TERMS OF USE
Last updated March, 2024
Please review these Terms of Use (“Terms of Use”). By signing into and accessing the software application (“Application”), you acknowledge that you have read the Terms of Use set forth below and agree to abide by and be bound to this Terms of Use. As used in these Terms of Use, “Licensor” means AMI Global LLC, and its affiliates (including but not limited to AMI Global LLC ), with a corporate office at
AMI Global LLC.
6280 South Valley View Blvd. #212
Las Vegas, NV 89118
United States
If you are accessing the Application 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 the Application.
1. GRANT OF LIMITED LICENSE
The Application is Licensor’s proprietary application that allows you to remotely connect to and/or to monitor a hardware device installed into Licensor’s product that you have purchased. These Terms of Use will govern your use of the Application, as well as any content or applications that are made available to you now or in the future through the Application. Subject to these Terms of Use, Licensor grants to you a limited, royaltyfree, non-exclusive, non-transferable license (“License”) to access, install, and use the Application. This License does not grant or transfer any ownership rights in the Application or imply any rights other than those set forth in these Terms of Use. You must only access the Application in accordance with these Terms of Use.
2. USER CONDUCT
2.1. Username and Password. You must have a unique username and password to access the Application. You may not share this username and password with any other person. You are solely responsible for: (a) your own conduct when accessing the Application; (b) all actions of any
person accessing the Application through the username and password assigned to you; and (c) any violations of these Terms of Use. You must notify Licensor 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 the Application or any portion of the Application for any unlawful purpose; (b) market, sublicense, publish, distribute, lend, transfer, or otherwise make the Application or any components or output from the Application available to any third party; (c) alter, maintain, enhance, modify, or create derivatives of the Application; (d) remove any trademark, copyright, or proprietary notices or use any meta tags or other ‘hidden text’ or framing techniques in connection with Licensor’ names or trademarks; (e) copy, decompile, disassemble, or otherwise reverse engineer the Application or use any similar means to discover the source code or trade secrets in the Application; (f) use the Application to provide service bureau, time sharing, or other computer services to third parties; (g) circumvent any technological measures that control access to the Application or violate the security of the Application; (i) post, transmit, distribute, or infect the Application with viruses, trojan horses, worms, time bombs, or other destructive functionality; (j) use the Application in any nuclear, aviation, mass transit, life support, or any other inherently dangerous manner; (k) use the Application in any manner that violates the rights of Licensor; (l) use screen scrapers, content miners, robots, spiders, web extractors, or any other automated means to access the Application; or (m) use the Application to benefit any party other than you. You represent and warrant that you will not use any the Application 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 personally identifiable information into the Application.
2.2.2. No Competitors. You cannot access the Application if you are a competitor of Licensor or any of its affiliates. You must not permit or attempt to permit any competitor of Licensor or any unauthorized third party to access, view, interact with, evaluate, or otherwise use the Application, whether on behalf of you or any third party.
2.3. Confidentiality. “Confidential Information” means all information and data regarding Licensor or the Application 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 the Application to any third parties (even to those third parties who already have access to the Confidential Information) for any purpose.
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 the Application are governed by your agreement with that third party. You represent and warrant that your use of the Application and its contents does not violate any obligations (including, but not limited to, contractual or fiduciary duties) that you may have to third parties. Licensor is not liable for any conflicts between these Terms of Use or any other agreement between you and Licensor and your third-party dealings.
2.5. Compliance with Laws. In using the Application, you must comply at all times with all applicable laws, rules, and regulations. You agree that you will not transfer or export the Application into any country or use the Application 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
The Application may contain content provided to Licensor 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 the Application requires you to accept all terms and conditions passed through from Third-Party Providers. Third-Party Provider pass-through terms are provided in Schedule B 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.
4. INTELLECTUAL PROPERTY
4.1. Data Ownership. You own any data that you provide, in the past or future, for use with the Application, and you represent and warrantthat 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 Licensor and its licensors from all claims arising from and/or relating to the use or disclosure of data that you provide to the Application, including but not limited to intellectual property claims. For its own business purposes, Licensor has the right to access, manipulate, mask, filter, analyze, use, display, and store any data that you provide to the Application for Licensor’s business purposes and your agreement to these Terms of Use serves as your specific consent and authorization for Licensor to access, manipulate, mask, filter, analyze, use, display, and store, for its own business purposes, any data that you provide to the Application.
4.2. Feedback and Output. From time-to-time, Licensor may seek or you may offer comments, input, or ideas regarding your use of the Application or the Application’s features and functionality generally (“Feedback”). In addition, you may develop some output using the Application, including but not limited to creating custom reports (“Output”). Licensor welcomes your Feedback regarding the Application and encourage you to use all the functions available in the Application to create Output. Any Feedback that you give to us (either oral or written) or any Output that you develop using the Application is Licensor’s exclusive property. Your submission of any Feedback or development of any Output constitutes an assignment to Licensor of all rights, title, and interest in all copyrights or intellectual property rights in the Feedback or Output. Licensor may use, distribute, manipulate, disclose, publish, or reproduce any Feedback or Output related to your use of the Application, without notice or compensation to you provided that such Feedback or Output does not publicly identify Licensor or its Authorized Users.
4.3. Navigational Data. From time-to-time, Licensor may use technical methods to track and analyze traffic patterns on the Application, such as the frequency with which you and other users are visiting various parts of the application. Licensor may also use tools to measure and collect session information, including page response time, download errors, length of visits, etc. Licensor may use this information or employ a third party to help Licensor analyze this information to measure site activity, develop new ideas for improving the Application, and for its business purposes.
