TERMS & CONDITIONS OF USE

Please review these Customer Portal (“Customer Portal”) Terms of Use (“Terms of Use”). By signing into and accessing the Customer Portal, 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, “Accudyne” means Accudyne Industries, LLC, and its affiliates, including but not limited to Sundyne and Milton Roy, with a corporate office at 2728 North Harwood Street, Suite 200, Dallas, Texas, United States, 75201.

If you are accessing the Customer Portal 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 Customer Portal.

1. GRANT OF LIMITED LICENSE

The Customer Portal is Accudyne’ 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 the Customer Portal, as well as any content or applications that are made available to you now or in the future through the Customer Portal. Subject to these Terms of Use, Accudyne grants to you a limited, royalty-free, non-exclusive, non-transferable license (“License”) to access and use the Customer Portal. This License does not grant or transfer any ownership rights in the Customer Portal or imply any rights other than those set forth in these Terms of Use. You must only access the Customer Portal 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 Customer Portal. You may not share this username and password with any other person. You are solely responsible for: (a) your own conduct when accessing the Customer Portal; (b) all actions of any person accessing the Customer Portal through the username and password assigned to you; and (c) any violations of these Terms of Use. You must notify Accudyne immediately of any unauthorized use of your username or password.

2.2 Use Restrictions.

2.2.1General 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 Customer Portal or any portion of the Customer Portal for any unlawful purpose; (b) market, sublicense, publish, distribute, lend, transfer, or otherwise make the Customer Portal or any components or output from the Customer Portal available to any third party; (c) alter, maintain, enhance, modify, or create derivatives of the Customer Portal; (d) remove any trademark, copyright, or proprietary notices or use any meta tags or other ‘hidden text’ or framing techniques in connection with Accudyne’ names or trademarks; (e) copy, decompile, disassemble, or otherwise reverse engineer the Customer Portal or use any similar means to discover the source code or trade secrets in the Customer Portal; (f) use the Customer Portal to provide service bureau, time sharing, or other computer services to third parties; (g) circumvent any technological measures that control access to the Customer Portal or violate the security of the Customer Portal; (i) post, transmit, distribute, or infect the Customer Portal with viruses, trojan horses, worms, time bombs, or other destructive functionality; (j) use the Customer Portal in any nuclear, aviation, mass transit, life support, or any other inherently dangerous manner; (k) use the Customer Portal in any manner that violates the rights of Accudyne; (l) use screen scrapers, content miners, robots, spiders, web extractors, or any other automated means to access the Customer Portal; or (m) use the Customer Portal to benefit any party other than you. You represent and warrant that you will not use the Customer Portal 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 the Customer Portal.

2.2.2No Competitors. You cannot access the Customer Portal if you are a competitor of Accudyne or any of its affiliates. You must not permit or attempt to permit any competitor of Accudyne or any unauthorized third party to access, view, interact with, evaluate, or otherwise use the Customer Portal, whether on behalf of you or any third party.

2.3 Confidentiality. “Confidential Information” means all information and data regarding Accudyne or the Customer Portal 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 Customer Portal 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 the Customer Portal are governed by your agreement with that third party. You represent and warrant that your use of the Customer Portal and its contents does not violate any obligations (including, but not limited to, contractual or fiduciary duties) that you may have to third parties. Accudyne 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 the Customer Portal to prepare such documents) or (ii) any conflicts between these Terms of Use or any other agreement between you and Accudyne and your third-party dealings.

2.5 Compliance with Laws. In using the Customer Portal, you must comply at all times with all applicable laws, rules, and regulations. You agree that you will not transfer or export the Customer Portal into any country or use the Customer Portal 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 Customer Portal may contain content provided to Accudyne 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 Customer Portal 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 Accudyne. Accudyne provides these outside links solely as a convenience to its users and the provision of any such link is not an endorsement by Accudyne of that site or any of the contents, products, or services contained or offered therein. Accordingly, Accudyne 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 Accudyne. 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 Accudyne herein will not apply. Accudyne 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 Accudyne privacy policy and terms will not apply. As Accudyne does not control these sites, you should be aware that Accudyne'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 the Customer Portal, 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 Accudyne for all claims arising from and/or relating to the use or disclosure of data that you provide to the Customer Portal, including but not limited to intellectual property claims. For its own business purposes, Accudyne has the right to access, manipulate, mask, filter, analyze, use, display, and store any data that you provide to the Customer Portal for Accudyne’ business purposes and your agreement to these Terms of Use serves as your specific consent and authorization for Accudyne to access, manipulate, mask, filter, analyze, use, display, and store, for its own business purposes, any data that you provide to the Customer Portal.

