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Daikin Applied Electronic Media Agreement
Terms and Conditions of Use, Privacy Statement
And Conditional License

Welcome! Whether you are visiting Daikin Applied.com, or a professional usingMcQuayBiz.com or McQuayTools™ software applications, Daikin Applied ("Daikin") wants you to know the "rules of the road" for your use. We will refer to DaikinMcQuay.com and McQuayBiz.com individually and together as "Web sites." Web sites and software, individually and together, are referred to as "Daikin Electronic Media."

Please read this Agreement carefully before accessing or using Daikin Electronic Media. By accessing or using Daikin Electronic Media, you agree to be bound by this Agreement. If you do not agree to be bound by this Agreement, you may not use Daikin Electronic Media. Your use of Daikin Electronic Media shall also be subject to the terms and conditions of any separate contractual agreement between you (and/or your employer) and Daikin .

Terms and Conditions of Use

Daikin may modify these terms and conditions of use at any time, in its sole discretion, and such modifications shall be effective immediately upon posting. You agree to review this Agreement periodically to be aware of such modifications. You further agree that your continued access or use of Daikin Electronic Media shall be deemed your conclusive acceptance of the modified Agreement. By using this Website you acknowledge that Daikin has no obligation to provide this Daikin Electronic Media and may alter or end this Daikin Electronic Media at any time, in its sole discretion.

1. Participation
Your participation in on-line communications is not edited, censored, or otherwise controlled by Daikin. Daikin does not and cannot screen content provided by users. Nevertheless, Daikin reserves the right to monitor content on Daikin Electronic Media and to remove content which Daikin, in its sole discretion, determines to be harmful, offensive, illegal, or in violation of these Terms and Conditions of Use. The following rules shall apply:
  • A. You must use your real name in all online communications.
  • B. You may not post or transmit any material which Daikin in its sole discretion deems indecent, obscene, pornographic, defamatory, threatening, abusive, offensive and/or harmful, which discloses private or personal information concerning any person, any material which would violate the property rights of others including, without limitation, copyrighted text, images, audio files, or programs, trade secrets, or other confidential or proprietary information, nor use trademarks or Daikin Electronic Media marks in an infringing manner.
  • C. You may not interfere with others' use of Daikin Electronic Media.
  • D. You may not post or transmit any destructive programming or files, including without limitation code or files containing viruses, Trojan horses, or worms.
  • E. You may establish hyperlinks to our Home Page for your own use, but may not link to other pages within our site. You may not create any link to our Website for any commercial purpose, nor use any other technology, such as framing, which suggests to others that our Website is provided or sponsored by anyone other than Daikin.
  • F. You may not post or transmit any charity requests, petitions, chain letters or messages pertaining to multi-level marketing or pyramid schemes, advertising, promotional materials or other solicitations of others to provide or acquire goods or Daikin Electronic Media.
  • G. You may not use Daikin Electronic Media to conduct any illegal activity or to solicit any illegal activity or other activity that infringes the rights of others.
2. Trademarks.

Daikin®, AAF Air Conditioning®, McQuayServiceSM, and AAF Herman Nelson® are trademarks and service marks of Daikin. Other marks that appear on this Web site may be marks of third parties not affiliated with Daikin. Daikin makes no claim to rights in such marks. You gain no right to use any marks of Daikin or any other entity by virtue of your use of this Daikin Electronic Media. Names of products or services, images of people, places or products, information, software, scripting, text, video, graphics, music, sounds and other materials and services (collectively "Content") displayed or accessed on Daikin Electronic Media are either the property of, or used with permission by, Daikin. The use of the Content by you, or anyone else authorized by you, is strictly prohibited unless specific permission is provided elsewhere on Daikin Electronic Media. Any unauthorized use of the Content may violate U.S. and international copyright laws, trademark laws, the laws of privacy and publicity and/or communications regulations and statutes and/or treaty provisions. In addition to the rights Daikin has in the individual elements of the Content, Daikin also owns a copyright in the selection, and arrangement of the Content

All of Daikin trademarks, logos and service marks (collectively "Trademarks") displayed on Daikin Electronic Media are the registered and unregistered trademarks of Daikin Daikin Applied. Nothing contained on Daikin Electronic Media should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark displayed on Daikin Electronic Media without the prior written permission of Daikin. Your misuse of the Trademarks displayed on Daikin Electronic Media, or any other Content displayed on this Site, except as provided in these terms and conditions, is strictly prohibited.

