Terms of Service
Last Edited: 2018-04-01
SECTION A: ORDER FORM
A separate document specifying the Services ordered and other order-specific terms that take precedence over any conflicting terms in Section B.
SECTION B: GENERAL TERMS OF SERVICE
The Service includes a cloud based software app, Sand Connector, which integrates with other applications in order to help you manage your company’s finances accurately and efficiently. As an example, it provides seamless data integration between Concur Expense (“Concur”) and Deltek Costpoint (“Deltek”), giving you end-to-end visibility of all of your spending in a timely, near real-time environment.
Sand Solutions reserves the right, in its sole discretion, to charge a fee for the Service, or any portion thereof, in which case your use of the Service, or the applicable portion thereof, will be conditioned upon payment terms governed by a separate agreement between the parties.
Use of the Service
- violate, or encourage the violation of, the legal rights of others, including without limitation, infringing or misappropriating the intellectual property rights of others in violation of the Digital Millennium Copyright Act;
- engage in, promote, or encourage illegal activity;
- use the Service for any unlawful, invasive, infringing, defamatory, or fraudulent purpose;
- intentionally distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature;
- interfere with any other party’s use of the Service or the software or equipment used to provide the Service;
- disable, interfere with, or circumvent any aspect of the Service;
- generate, distribute, publish, or facilitate unsolicited mass email, promotions, advertisings, or other solicitations (“spam”);
- use the Service, or any interfaces provided with the Service, to access any other Sand Solutions product or service; or
- violate any rules, codes of conduct or other guidelines which may be applicable for the Service or any part thereof.
Notwithstanding the foregoing, you acknowledge and agree that we have no obligation to monitor the Service to ensure compliance with these Terms. Furthermore, unless we otherwise expressly agree in writing, we reserve the right to terminate your access to the Service or any part thereof, or any license granted hereunder, at any time without notice for any reason whatsoever. We also reserve the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process, or governmental request.
The parties will comply with all U.S. export control laws and regulations. The information that the parties may wish to disclose pursuant to this Agreement may be subject to the provisions of the Export Administration Act of 1979 and the Export Administration Regulations promulgated there under, the Arms Export Control Act, and the International Traffic in Arms Regulations, and the sanctions laws administered by the Office of Foreign Assets Control. The parties acknowledge that these statutes and regulations impose restrictions on import, export and transfer to third countries of certain categories of data, and that licenses from the U.S. Department of State and/or the U.S. Department of Commerce may be required before such data can be disclosed hereunder, and that such licenses may impose further restrictions on use and further disclosure of such data. Moreover, a receiving party shall not enable or allow a foreign entity or national to receive export-controlled information without notifying the disclosing party and receiving written authorization from the disclosing party which shall only be granted if all exporting regulations requirements have been met. Notwithstanding anything contained herein to the contrary, the Company makes no representations or warranties with respect to the use of the Service outside of the United States.
License; Intellectual Property
Subject to your strict compliance with all of these Terms, and any other agreements or policies referenced herein or made a part hereof, we grant to you a limited, revocable, personal, non-exclusive, non-transferable, non-sublicensable license to use the Service, including certain applets, plugins, and other code that we may, from time to time offer the ability for you to download and install on your equipment (collectively, the “Licensed Property”) solely for your non-commercial personal or internal business use and not for resale or further distribution.
Notwithstanding the license granted above, the Service and the Licensed Property, and all software, content, features, functionality and intellectual property contained therein or related thereto, are and will remain the exclusive property of Sand Solutions and/or its licensors, as applicable. The Service and the Licensed Property are protected by copyright, trademark, and other laws of both the United States and foreign countries and may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any unauthorized commercial purpose without the express prior written consent of Sand Solutions in each instance. Furthermore, our trademarks and other intellectual property may not be used in connection with any product or service without the express prior written consent of Sand Solutions in each instance.
You may not, nor permit or authorize any third parties to: (i) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer, or create derivative works of the Service or the Licensed Property; (ii) rent, lease, or sublicense access to the Service or the Licensed Property; or (iii) circumvent or disable any security or technological features or measures of the Service or the Licensed Property.
