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Terms of Service

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY CLICKING “ACCEPTED AND AGREED TO,” CUSTOMER AGREES TO THESE TERMS AND CONDITIONS.

These Terms of Service constitute an agreement (this “Agreement”) between Patronix LLC, an Ohio company, (“Sunroom”) and the corporation, LLC, partnership, sole proprietorship, or other business entity or individual executing this Agreement (“Customer”). This Agreement is effective as of the date Customer clicks “Accepted and Agreed To” (the “Effective Date”). Customer’s use of and Vendor’s provision of Vendor’s System (as defined below in Section 1.6) are governed by this Agreement.

EACH PARTY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS, AND THAT THE PERSON SIGNING ON ITS BEHALF HAS BEEN AUTHORIZED TO DO SO. THE PERSON EXECUTING THIS AGREEMENT ON CUSTOMER’S BEHALF REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO BIND CUSTOMER TO THESE TERMS AND CONDITIONS.

1. DEFINITIONS. The following capitalized terms have the following meanings:

  • 1.1. “AUP” means Sunroom’s acceptable use policy currently posted at https://www.sunroomtools.com/Policy/AcceptableUse.
  • 1.2. “Customer Data” means data in electronic form input or collected through the System by or from Customer, including without limitation by Customer’s Users.
  • 1.3. “Documentation” means Sunroom's standard manual related to use of the System.
  • 1.4. “Order” means an order for access to the System.
  • 1.5. “Privacy Policy” means Sunroom’s privacy policy, currently posted at https://www.sunroomtools.com/Policy/Privacy.
  • 1.6. “System” means Sunroom’s software and internet infrastructure.
  • 1.7. “SA” means Sunroom’s standard Subscription agreement, currently posted at https://www.sunroomtools.com/Policy/Subscription.
  • 1.8. “Term” is defined in Section 11.1 below.
  • 1.9. “User” means any individual who uses the System on Customer’s behalf or through Customer’s account or passwords, whether authorized or not.

2. THE SYSTEM.

  • 2.1. Use of the System. During the Term, Customer may access and use the System pursuant to: (a) the terms of Subscription, including such features and functions as the Subscription requires; and (b) Sunroom’s policies posted on its Website at https://www.sunroomtools.com/Policy/Subscription, as such policies may be updated from time to time.
  • 2.2. Service Levels. Sunroom will provide the remedies listed in the SA for any failure of the System listed in the SA. Such remedies are Customer’s sole remedy for any failure of the System, and Customer recognizes and agrees that if the SA does not list a remedy for a given failure, it has no remedy. Credits issued pursuant to the SA apply to outstanding or future invoices only and are forfeit upon termination of this Agreement. Sunroom is not required to issue refunds or to make payments against such credits under any circumstances, including without limitation after termination of this Agreement.
  • 2.3. Documentation. Customer may reproduce and use the Documentation solely as necessary to support Users’ use of the System.
  • 2.4. System Revisions. Sunroom may revise System features and functions or the SA at any time, including without limitation by removing such features and functions or reducing service levels. If any such revision to the System materially reduces features or functionality provided pursuant to an Order, Customer may within 30 days of notice of the revision terminate such Order, without cause, or terminate this Agreement without cause if such Order is the only one outstanding. If any such revision to the SA materially reduces service levels provided pursuant to an outstanding Order, the revisions will not go into effect with respect to such Order until the start of the Term beginning 45 or more days after Sunroom posts the revision and so informs Customer.

3. SYSTEM FEES. Customer will pay Sunroom the fee set forth in the SA (“Subscription Fee”) for each Term.

  • 3.1. Subscriptions will renew monthly. Users may cancel at any time. Upon cancellation, Users will retain access for the remainder of the then current Term. At the end of the Term, Users will not be able to access the System without re-subscribing. Sunroom will not provide refunds for unused portions of a term.