3. Copyrights.

The entire contents of this Website and the Daikin materials accessed through this Website are copyrighted under U.S. copyright laws. You may print and download portions of material from the different areas of Daikin Electronic Media solely for your own non-commercial use subject to the other terms and conditions of use for this Daikin Electronic Media (including, without limitation, the confidentiality provisions and the provisions of your separate contractual agreements with Daikin), you may make: (a) one machine readable copy, (b) one back up copy, and (c) one print copy of any portions of material downloaded from the different areas of Daikin Electronic Media solely for your non-commercial use. Daikin does not warrant or represent that any materials on this Daikin Electronic Media will not infringe on the rights of third parties not affiliated with Daikin, and the user of any such content assumes full liability for any damages arising our of or relating to such permitted use. Any other transmission, modification, re-use, posting, copying, distribution or publication of any material is strictly prohibited without the express written consent of Daikin and of any third party who has supplied information to Daikin Electronic Media. You agree not to delete or modify any proprietary notices from materials downloaded from Daikin Electronic Media.

4. Use of Submissions

You hereby grant Daikin a non-exclusive, royalty free, paid up, perpetual, worldwide license, with the right to sublicense, reproduce, distribute, transmit, create derivative works of, publicly display and perform (in all existing or future media) any information (including without limitation ideas for new or improved products and Daikin Electronic Media) which you may submit to public areas of Daikin Electronic Media, including without limitation Bulletin Boards, forums, and news groups, or submit directly to us via email. You agree that you shall have no recourse against Daikin for any alleged or actual infringement or misappropriation of any proprietary right in your communications to us.

5. No Endorsement of Third Party Information, Products, or Daikin Electronic Media

You hereby grant Daikin a non-exclusive, royalty free, paid up, perpetual, worldwide license, with the right to sublicense, reproduce, distribute, transmit, create derivative works of, publicly display and perform (in all existing or future media) any information (including without limitation ideas for new or improved products and Daikin Electronic Media) which you may submit to public areas of Daikin Electronic Media, including without limitation Bulletin Boards, forums, and news groups, or submit directly to us via email. You agree that you shall have no recourse against Daikin for any alleged or actual infringement or misappropriation of any proprietary right in your communications to us.

6. Limited Warranty and Limitation of Remedies

You understand and agree that Daikin does not warrant that files available for download will be free of viruses, worms, Trojan horses or other destructive programming. You are responsible for implementing procedures sufficient to satisfy your needs for data back up and security. You agree that Daikin shall not be liable for any cost or damage arising directly or indirectly from any such code. You assume total responsibility and risk for your use of Daikin Electronic Media and of the Internet. Daikin does not warrant that Daikin Electronic Media will be uninterrupted or error-free or that defects in Daikin Electronic Media will be corrected. Daikin Electronic Media and any software or information made available on Daikin Electronic Media are provided on an "AS IS, AS AVAILABLE" basis. While Daikin will try to provide accurate and timely information through Daikin Electronic Media, there may be inadvertent technical or factual inaccuracies and typographical errors. Daikin does not warrant the accuracy, completeness or timeliness of the information, links, or other items provided through Daikin Electronic Media. Daikin specifically disclaims all liability for errors or omissions in, or the misuse or misinterpretation of, any information obtained through Daikin Electronic Media. You must determine for yourself the accuracy or applicability of information, advice, opinion or views, and seek professionals trained and experienced in the subject area with questions or concerns. Daikin specifically disclaims all warranties of merchantability, fitness for a particular purpose, or other express or implied warranties. Daikin disclaims all warranties, express or implied, to any third party. Daikin reserves the right to make changes and corrections to Daikin Electronic Media and/or the information provided through Daikin Electronic Media, at any time, without notice. Daikin shall not be liable for any incidental, consequential, or indirect damages arising out of the use or inability to use Daikin Electronic Media, or any information provided on Daikin Electronic Media or hyperlinks from Daikin Electronic Media, even if Daikin has been advised of the possibility of such damages, or any claim resulting from errors, omissions, or other inaccuracies in Daikin Electronic Media and/or materials or information downloaded through or hyperlinked from Daikin Electronic Media.