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

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

4.4 Marks. You must not remove, alter, deface, obscure, or otherwise modify any of Accudyne’ Marks that are displayed on the Customer Portal or any Output, whether those Accudyne 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 Accudyne’ Marks nor dilute Accudyne’ Marks in any manner. “Marks” means all proprietary indicia, trademarks, trade names, symbols, logos, or brand names Accudyne adopts to identify Accudyne, its products, or any related parties.

4.5 IP Rights. Accudyne 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 the Customer Portal 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 Accudyne.

5. SECURITY

5.1 Security Protections. The Customer Portal’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 Customer Portal is through a secure communication protocol provided by Accudyne.

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 Customer Portal. Accudyne does not guarantee or warrant that any content you input or access through the Customer Portal will not be subject to inadvertent damage, corruption, or loss.

6. MODIFICATIONS

All content contained herein is subject to change without notice. Accudyne 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 Customer Portal. Accudyne will update the static Terms of Use tab on the Customer Portal 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 the Customer Portal. Accudyne may terminate, change, suspend or discontinue any aspect of the site, including the availability of any features of the site, at any time. Accudyne 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 the Customer Portal are estimates based on the data entered by you into the Customer Portal. 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. ACCUDYNE OBJECTS TO ANY DIFFERENT OR ADDITIONAL TERMS. ACCUDYNE RESERVES THER RIGHT TO CHANGE THE TERMS AND CONDTIONS AT ANY TIME WITHOUT NOTIFICATION.

8. TERMINATION

8.1 Accudyne’s Right to Terminate. Accudyne 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 Accudyne, its customers, its systems, or its data at risk in any manner. Accudyne may provide you with a 10-day period to cure any alleged violations but has no obligation to allow you access to the Customer Portal 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 Accudyne may terminate your access to the Customer Portal.

8.2 Effect of Termination. Upon termination, Accudyne will disable your username and password. You must not attempt to access or use the Customer Portal or represent in any form that you have access to the Customer Portal.

9. ASSIGNMENT AND SUCCESSORS

Accudyne 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 Accudyne’ prior written consent, and any purported assignment by you without Accudyne’ 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.

9. NOTICES

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

10.NO WARRANTIES

THE CUSTOMER PORTAL AND ITS CONTENTS ARE PROVIDED “AS IS” AND “WHERE IS”, WITHOUT ANY WARRANTIES OF ANY KIND. ACCUDYNE DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS, OR REPRESENTATIONS OF ANY KIND WITH RESPECT TO THE CUSOTMER PORTAL 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. ACCUDYNE DOES NOT GUARANTEE OR WARRANT THE COMPLETENESS, ACCURACY, SUITABILITY, QUALITY, OR CURRENCY OF THE CUSOTMER PORTAL OR THAT YOUR USE OF THE CUSOTMER PORTAL WILL BE UNINTERRUPTED OR FREE FROM HACKING ATTACKS, VIRUSES, OR OTHER MALFUNCTIONS. USE OF THE CUSOTMER PORTAL IS AT YOUR OWN DISCRETION AND YOUR SOLE RISK. ACCUDYNE makes no representation or warrantY whatsoever with respect to the compatibility of THE CUSOTMER PORTAL or any future releases with any computer hardware or software, nor does ACCUDYNE represent or warrant the continuity of the features provided by or through THE CUSOTMER PORTAL between various releases.

11. LIMITATION OF LIABILITY

IN NO EVENT WILL ACCUDYNE 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 CUSOTMER PORTAL. IN NO EVENT WILL ACCUDYNE’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING UNDER THE CUSOTMER PORTAL 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.

ACCUDYNE HAS NO LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY ERRORS OR INACCURACIES IN THE CUSOTMER PORTAL 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 CUSOTMER PORTAL, INCLUDING WITHOUT LIMITATION, COSTS INCURRED FOR THE USE OF OR ANY DAMAGE TO YOUR COMPUTERS, EQUIPMENT, DEVICE, PERIPHERALS, SOFTWARE, DATA, OR INFORMATION.

12. International Users and Jurisdiction. This site is maintained and controlled by Accudyne in the State of Illinois United States of America. Accudyne 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.

13. 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

EXHIBIT A

THIRD-PARTY CONTENT PROVIDERS PASS-THROUGH TERMS

These pass-through terms are applicable only to the Accudyne solution that contains the specific third-party content. If you do not agree to the terms and conditions contained in this Exhibit A, then you will not be able to access any content available under the Customer Portal, and you should contact your Accudyne representative for a refund if you have paid any prepaid fees.

AUTHORIZATION

By accessing the Customer Portal you represent and warrant that you have the requisite organizational authority and full power to accept the Terms of Use and the third-party content provider’s pass-through terms set forth in Exhibit A.

Version Release: 2018.05.03