4. CUSTOMER DATA & PRIVACY.

  • 4.1. Use of Customer Data. Unless it receives Customer’s prior written consent, Sunroom: (a) will not access, process, or otherwise use Customer Data other than as necessary to facilitate the System; and (b) will not intentionally grant any third-party access to Customer Data, except subcontractors that are subject to a reasonable nondisclosure agreement. Notwithstanding the foregoing, Sunroom may disclose Customer Data as required by applicable law or by proper legal or governmental authority. Sunroom will give Customer prompt notice of any such legal or governmental demand and reasonably cooperate with Customer in any effort to seek a protective order or otherwise to contest such required disclosure, at Customer’s expense.
  • 4.2. Privacy Policy. The Privacy Policy applies only to the System and does not apply to any third-party website or service linked to the System or recommended or referred to through the System or by Sunroom’s staff.
  • 4.3. Risk of Exposure. Customer recognizes and agrees that hosting data online involves risks of unauthorized disclosure or exposure and that, in accessing and using the System, Customer assumes such risks. Sunroom offers no representation, warranty, or guarantee that Customer Data will not be exposed or disclosed through errors or the actions of third parties.
  • 4.4. Data Accuracy. Sunroom will have no responsibility or liability for the accuracy of data uploaded to the System by Customer, including without limitation Customer Data and any other data uploaded by Users, including construction issues such as inconsistencies preventing proper window fit and invalid measurements used for calculation.
  • 4.5. Data Deletion. Sunroom may permanently erase Customer Data if Customer’s account is delinquent, suspended, or terminated for 30 days or more.
  • 4.6. Excluded Data. Customer represents and warrants that Customer Data does not and will not include, and Customer has not and will not upload or transmit to Sunroom's computers or other media, any data (“Excluded Data”) whose transmission would violate Federal or State Law. (the "Excluded Data Laws"). CUSTOMER RECOGNIZES AND AGREES THAT: (a) SUNROOM HAS NO LIABILITY FOR ANY FAILURE TO PROVIDE PROTECTIONS SET FORTH IN THE EXCLUDED DATA LAWS OR OTHERWISE TO PROTECT EXCLUDED DATA; AND (b) SUNROOM’S SYSTEMS ARE NOT INTENDED FOR MANAGEMENT OR PROTECTION OF EXCLUDED DATA AND MAY NOT PROVIDE ADEQUATE OR LEGALLY REQUIRED SECURITY FOR EXCLUDED DATA.
  • 4.7. Aggregate & Anonymized Data. Notwithstanding the provisions above of this Article 4, Sunroom may use, reproduce, sell, publicize, or otherwise exploit Aggregate Data in any way, in its sole discretion. (“Aggregate Data” refers to Customer Data with the following removed: personally identifiable information and the names and addresses of Customer and any of its Users or customers.)

5. CUSTOMER’S RESPONSIBILITIES & RESTRICTIONS.

  • 5.1. Acceptable Use. Customer will comply with the AUP. Customer will not: (a) allow third parties to exploit the System; (b) provide System passwords or other log-in information to any third party; (c) share non-public System features or content with any third party; or (d) access the System in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the System, or to copy any ideas, features, functions or graphics of the System. In the event that it suspects any breach of the requirements of this Section 5.1, including without limitation by Users, Sunroom may suspend Customer’s access to the System without advanced notice, in addition to such other remedies as Sunroom may have. Neither this Agreement nor the AUP requires that Sunroom take any action against Customer or any User or other third party for violating the AUP, this Section 5.1, or this Agreement, but Sunroom is free to take any such action it sees fit.
  • 5.2. Unauthorized Access. Customer will take reasonable steps to prevent unauthorized access to the System, including without limitation by protecting its passwords and other log-in information. Customer will notify Sunroom immediately of any known or suspected unauthorized use of the System or breach of its security and will use best efforts to stop said breach.
  • 5.3. Compliance with Laws. In its use of the System, Customer will comply with all applicable laws, including without limitation laws governing the protection of personally identifiable information and other laws applicable to the protection of Customer Data.
  • 5.4. Users & System Access. Customer is responsible and liable for: (a) Users’ use of the System, including without limitation unauthorized User conduct and any User conduct that would violate the AUP or the requirements of this Agreement applicable to Customer; and (b) any use of the System through Customer’s account, whether authorized or unauthorized.

6. IP & FEEDBACK.

  • 6.1. IP Rights to the System. Sunroom retains all right, title, and interest in and to the System, including without limitation all software used to provide the System and all graphics, user interfaces, logos, and trademarks reproduced through the System. This Agreement does not grant Customer any intellectual property license or rights in or to the System or any of its components. Customer recognizes that the System and its components are protected by copyright and other laws.
  • 6.2. Feedback. Sunroom has not agreed to and does not agree to treat as confidential any Feedback (as defined below) Customer or Users provide to Sunroom, and nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict Sunroom’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Customer or the User in question. Notwithstanding the provisions of Article 7 below, Feedback will not be considered Confidential Information, provided information Customer transmits with Feedback or related to Feedback may be considered Confidential Information. (“Feedback” refers to any suggestion or idea for improving or otherwise modifying any of Sunroom’s products or services.)