7. Indemnity

You agree to defend, indemnify, and hold Daikin, its officers, directors, shareholders, affiliates, agents, employees, and licensors harmless and to defend them against all claims, losses, expenses, damages and costs, including without limitation reasonable attorneys fees, resulting from any violation of this Agreement by you.

8. Governing Law; Jurisdiction and Venue; Limitation of Actions

This Agreement shall be governed and construed in accordance with the laws of the State of Minnesota applicable to agreements and performed in Minnesota, excluding any conflicts of laws statutes and the United Nations Convention on the International Sales of Goods. The laws of the United States shall apply when Minnesota State law does not. You agree that any legal action or proceeding between Daikin and you concerning this Agreement, Daikin Electronic Media, or the parties' other contractual relationships shall be brought exclusively in the courts of the State of Minnesota and you hereby consent to the subject matter and personal jurisdiction of such courts. Any cause of action or claim you may have with respect to Daikin Electronic Media must be brought within one year after the claim or cause of action arises or it shall be barred. Daikin's failure to insist upon or enforce strict performance of any provision f this Agreement shall not be construed as a waiver of such provision or right. Neither the course of dealing between the parties nor the practices of others in a similar trade, business, or industry shall act to modify any provision of this Agreement. Daikin may assign its rights and duties under this Agreement to any party at any time without notice or consideration.

9. Security

Access to Daikin Electronic Media is based upon the nature of your relationship with Daikin and use of a User Login ID and password where applicable. Daikin Electronic Media will provide commercially available, reasonable security measures. However, you understand and acknowledge that certain risks are inherent in the transmission of information over the Internet and you agree to assume the risk for the transmission of information you provide to use this Site. You agree that you will access only those areas of Daikin Electronic Media and only that information on Daikin Electronic Media pertaining to you and only as authorized by your employer and Daikin. You further agree that only authorized persons shall be provided with your assigned User Login ID and password, that you are solely responsible for controlling and/or authorizing access to or use of the User Login ID and password, and that you shall be solely liable for all authorized and unauthorized access using the User Login ID and password. Without limiting any other provision of this Agreement, you agree, for yourself and your employer, that Daikin shall have no liability for any claim, loss or damages arising out of access to Daikin Electronic Media by anyone using your Login ID and/or password. You agree to change your password at least once every 90 days, or more frequently as may be requested by Daikin.

10. Confidentiality

You agree that the information you receive through Daikin Electronic Media is confidential. You agree not to try to access and not to access any information through Daikin Electronic Media which does not pertain to you and which you are not properly authorized to receive. You agree that if you access information about another individual or entity, or otherwise receive information you are not authorized to receive, or if you become aware that someone else has accessed information that person was not authorized to receive, you will immediately cease such unauthorized access, notify Daikin of the unauthorized access, and assist Daikin in identifying and correcting the circumstances which permitted such unauthorized access. All information you receive concerning another individual or entity will be kept confidential, shall be returned to Daikin immediately, shall not be transmitted to any other person or entity, and shall not be retained in any electronic or other form.

11. Termination; Survival of Terms

The provisions of this Agreement shall survive termination of Daikin Electronic Media, your use of Daikin Electronic Media, and your other contractual and legal relationships with Daikin. All rights not expressly granted herein are reserved.

Privacy Statement

Daikin recognizes its obligation to protect the privacy and safety of its online guests. We have developed these privacy and safety practices in order to maintain these standards.

