Pan-Oston Company
Order Configurator User Terms and Conditions of Use
  
August 2009

The following sets out the terms and conditions of use of your Free User account. By using the Order Configurator Free User account to develop quotes and place orders you agree to be bound by these terms and conditions.
1. Use of the Free User account
As a condition of Pan-Oston permitting you to use your Free User account, you agree as follows:

  • To promptly provide Pan-Oston with such information (including personal information) as they may request for the purposes of creating, facilitating the creation of and maintaining your User account and to ensure that such information is true and accurate and up to date in all respects at the time it is provided and for the duration of your User account
  • To keep the username and password required to operate your User account confidential at all times and not permit any third party to use the same for any purpose whatsoever. This single-user account means that YOU are the only person authorized to use this software with your username and password and that you are not permitted to allow people access to this program using your user name and password
  • To use the User account solely for the purpose for which it was issued by Pan-Oston while you are employed by an authorized distributor
  • These terms and conditions are effective until they are terminated by you or Pan-Oston
  • Pan-Oston, at their sole discretion may suspend, restrict, impose conditions of use to and/or cancel your Free User account without notice, for any reason whatsoever, if you fail to comply with any material term or provision hereof or if Pan-Oston believes that you, by your conduct, have violated any applicable law or are acting contrary to the interests of Pan-Oston and/or its affiliates.
  • You may terminate this Agreement at any time by contacting Pan-Oston customer support to disable your account ID.

2. Intellectual Property
All Intellectual Property Rights in the software, design, text, logos, graphics and other material on or used in conjunction with our site/software and the selection and arrangement thereof is the property of Pan-Oston. Any and all Intellectual Property Rights created, developed or arising directly or indirectly out of the performance of the Services including without limit those created as a result of any amendment or upgrade to the Software or subsisting in any materials provided by us in the performance of the Services shall vest in us and remain at all times our property.
United States copyright law and international treaty provisions protect this software. End User agrees that Pan-Oston is the sole and exclusive owner of all rights in the Product. End User must treat the Product as any other copyrighted and legally protected material. All rights in the Product not expressly granted herein are reserved by Pan-Oston.

You do not own, nor will you acquire, any interest in the Intellectual Property Rights in the Software or the Services, whether under these terms and conditions or otherwise.

3. Our Liability
Your Free User account has been created pursuant to our obligations to your Organization or other third parties for the provision of certain quote and order management services. We do not charge you for the provision of the Services and, save for the provisions of these terms and conditions, have no contractual relationship with you in relation thereto, nor do we owe you any duty of care in connection with the use of your User account. 

We exclude all warranties whatsoever to the fullest extent permitted by law in relation to the operation of the Software and your User account and the provision of the Services. For the avoidance of doubt we provide no warranty that the Services will be uninterrupted or error free.

In view of the nature of our relationship described above, we are unable to accept and hereby exclude any and all liability (whether arising in contract, tort or otherwise and whether or not due to our negligence) which we may otherwise have to you relating to or in connection with the provision of the Services or your use of our site including without limit liability as a result of the unavailability of the Software, the Services or your User account, any technical, factual, textual or typographical inaccuracies, errors or omissions on or relating to our site or any information on our site, or any misrepresentation on or relating to our site (other than a fraudulent misrepresentation made by us or on our behalf).

We do not accept any liability in respect of the operation of any software other than the Software that is used (whether on its own or in conjunction with the Software) to develop quotes/orders.

None of the exclusions or limitations in these conditions shall exclude or restrict our liability for death or personal injury caused by our negligence, seek to exclude liability for any fraudulent misrepresentation made by us or shall affect any statutory rights which are not capable of being excluded.

4. Changes to these conditions
We reserve the right at any time without notice to revise these conditions. Any changes to these conditions will be communicated to you via email to your username/email address and be posted on our site and by continuing to use your C-Flex Order Configurator Free User Account and/or our site following any such notification you will signify that you agree to be bound by the revised terms and conditions of use. 

5. Personal Data
You agree that we may collect, store, and use information about you in accordance with our privacy policy. You acknowledge and agree to be bound by the terms of our Privacy Policy (available at http://www.panoston.com/privacypolicy.html).   

6. General
You may not assign or otherwise dispose of any rights you may have (if any) under these terms and conditions. These terms and conditions (and any dispute, proceedings or claim of whatever nature arising out of or in any way relating to them or their formation) shall be governed by internal laws of the State of Kentucky, without regard to its principles of conflicts of law.
You agree to indemnify, defend, and hold harmless Pan-Oston and its affiliates from and against any and all claims, liabilities, losses, costs, or damages of any kind (including but not limited to attorneys' fees) arising from or relating to: (i) your use of this Web site/software; (ii) your breach of this Free User Agreement.

7. Terms used in the conditions
In these conditions the following words and phrases shall have the following meanings:

“Order Configurator” means the quote/order management system developed and owned by Pan-Oston

“Intellectual Property Rights” means copyright, moral rights, patents, trademarks, trade names, service marks, design rights, database rights, rights in undisclosed or confidential information (including, without limit, know-how, trade secrets and inventions whether patentable or not) and other similar intellectual property rights and other rights in the nature of intellectual property (whether or not registered or capable of registration) and all applications for the same anywhere in the world

“Licensed Materials” means the Software and the user and product documentation published by Pan-Oston relating thereto from time to time

 “Organization” means the institution, organization, company, firm or other entity of which you are an officer, employee, or otherwise affiliated or connected to which has the right to distribute products

“Our site” means our presence on the Internet

“The Services” means the provision by Pan-Oston of your User account and access to the Order Configurator software for the purpose of preparing a quote/order

“The Software” means Order Configurator

“User account” means the Pan-Oston user account allocated to you for the purposes of enabling you to use the Software to develop quotes and/or purchase products from Pan-Oston in accordance with these conditions

“You” and ‘your’ means the individual to whom a User account has been allocated

8. Entire Agreement
This Agreement shall constitute the entire agreement between you and Pan-Oston regarding the subject matter hereof, and shall supersede any and all prior negotiations, representations, warranties, undertakings, or agreements, written or oral, between the parties regarding such subject matter.

9. Acknowledgement
Use of the software and services affirms that End User has read this Agreement, understands it, and agrees to be bound by its contents.

THIS FREE USER AGREEMENT WAS LAST UPDATED ON August 25, 2009.

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