7. CONFIDENTIAL INFORMATION. “Confidential Information” refers to the following items Sunroom discloses to Customer: (a) any document Sunroom marks “Confidential”; (b) any information Sunroom orally designates as “Confidential” at the time of disclosure, provided Sunroom confirms such designation in writing within 5 business days; (c) the Documentation, whether or not marked or designated confidential; and (d) any other nonpublic, sensitive information Customer should reasonably consider a trade secret or otherwise confidential. Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in Customer’s possession at the time of disclosure; (ii) is independently developed by Customer without use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of Customer’s improper action or inaction; or (iv) is approved for release in writing by Customer. Customer is on notice that the Confidential Information may include Sunroom’s valuable trade secrets.

  • 7.1. Nondisclosure. Customer will not use Confidential Information for any purpose other than those intended for the Service (the “Purpose”). Customer: (a) will not disclose Confidential Information to any employee or contractor of Customer unless such person needs access in order to facilitate the Purpose and executes a nondisclosure agreement with Customer with terms no less restrictive than those of this Article 7; and (b) will not disclose Confidential Information to any other third party without Sunroom’s prior written consent. Without limiting the generality of the foregoing, Customer will protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. Customer will promptly notify Sunroom of any misuse or misappropriation of Confidential Information that comes to Customer’s attention. Notwithstanding the foregoing, Customer may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. Customer will give Sunroom prompt notice of any such legal or governmental demand and reasonably cooperate with Sunroom in any effort to seek a protective order or otherwise to contest such required disclosure, at Sunroom’s expense.
  • 7.2. Injunction. Customer agrees that breach of this Article 7 would cause Sunroom irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, Sunroom will be entitled to injunctive relief against such breach or threatened breach, without proving actual damage or posting a bond or other security.
  • 7.3. Termination. Confidential Information constituting Sunroom’s trade secrets will continue so long as such information remains subject to trade secret protection pursuant to applicable law.
  • 7.4. Retention of Rights. This Agreement does not transfer ownership of Confidential Information or grant a license thereto. Sunroom will retain all right, title, and interest in and to all Confidential Information.
  • 7.5. Exception & Immunity. Pursuant to the Defend Trade Secrets Act of 2016, 18 USC Section 1833(b), Recipient is on notice and acknowledges that, notwithstanding the foregoing or any other provision of this Agreement: (a) Immunity. An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that- (A) is made- (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. (b) Use of Trade Secret Information in Anti-Retaliation Lawsuit. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual- (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.

8. REPRESENTATIONS & WARRANTIES.

  • 8.1. From Sunroom. Sunroom represents and warrants that it is the owner of the System and of each and every component thereof, or the recipient of a valid license thereto, and that it has and will maintain the full power and authority to grant the rights granted in this Agreement without the further consent of any third party. Sunroom’s representations and warranties in the preceding sentence do not apply to use of the System in combination with hardware or software not provided by Sunroom. In the event of a breach of the warranty in this Section 8.1, Sunroom, at its own expense, will promptly take the following actions: (a) secure for Customer the right to continue using the System; (b) replace or modify the System to make it noninfringing; or (c) terminate the infringing features of the Service and refund to Customer any prepaid fees for such features, in proportion to the portion of the Term left after such termination. In conjunction with Customer’s right to terminate for breach where applicable, the preceding sentence states Sunroom’s sole obligation and liability, and Customer’s sole remedy, for breach of the warranty in this Section 8.1 and for potential or actual intellectual property infringement by the System.
  • 8.2. From Customer. Customer represents and warrants that: (a) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement; (b) it has accurately identified itself and it has not provided any inaccurate information about itself to or through the System; and (c) it is a corporation, the sole proprietorship of an individual 18 years or older, or another entity authorized to do business pursuant to applicable law.
  • 8.3. Warranty Disclaimers. Except to the extent set forth in the SA and in Section 8.1 above, CUSTOMER ACCEPTS THE SYSTEM “AS IS” AND AS AVAILABLE, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (a) SUNROOM HAS NO OBLIGATION TO INDEMNIFY OR DEFEND CUSTOMER OR USERS AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY; (b) SUNROOM DOES NOT REPRESENT OR WARRANT THAT THE SYSTEM WILL PERFORM WITHOUT INTERRUPTION OR ERROR; AND (c) SUNROOM DOES NOT REPRESENT OR WARRANT THAT THE SYSTEM IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT CUSTOMER DATA WILL REMAIN PRIVATE OR SECURE.