1) Personal Information

We will collect no personal information about you when you visit our Web site unless you choose to provide that information to us. We do not require any personal information for access to most of our Web site. Any personal information that you provide by email or Web forms will be used only for such purposes as are described at the point of collection, such as to respond to your questions or comments, or to send information or products to you. If you provide contact information, Daikin staff or our contractors may contact you to clarify your comment or question, or to learn about your level of customer satisfaction with our services. We use customer contact information to help us provide better products and service and to send you information or promotional materials you request. You may decline the opportunity to receive future mailings; your personal information will remain in our database, however. We will not disclose any personal information to third parties except when it is required to complete a customer-requested transaction or delivery, or if a court subpoenas this information.

2) Protection of Children's Personal Information

Daikin Electronic Media does not publish content that is targeted to children. It is a policy of Daikin that no information should be submitted to or posted at the Daikin Web site by children 16 years of age or under without the consent of a parent or guardian. Daikin Electronic Media do not actively seek any demographic or preference information from children, nor will it ever disclose any personally identifying information regarding children to third parties.

3) Statistical vs. Personal Information

Some non-personal information may be collected and stored automatically when you visit Daikin Electronic Media. If you do nothing during your visit but browse through the Web site, read pages or download information, we will gather and store certain information about your visit automatically. This information does not identify you personally. Our system collects data in the server log that may include IP address, domain name, type of browser, operating system, pages viewed, search requests, and if you linked to our site from another Web site, that Web site's address may be logged. We aggregate this data and use it for statistical purposes. For example, the aggregated data helps us to determine the volume of our Web site users' interest in areas of our Web site. It also helps us understand how we can improve the navigation and content of our Web site. We may disclose this to third parties, but only in an aggregated form.

4) Use of Cookies

Non-personal information may also be collected with the use of cookies. When someone visits the Web site, a cookie may be placed on the customer's machine (only if the visitor's Web browser has been set to accept cookies) or is read if the visitor has visited the site previously. Daikin Electronic Media may collect aggregated site-visitation statistics using cookies. We do not track individuals' use of the site. If your browser is set to not accept cookies, you will be able to view most of the site; however, you may not be able to take advantage of personalized content, conveniences or services that may be offered on the site.

5) Password Protection

To protect against unauthorized access to your password and your computer, it is important that you log out when you have completed your business on Daikin Electronic Media on a shared computer.

6) Online Shopping

When you shop online at Daikin Electronic Media, you are in a secured environment that is designed to protect your transaction and credit card number. We use Secure Sockets Layer (SSL) software that encrypts the information you provide. In addition, we only display the last four digits of your credit card number when confirming your order, although the entire number is transmitted to your credit card company. On our Web site, you can tell that the site is secure because the Web address (URL) begins with https://. You man also see an icon representing a lock in the lower right corner of your browser window.

7) Security

Daikin Electronic Media will provide commercially available, reasonable security measures. However, you understand and acknowledge that certain risks are inherent in transmission of information over the Internet and you agree to assume the security risk for transmission of the information you provide to use this Site. Daikin Electronic Media may, at any time, revise these policies by updating this posting. Your continued use of this Site indicates your acceptance of all revisions. You should, therefore, periodically visit this page to review these policies for changes.

Conditional License

As used herein, DaikinTools, and each of the applications of DaikinTools is referred to as "Licensed Software." You, the user, are referred to as "Licensee."