4.4. Marks. You must not remove, alter, deface, obscure, or otherwise modify any of Licensor’s or its licensors’ Marks (collectively, “Licensor Marks”) that are displayed on the Application or any Output, whether those Licensor 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 Licensor Marks nor dilute Licensor Marks in any manner. “Licensor Marks” means all proprietary indicia, trademarks, trade names, symbols, logos, or brand names Licensor adopts to identify Licensor, its products, or any related parties.
4.5. IP Rights. Licensor and its licensors retain 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 the Application 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 Licensor and/or its licensors.
5. SECURITY
5.1. Security Protections. The Application’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 the Application is through a secure communication protocol provided by Licensor.
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 the Application. Licensor does not guarantee or warrant that any content you input or access through the Application will not be subject to inadvertent damage, corruption, or loss.
5.3. Wireless Connections. For any devices on which you access the Application that are not supplied by Licensor, you are responsible for the wireless connections and communications to the hardware device installed into Licensor’s product that you have purchased. Neither Licensor, nor its officers, employees, agents, or licensors are liable or responsible for the failure of any such connection or communication services to provide or maintain access between you and the Application or Vapor, or for any interruption or disruption of such access or any erroneous communication between the Application or the Vapor and you or any consequent inability to perform any activity.
5.4. Hardware Warranty. That the AMI Global LLC hardware includes a limited warranty that the product is free from defects in materials and workmanship for a period of 2 years from date of delivery. When activated the limited warranty is 1 year from date of activation. AMI's obligation under this limited warranty is limited to repairing or replacing the product, at AMI's option, unless the product has been misused or improperly repaired or serviced by any party other than authorized AMI personnel, in which case the limited warranty is voided. Other than this limited warranty, AMI's products and services are provided with no other guarantees or warranties, express or implied, including any warranties of merchantability or fitness for a particular purpose.
6. MODIFICATION OF TERMS OF USE
Licensor 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 the Application. In such an event, Licensor will post new terms on its website and/or present a new clickwrap, which you must accept to continue use of the Application. 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 the Application.
7. Reserved.
8. TERMINATION
8.1. Licensor’s Right to Terminate. Licensor 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 Licensor, its customers, its systems, or its data at risk in any manner. Licensor may provide you with a 10-day period to cure any alleged violations but has no obligation to allow you access to the Application 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 Licensor may terminate your access to the Application.
8.2. Effect of Termination. Upon termination by you or Licensor, Licensor will disable your username and password. You must not attempt to access or use the Application or represent in any form that you have access to the Application. By agreeing to this term you agree that you have paid in full subscription for annual services and you acknowledge AMI or its subsidiaries will not grant refund of services if this contract is terminated by you under this section.
9. ASSIGNMENT AND SUCCESSORS
Licensor 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 Licensor’s prior written consent, and any purported assignment by you without Licensor’s 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 the Application must be sent by a mail delivery system that can be tracked to the following address: AMI Global LLC. Subscription Team, 6280 South Valley View Blvd. #212, Las Vegas NV 89118, United States Attn: Legal Department; with an electronic copy to support@amiglobal.com.
11. NO WARRANTIES
THE APPLICATION AND ITS CONTENTS ARE PROVIDED “AS IS” AND “WHERE IS”, WITHOUT ANY WARRANTIES OF ANY KIND. LICENSOR AND ITS LICENSORS DISCLAIM 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. LICENSOR AND ITS LICENSORS DO NOT GUARANTEE OR WARRANT THE COMPLETENESS, ACCURACY, SUITABILITY, QUALITY, OR CURRENCY OF THE APPLICATION OR THAT YOUR USE OF THE APPLICATION WILL BE UNINTERRUPTED OR FREE FROM HACKING ATTACKS, VIRUSES, OR OTHER MALFUNCTIONS. USE OF THE APPLICATION IS AT YOUR OWN DISCRETION AND YOUR SOLE RISK. LICENSOR AND ITS LICENSORS MAKE NO REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT TO THE COMPATIBILITY OF THE APPLICATION OR ANY FUTURE RELEASES WITH ANY COMPUTER HARDWARE OR SOFTWARE, NOR DOES LICENSOR OR ITS LICENSORS REPRESENT OR WARRANT THE CONTINUITY OF THE FEATURES PROVIDED BY OR THROUGH THE APPLICATION BETWEEN VARIOUS RELEASES.
12. LIMITATION OF LIABILITY
IN NO EVENT WILL LICENSOR 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, THE APPLICATION. IN NO EVENT WILL LICENSOR’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING UNDER THE APPLICATION OR THESE TERMS OF USE EXCEED $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. LICENSOR HAS NO LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY ERRORS OR INACCURACIES IN THE APPLICATION 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 THE APPLICATION, INCLUDING WITHOUT LIMITATION, COSTS INCURRED FOR THE USE OF OR ANY DAMAGE TO YOUR COMPUTERS, EQUIPMENT, DEVICE, PERIPHERALS, SOFTWARE, DATA, OR INFORMATION.
13. SURVIVING PROVISIONS
Sections: 2.3 (Confidentiality), 3 (Third-Party Content); 4 (Intellectual Property), 12 (Surviving Provisions); and Schedule B will survive any termination or expiration of this Agreement and continue in full force and effect.