9. INDEMNIFICATION. Customer will defend, indemnify, and hold harmless Sunroom and the Sunroom Associates (as defined below) against any “Indemnified Claim,” meaning any third party claim, suit, or proceeding arising out of or related to Customer's alleged or actual use of, misuse of, or failure to use the System, including without limitation: (a) claims by Users or by Customer's employees, as well as by Customer’s own customers; (b) claims related to unauthorized disclosure or exposure of personally identifiable information or other private information, including Customer Data; (c) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos or other content uploaded to the System through Customer’s account, including without limitation by Customer Data; and (d) claims that use of the System through Customer’s account harasses, defames, or defrauds a third party or violates the CAN-Spam Act of 2003 or any other law or restriction on electronic advertising. Indemnified Claims include, without limitation, claims arising out of or related to Sunroom’s negligence. Customer’s obligations set forth in this Article 9 include retention and payment of attorneys and payment of court costs, as well as settlement at Customer’s expense and payment of judgments. Sunroom will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations. (The “Sunroom Associates” are Sunroom’s officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns.)

10. LIMITATION OF LIABILITY.

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT WILL SUNROOM, ITS AFFILIATES, BUSINESS PARTNERS, LICENSORS OR SERVICE PROVIDERS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, RELIANCE, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OR CORRUPTION OF DATA OR PROGRAMS, SERVICE INTERRUPTIONS AND PROCUREMENT OF SUBSTITUTE SERVICES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, SUNROOMS LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO THE COMPANY FOR THE USE OF THE SYSTEM DURING THE TERM. YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE SERVICES OR THE TERMS OF THIS AGREEMENT MUST BE FILED WITHIN ONE YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.

11. Term & Termination.

  • 11.1. Term. The term of this Agreement (the “Term”) will commence on the Effective Date and continue for one calendar month. Thereafter, the Term will renew until canceled by customer.
  • 11.2. Termination for Cause. Either party may terminate this Agreement for the other’s material breach by written notice.
  • 11.3. Effects of Termination. Upon termination of this Agreement, Customer will cease all use of the System and delete, destroy, or return all copies of the Documentation in its possession or control. The following provisions will survive termination or expiration of this Agreement: (a) any obligation of Customer to pay fees incurred before termination; (b) Articles and Sections 6 (IP & Feedback), 7 (Confidential Information), 8.3 (Warranty Disclaimers), 9 (Indemnification), and 10 (Limitation of Liability); and (c) any other provision that must survive to fulfill its essential purpose.

12. MISCELLANEOUS.

  • 12.1. Notices. Sunroom may send notices pursuant to this Agreement to Customer’s email contact points provided by Customer, and such notices will be deemed received 24 hours after they are sent. Customer may send notices pursuant to this Agreement to support@sunroomtools.com, and such notices will be deemed received 72 hours after they are sent.
  • 12.2. Force Majeure. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, or other causes beyond the performing party’s reasonable control.
  • 12.3. Assignment & Successors. Customer may not assign this Agreement or any of its rights or obligations hereunder without Sunroom’s express written consent. Except to the extent forbidden in this Section 12.3, this Agreement will be binding upon and inure to the benefit of the parties’ respective successors and assigns.
  • 12.4. Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. Should a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
  • 12.5. No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.
  • 12.6. Choice of Law & Jurisdiction. This Agreement and all claims arising out of or related to this Agreement will be governed solely by the internal laws of the State of Ohio, including without limitation applicable federal law, without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties’ rights or duties; (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (c) other international laws. The parties consent to the personal and exclusive jurisdiction of the federal and state courts of Cleveland, Ohio. This Section 12.6 governs all claims arising out of or related to this Agreement, including without limitation or claims.
  • 12.7. Conflicts. In the event of any conflict between this Agreement and any Sunroom policy posted online, including without limitation the AUP or Privacy Policy, the terms of this Agreement will govern.
  • 12.8. Construction. The parties agree that the terms of this Agreement result from negotiations between them. This Agreement will not be construed in favor of or against either party by reason of authorship.
  • 12.9. Technology Export. Customer will not: (a) permit any third party to access or use the System in violation of any U.S. law or regulation; or (b) export any software provided by Sunroom or otherwise remove it from the United States except in compliance with all applicable U.S. laws and regulations. Without limiting the generality of the foregoing, Customer will not permit any third party to access or use the System in, or export such software to, a country subject to a United States embargo (as of the Effective Date, Cuba, Iran, North Korea, Sudan, and Syria).
  • 12.10. Entire Agreement. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.
  • 12.11. Amendment. Sunroom may amend this Agreement from time to time by posting an amended version at its Website and sending Customer written notice thereof. Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives Sunroom written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue under its original provisions, and the amendment will become effective at the start of Customer’s next Term following the Proposed Amendment Date (unless Customer first terminates this Agreement pursuant to Article 11, Term & Termination). Customer’s continued use of the Service following the effective date of an amendment will confirm Customer’s consent thereto. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party. Notwithstanding the foregoing provisions of this Section 12.11, Sunroom may revise the Privacy Policy and Acceptable Use Policy at any time by posting a new version of either at the Website, and such new version will become effective on the date it is posted.
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