1) License Grant and Restrictions
  • a) Daikin hereby grants to Licensee a non-exclusive, non-transferable and non-sublicensable license to use the Licensed Software to monitor, control, and service product manufactured or sold by Daikin. Each copy of the Licensed Software is specifically licensed for use in a single facility or on a single computer of Licensee for its intended purpose, and it may not be sublicensed, sold, or otherwise distributed. The license for Licensed Software is subject to the following terms and conditions.
  • b) Licensee may load each copy of the Licensed Software and the "Security Key" files provided by Daikin onto a single computer as required to use the Licensed Software for its intended purpose. Licensee may make a single backup or archival copy of the Licensed Software, provided that Licensee affixes to the backup or archival copy any copyright and trademark notice, serial number and any other legend of ownership contained on the original disk from which the archival copy was made.
  • c) Licensee agrees to use the licensed Software, and any updates to the Licensed Software, in strict accordance with Daikin's published service practices and/or product warranty guidelines for the sole purpose of monitoring, controlling, or servicing products manufactured or sold by Daikin.
  • d) Licensee acknowledges that Daikin may, at its option and at no cost to the Licensee, provide updates to the Licensed Software, and Licensee will use the most current version of the Licensed Software. Daikin may also offer for sale upgrades of the Licensed Software that the Licensee is under no obligation to purchase.
  • e) All rights relating to the Licensed Software not specifically granted to Licensee pursuant to this Agreement shall be retained by Daikin.
  • f) Licensee acknowledges that the Licensed Software may include software that Daikin has obtained or licensed from a third party, and Licensee agrees that the terms and conditions of this Agreement shall be applicable to any such third party software. Licensee agrees to abide by any additional or modified terms and conditions with respect to such third party software if reasonably requested in writing by Daikin and/or the third party.
2) Markings

Licensee shall use its best efforts to preserve all copyright, trademark, ownership or other notices, legends or markings on the Licensed Software as originally provided by Daikin. In the event Licensed Software contains any copyright or other message imbedded therein, Licensee shall not modify or remove such embedded message. All copyright, trademark, ownership or other notices, legends or markings on the Licensed Software as originally provided by Daikin also shall be clearly displayed on each backup or archival copy of the Licensed Software.

3) Materials

Installation and security key diskettes, User Manual, and any updates thereto, constitute the entire product referred to herein as the Licensed Software unless the parties otherwise agree. 4)Title
Title and full ownership rights to the Licensed Software and any updates thereto, including all copyrights therein, shall remain with Daikin and/or its subsidiaries. Daikin expressly retains all rights that it may have under U.S. or foreign laws or international treaties relating to the Licensed Software, except for those rights expressly granted to Licensee herein.

5) Licensee Expenses

Costs and expenses incurred by Licensee relating to any use of Licensed Software, or any other costs not specifically agreed upon by the parties in writing, shall be responsibility of Licensee.

6) Payment

The Sales Price does not include any federal, state, local or other governmental taxes, or other tariffs which may be imposed on the sale, transportation, production, storage, or export of the Licensed Software. Any and all such taxes and costs shall be paid by Licensee and Daikin shall have no liability therefor.

7) Updates and Maintenance

Daikin may provide reasonable technical support for the current version and the latest prior version of the Licensed Software at hours, and or terms and conditions, determined solely by Daikin. Licensee shall, promptly upon discovery thereof, notify Daikin, in writing, of any errors or defects in the Licensed Software and/or periodic update thereto. Daikin will repair or remedy such errors or defects which Daikin deems necessary.

8) No Modification by Licensee

Licensee agrees not to translate, reverse assemble, reverse compile, adapt, translate, alter, modify or change in any way the Licensed Software, or any update thereto, without the prior written authorization of Daikin.

9) Warranties

Daikin warrants that the diskettes containing the Licensed Software shall be free from defects in material or workmanship for a period of ninety (90) days from the date of delivery to Licensee. Daikin also warrants that the Licensed Software shall be delivered free of any rightful claim of infringement of any copyright, trademark, trade secret or other proprietary right of any third party, provided that prompt notice of, and control over, such claims is provided to Daikin by Licensee. In the event of such claim, Daikin may, at its sole option, defend the claim, procure for Licensee the continued rights as described herein, modify the Licensed Software so the claim is avoided without reduced functionally, or refund Licensee's sales price paid. Daikin's option shall be its sole obligation and Licensee's sole remedy in such event.