Third Party Services
The Service connects other third party software and/or services that are not owned or controlled by Sand Solutions. Sand Solutions has no control over, and assumes no responsibility for, the software, services, websites, privacy policies, or other content or services of any third parties. You further acknowledge and agree that Sand Solutions shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such third party software, services, websites, privacy policies, or other content or services of any kind whatsoever. We strongly advise you to read the terms and conditions and privacy policies of any third parties that you have contact with through the Service.
In order to use the Service, you will be required to obtain and maintain appropriate licenses with third party providers of software, including Deltek and Concur. By using the Service, you hereby represent and warrant that you have obtained the appropriate and valid licenses required by such third party software providers (the “Requisite Third Party Licenses”).
Your use of the Service and/or the Licensed Property is at your sole risk. The Service and the Licensed Property are provided on an “AS IS” and “AS AVAILABLE” basis. The Service and the Licensed Property are provided without warranties of any kind, whether express or implied, including but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.
Sand Solutions and its subsidiaries, affiliates, and licensors, if any, do not warrant that: (i) the Service, the Licensed Property, or any of the third party software or services that the Service connects to will be available at any particular time or location or that such will function uninterrupted or securely; (ii) any errors or defects in the Service, the Licensed Property, or any of the third party software or services that the Service connects to will be corrected; (iii) the Service, the Licensed Property, or any of the third party software or services that the Service connects to will be free of viruses or other harmful components; or (iv) the results of using the Service, the Licensed Property, or any of the third party software or services that the Service connects to will meet your specific needs or requirements.
Limitation of Liability
In no event shall Sand Solutions, or its directors, officers, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from: (i) your access to or use of or inability to access or use the Service or the Licensed Property; (ii) any conduct or content of any third party on the Service or the Licensed Property; (iii) any content obtained from the Service or the Licensed Property; (iv) any unauthorized access, use or alteration of your software, transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose; (v) any failure to obtain, maintain or possess Requisite Third Party Licenses; or (vi) any issues, damages or liability caused by any of the third party software or services that the Service connects, including without limitation, Deltek’s or Concur’s software or services, or any changes, actions, events, failures or other issues of any kind related thereto or caused thereby.
THE TOTAL CUMULATIVE LIABILITY OF SAND SOLUTIONS IN CONNECTION WITH THESE TERMS, WHETHER IN CONTRACT, TORT OR OTHERWISE, WILL NOT EXCEED US $500.
You agree to defend, indemnify and hold harmless Sand Solutions and its licensees and licensors, and their respective directors, officers, employees, partners, agents, suppliers, and affiliates, as applicable, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees), resulting from or arising out of: (i) your use and access of the Service, the Licensed Property, and any third party software or service utilized in connection with the Service, (ii) your violation of any laws or any infringement by you, or any third party using your account or acting on your behalf, of any intellectual property, property, privacy, or other right of any person or entity; (iii) any breach of these Terms; or (iv) any intentional misconduct or negligence by you in using the Service, the Licensed Property, or any third party software or service utilized in connection with the Service.
Some states and jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so some of the limitations above may not apply to you.
We may terminate or suspend access to the Service, or any portion thereof, or any license granted hereunder, immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms.
In the event that you provide Sand Solutions with any feedback regarding the Service or the Licensed Property, including without limitation, any flaws, errors, bugs, anomalies, problems with and/or suggestions for the Service, the Licensed Property, or any of Sand Solutions’ other software or intellectual property (collectively, “Feedback”), you hereby assign to Sand Solutions all rights in the Feedback, including but not limited to, the right to use such Feedback and related information in any manner we deem appropriate.
All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, the following sections: Intellectual Property, Disclaimers, Limitation of Liability, Indemnification, and Miscellaneous.
D. Governing Law
These Terms shall be governed and construed in accordance with the laws of New York, United States, without regard to its conflict of law provisions. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding the Service, and supersede and replace any prior agreements we might have between us regarding the Service.
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If the revision(s), at our sole discretion, is considered a material change we may attempt to notify you by posting an announcement on the Website. What constitutes a material change will be determined at our sole discretion. By continuing to access or use the Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you must stop using the Service.
F. Contact Us
If you have any questions about these Terms, please contact us at email@example.com.