) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THESE DISCLAIMERS CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT.  NO PURCHASE OR USE OF THE ITEMS OFFERED BY THIS SITE IS AUTHORIZED HEREUNDER EXCEPT UNDER THESE DISCLAIMERS.  IF IMPLIED WARRANTIES MAY NOT BE DISCLAIMED UNDER APPLICABLE LAW, THEN ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THE PERIOD REQUIRED BY APPLICABLE LAW.  SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of liability

IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.  IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICES, INCLUDING WITHOUT LIMITATION THE USE OR INABILITY TO USE THE SERVICES, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICES OR THIS SITE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Confidential information

You agree that all non-public information that we provide regarding the services, including without limitation, our pricing, marketing methodology, and business processes, is our proprietary confidential information.  You agree to use this confidential information only for purposes of exercising your rights as subscriber to the service while in strict compliance with this agreement, and you further agree not to use or disclose this confidential information for a period of three (3) years after termination of this agreement.

Export control

This site provides services and uses software and technology that may be subject to United States export controls and the export control regulations of Switzerland and the European Union. The user of this site (“user”) acknowledges and agrees that the site and services shall not be used in, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to, countries to which the United States, Switzerland and/or the European Union maintains an embargo (collectively, “embargoed countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “designated nationals”). The lists of embargoed countries and designated nationals are subject to change without notice. By using the services, you represent and warrant that you are not or under the control of a designated national and that you are not located in or a national or resident of an embargoed country. You agree to comply strictly with all U.S., Swiss and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.

Registration data

  • Registration is required for you to establish an account at this site.
  • You agree
    • To provide certain current, complete, and accurate information about you as prompted to do so by our online registration form (“registration data”)
    • To maintain and update such registration data as required to keep such information current, complete and accurate.
  • You warrant that your registration data is and will continue to be accurate and current, and that you are authorized to provide such registration data.
  • You authorize us to verify your registration data at any time.
  • If any registration data that you provide is untrue, inaccurate, not current or incomplete, we retain the right, in our sole discretion, to suspend or terminate rights to use your account.
  • Solely to enable us to use information you supply us internally, so that we are not violating any rights you might have in that information, you grant to us a nonexclusive license to
    • Maintain such information in a digital format such that it can be read, utilized and displayed by our computers or any other technology currently in existence or hereafter developed capable of utilizing digital information
    • Combine the information with other content provided by us in each case by any method or means or in any medium whether now known or hereafter devised.

Security

  • You shall be solely responsible for acquiring and maintaining technology and procedures for maintaining the security of your link to the Internet.
  • We shall implement reasonable and appropriate security procedures consistent with prevailing industry standards to protect data from unauthorized access by physical and electronic intrusion; provided, however, unless resulting from our failure to perform the forgoing obligations, you agree that we shall not, under any circumstances, be held responsible or liable for situations:
    • Where data or transmissions are accessed by third parties through illegal or illicit means
    • Where the data or transmissions are accessed through the exploitation of security gaps, weaknesses, or flaws unknown to us at the time.
  • We will promptly report to you any unauthorized access to your data promptly upon discovery by us, and we will use diligent efforts promptly to remedy any breach of security that permitted such unauthorized access.
  • In the event that notification to persons, organisations and/or companies included in your data is required, you shall be solely responsible for any and all such notifications at your expense.

Notices

  • We may give notice to you by means of:
    • A general notice in your account information, or
    • By electronic mail to your e-mail address on record in your registration data, or
    • By written communication sent by first class mail or pre-paid post to your address on record in your registration data.
  • Such notice shall be deemed to have been given upon the expiration of forty eight (48) hours after mailing or posting (if sent by first class mail or pre-paid post) or twelve (12) hours after sending (if sent by email).
  • You may give notice to us (such notice shall be deemed given when received by us) at any time by any of the following communications addressed for the attention of the “Chief Executive Officer”:
    • A letter sent by confirmed facsimile to us at the head office fax number displayed on the Contact Us page on the website
    • A letter delivered to us at the head office address displayed on the Contact Us page on the website.
  • Notices will not be effective unless sent in accordance with the above requirements.

Jurisdiction and controlling law

Jurisdiction for any claims arising under the agreement, including but not limited to these terms of use, shall lie exclusively with the Irish Courts and the terms of use shall be construed in accordance with the laws of the Republic of Ireland.

Severability

If any provision of this agreement is declared invalid or unenforceable, such provision shall be deemed modified to the extent necessary and possible to render it valid and enforceable.  In any event, the unenforceability or invalidity of any provision shall not affect any other provision of this agreement, and this agreement shall continue in full force and effect, and be construed and enforced, as if such provision had not been included, or had been modified as above provided, as the case may be.

Force majeure

We shall not be liable for damages for any delay or failure of delivery arising out of causes beyond our reasonable control and without our fault or negligence, including, but not limited to, Acts of God, acts of civil or military authority, fires, riots, wars, embargoes, Internet disruptions, hacker attacks, or communications failures.

Survival

Those clauses the survival of which is necessary for the interpretation or enforcement of this agreement shall continue in full force and effect in accordance with their terms notwithstanding the expiration or termination hereof.

Miscellaneous

This agreement, our terms of use, and our privacy policy constitute the entire understanding of the parties with respect to this site and merges all prior communications, representations, and agreements.  The application the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.  This license is written in English, and English is its controlling language.  If you are located outside Ireland, then you are responsible for complying with any local laws in your jurisdiction which might impact your right to import, export or use this site, and you represent that you have complied with any regulations or registration procedures required by applicable law to make this agreement enforceable.

© Suntico.com 2015 

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