10) Warranty Disclaimer

The Licensed Software and any and all updates thereto are licensed "As Is" with the exception of the warranties specifically provided herein. Daikin does not claim and does not warrant that the Licensed Software will run error free. WITH THE EXCEPTION OF THE WARRANTIES PROVIDED HEREIN, Daikin DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, REGARDING THE LICENSED SOFTWARE, ITS MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE, AND Daikin WILL NOT OTHERWISE BE LIABLE FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM LICENSEE'S USE OF THE LICENSED SOFTWARE OR FOR ANY ERROR OR DEFECT IN THE LICENSED SOFTWARE. Daikin'S NET LIABILITY TO LICENSEE SHALL NOT EXCEED THE TOTAL AGGREGATE PAYMENTS BY LICENSEE TO Daikin WITH RESPECT TO THE LICENSED SOFTWARE.

11) Government Licensee

If Licensee is acquiring the Licensed Software as, or on behalf of, the United States Government, the Government acknowledges and agrees that the Licensed Software and related documentation were developed at private expense and no part of the Licensed Software or related documentation is in the public domain. The Government acknowledges that the Licensed Software is "Restricted Computer Software" as defined in the Department of Federal Acquisition Regulation Supplement (DFARS), and agrees that: a) If the Licensed Software is supplied to the Department of Defense (DOD), the Licensed Software is classified as "Commercial Computer Software" and the Government is acquiring only "restricted rights" in the Licensed Software and related documentation defined in the DFARS, and b) If the Licensed Software is supplied to any unit or agency of the United States Government other than the Department of Defense, the Government's rights in the Licensed Software and documentation relating thereto will be defined in Clause 52.227-19(c)(2) of the FAR. c) Use, duplication, or disclosure by the Government is subject to restrictions set forth in the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013(c) (1) (ii).

12) Confidentiality

a) Licensee acknowledges that Licensed Software and periodic updates contain valuable confidential information belonging to Daikin. Licensee agrees to use its best efforts not to release, disclose or otherwise permit unauthorized access to such confidential information. b) No information provided by Licensee will be deemed confidential unless Daikin so agrees in writing. c) Licensee will use its best efforts to ensure that all individuals who are provided access to the Licensed Software will observe and perform this nondisclosure covenant.

13) Termination of Agreement

a) Daikin may terminate this Agreement immediately in the event Licensee becomes or is declared insolvent or bankrupt. b) In the event of termination of this Agreement, all rights granted by this Agreement shall revert to Daikin, and Licensee will deliver to Daikin all material furnished by Daikin pertaining to the Licensed Software and will also warrant that all copies thereof have been returned to Daikin or destroyed. c) In the event of termination of this Agreement, Licensee and Daikin shall remain obligated with respect to the provisions of this Agreement relating to confidentiality of information.

14) Completeness

This Agreement constitutes the complete agreement and understanding between the parties relating to Licensed Software and updates thereto. This Agreement supersedes all prior agreements, understandings, and negotiations whether written or verbal with respect to the subject matter thereof. This Agreement can only be modified by a written agreement signed by both parties.

15) Export Regulations

Licensee understands that the Export Administration Regulations of the Department of Commerce of the United States may prohibit the export of the Licensed Software to certain countries, agrees to conform to those regulations and to indemnify Daikin against any loss related to Licensee's failure to conform to those regulations.

16) Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota, United States of America and not the UNCISG. To the extent required in order to comply with the laws and regulations of any country in which Licensed Software is distributed or used, the terms and conditions of this Agreement shall be construed to most nearly effectuate the purposes of the Agreement as set forth herein. If any provision of this Agreement shall be held to be unenforceable, such holding shall not affect the enforceability of any other provision hereof.

17) Attorney's Fee's

In the event of any legal action or other proceeding to enforce this Agreement, the prevailing or successful party shall be entitled to recover reasonable attorneys' fees as well as other costs incurred in that action or proceeding in addition to compensation to which it may be entitled as a result.

18) Agreement Successors and Assigns

The terms and conditions of this Agreement shall inure to the benefit of and be enforceable by Daikin and the successors and assigns of Daikin's interest in this Agreement and/or Daikin's ownership of the Licensed Software. © Daikin 2001

Form 2F-2312 (05/05)