TERMS AND LEGAL
Customer Contract Terms
Cloud Program - this document defines and govern our Cloud offerings.
Professional Services – the services terms on this page apply to the provision of services by QAD DynaSys or affiliates in the event no Services Framework Agreement or Cloud Services Agreement exist between Customer or its direct or indirect parent company, on the one hand, and QAD DynaSys or an affiliated QAD company, on the other hand. The terms governing the provision of services are identified by the entity providing the services as follows:
QAD DynaSys Terms and Conditions of Use
Note: for the avoidance of doubt, the provision of specific services, such as cloud services, is governed by the terms of the agreement signed between customer and QAD DynaSys.
- The following terms, when used in this Agreement, shall have the following meanings.
- "Content" shall mean all information, data, or other material, in any form or media, contained in, obtained from, or relating to the Site, including all results obtained from the Site."Site" shall mean any QAD DynaSys internet site, page (and all sub-pages), uniform resource locator ("URL"), domain location, and all information and Content thereon.
- TRADEMARK NOTICE
- Marks used on this Site, including "QAD DynaSys", the QAD DynaSys logo, are owned by QAD DynaSys. Unless otherwise noted on the Site, all other trademarks, service marks, and logos used in this Site are the trademarks, service marks or logos of their respective owners.
- LICENSE GRANT & OWNERSHIP BY QAD DynaSys
- License. Subject to the terms and conditions of this Agreement, and until termination of the Agreement, QAD DynaSys grants you a non-exclusive, non-transferable, limited license to view or print the Content in this Site without alterations, for personal, non-commercial use only. This limited license does not apply to any media or platform other than that of the current Site.
- Ownership. All Content on the Site is (and shall continue to be) owned exclusively by QAD DynaSys or others, and is protected under applicable copyrights, patents, trademarks, trade dress, and/or other proprietary rights, and the copying, redistribution, use or publication by you of any such Content or any part of the Site is prohibited. Under no circumstances will you acquire any ownership rights or other interest in any Content by or through your use of the Site.
- RESTRICTIONS ON USE
- Concerning your usage of this Site or any Content, you agree not to knowingly: (i) use any device, software or technique to interfere with or attempt to interfere with the proper working of the Site; (ii) post or transmit to the Site any unlawful, fraudulent, harassing, libelous, or obscene information of any kind; (iii) post or send to the Site any information that contains a computer virus, bug, or other harmful item; (iv) publish, perform, distribute, prepare derivative works, copy, reverse engineer, or use the Content (other than as expressly permitted herein); (v) post or transmit into or on the Site any information in violation of another party's copyright or intellectual property rights; (vi) take any action which imposes an unreasonable or disproportionately large burden on QAD DynaSys' infrastructure or resources; (vii) redeliver any of the Content using "framing", hyperlinks, or other technology without the express written permission of QAD DynaSys; or, (viii) use any device or technology to provide repeated automated attempts to access password-protected portions of the Site.
- You acknowledge that QAD DynaSys has the right, but no obligation, to monitor the Site and to disclose any information necessary to operate the Site, to protect QAD DynaSys, and the customers of QAD DynaSys, and to comply with legal obligations or governmental requests. QAD DynaSys reserves the right to refuse to post or to remove any information on the Site, in whole or in part, for any reason.
- In order for you and your suppliers to obtain real-time visibility into your inventory to provide supply chain event management functionality by using the MFGx.net Site, you must subscribe to the MFGx service and agree to the terms of the separate QAD DynaSys MFGx license agreement located elsewhere on the MFGx.net Site. Once you subscribe to the use of such service, your use of the Site shall be governed by the terms of the MFGx.net license agreement.
- You represent and warrant that by using the Site, you have read and agree to this Agreement and have the legal capacity to agree to the terms of this Agreement.
- YOUR SITE ACTIVITIES
- If you are allowed access to password-protected areas of the Site, you agree to keep your password confidential, and to send notice to QAD DynaSys within 24 hours if your password is compromised. You acknowledge that QAD DynaSys neither endorses nor is affiliated with any linked site and is not responsible for any information that appears on the linked site. You acknowledge that (i) the internet is a network of computers worldwide, and that any information submitted by you to QAD DynaSys necessarily is routed via third party computers to QAD DynaSys, (ii) QAD DynaSys is not responsible for lapses in online security and does not assume liability for improper use of your information by a third party.
- SUBMISSIONS OF INFORMATION BY YOU
- APPLICABILITY & COOPERATION
- QAD DynaSys reserves the right to limit the provision of any product or service to any person, geographic area or jurisdiction as it so desires, or as required by law. QAD DynaSys in its sole discretion may add, delete or change the Content at any time, without notice to you.
- LIMITED WARRANTY AND DISCLAIMER
- DISCLAIMER OF WARRANTY. QAD DynaSys AND ALL CONTENT PROVIDERS MAKE NO REPRESENTATION ABOUT THE SUITABILITY OF THE CONTENT HEREON. THIS SITE, AND ACCESS TO ANY LINKED-SITE, IS PROVIDED TO YOU BY ALL CONTENT PROVIDERS "AS IS" AND "AS AVAILABLE", WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. YOU HEREBY DISCLAIM ALL WARRANTIES BY QAD DynaSys RELATING TO YOUR USAGE OF THE SITE. YOU ACKNOWLEDGE THAT YOUR ACCESS TO THE SITE WILL NOT BE FREE OF INTERRUPTIONS, THAT THE INFORMATION HEREIN MAY CONTAIN BUGS, ERRORS, TECHNICAL INACCURACIES, PROBLEMS OR OTHER LIMITATIONS, AND THAT THE SITE MAY BE UNAVAILABLE FROM TIME TO TIME. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USAGE OF THE SITE AND SITE-RELATED SERVICES.
- LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES WILL ANY OF THE CONTENT PROVIDERS BE LIABLE OR RESPONSIBLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING DAMAGES FROM LOSS OF BUSINESS, LOST PROFITS, LITIGATION, OR THE LIKE), SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN ANY WAY RELATING TO THE SITE, YOUR SITE USE, OR THE CONTENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE AND/OR CONTENT IS TO CEASE ALL OF YOUR SITE USE. You may have additional rights under certain laws (including consumer laws) which do not allow the exclusion of implied warranties, or the exclusion or limitation of certain damages. If these laws apply to you, the exclusions or limitations in this Agreement that directly conflict with such laws may not apply to you.
- CONTACTING QAD DynaSys.
- Should you desire to contact QAD DynaSys, you may do so at: QAD DynaSys, Allée de Stockholm, 67300 Schiltigheim, France Phone: (+33) 3 88 19 14 14.
- Equitable Relief. You acknowledge that any breach by you of the provisions of the Agreement will cause irreparable damage to QAD DynaSys or others and that a remedy at law will be inadequate. Therefore, in addition to any and all other legal or equitable remedies, QAD DynaSys and others will be entitled to injunctive relief for any breach of this Agreement.
- Severability. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
- Entire Agreement. This Agreement constitutes the entire agreement between you and QAD DynaSys pertaining to the subject matter hereof. You agree to review this Agreement prior to any usage of the Site, and each usage of the Site by you shall constitute and be deemed your unconditional acceptance of this Agreement. This Agreement may be prospectively modified by QAD DynaSys at any time without notice, by posting a revised Agreement on the Site.
- Termination. This Agreement may be terminated by either party, in its sole and absolute discretion, at any time and for any reason (with or without cause), with or without notice. If the Agreement is terminated, you agree to cease all access and usage of the Site and, upon request by QAD DynaSys, to return all information in your possession relating to the Site, and all copies thereof.
- Survival of Certain Provisions. Any and all provisions or obligations contained in this Agreement which by their nature or effect are required or intended to be observed, kept or performed after termination of this Agreement will survive the termination of this Agreement and remain binding upon and for the benefit of the parties, their successors and permitted assignees.
- Waiver. No delay or omission to exercise any right or remedy accruing to QAD DynaSys upon any breach or default by you shall constitute a waiver by QAD DynaSys of any breach or default.
- Conflicts. If this Agreement conflicts with a provision of any other contract between you and QAD DynaSys relating to the Site, the provision in such other Agreement shall govern.
- Compliance with Laws. You shall be responsible for complying with all applicable governmental regulations of the United States (including US export laws) and any foreign country (where applicable) with respect to the use of the Site. The Site is not to be used in any government and/or defense related activity unless approved under U.S. Export Law and Regulation. You shall defend, indemnify and hold QAD DynaSys harmless from and against any and all liabilities arising out of the non-compliance with applicable governmental regulations.
- This Agreement shall be subject to, and construed in conformity with, the laws of the State of California, United States of America. The parties hereby submit to the jurisdiction of the courts in the State of California, USA. Neither party shall bring a legal action against the other more than two (2) years after the cause of action arose unless otherwise provided by local law without the possibility of contractual waiver or limitation.
Personal Data Processing
QAD DynaSys may process personal data for various purposes and in various contexts. QAD DynaSys processes personal data when:
- you visit our website qad.com or other QAD DynaSys websites.
- we provide services, such as cloud, support or consultancy services, to our customers.
- we maintain contacts with our customers or prospects.
- we market our products or services to our customers or prospects.
- we perform corporate functions, such as HR, Finance and IT functions.
QAD DynaSys will only collect as much personal data as needed for specific, identified purposes, and we won’t use it for other purposes without obtaining your consent.
As a global company, QAD DynaSys operates in a number of countries around the world. As such, the information may be used, stored, or processed outside the country where it was recorded. If we transfer your personal information to another country, we’ll take appropriate measures to protect your privacy and the personal data we transfer.
In the “QAD and the GDPR” white paper, we provide a brief overview of the principles of the General Data Protection Regulation and how the GDPR applies to QAD, its divisions and its customers. If you have additional questions, please do not hesitate to contact your account representative at QAD.
QAD DynaSys Websites
QAD DynaSys makes available communication and collaboration tools to users of the QAD DynaSys websites; if you decide to use such tools, you acknowledge and agree that other users of the QAD DynaSys website may have access to your personally identifiable information (e.g. because it has been added to an address book or displayed on a forum). We do not sell or rent personally identifiable information collected through our website(s) to anyone. You hereby agree that you will not use any personally identified information available on a QAD DynaSys website for any purposes other than the purpose for which it is made available on the website.
QAD DynaSys sites may contain links to other sites, including those of our authorized business partners. While we seek to link only to sites that share our high standards and respect for privacy, we are not responsible for the privacy practices employed by other sites.
QAD DynaSys Services
QAD DynaSys provides consultancy, support and Cloud services. QAD DynaSys processes personal data in the context of such services solely for the benefit of its customers, for instance to provide advice or to address a support issue. QAD DynaSys will not use personal data obtained from customers in the context of the provision of services for any other purpose, except as provided in the contractual agreement between QAD DynaSys and customer.
When using QAD DynaSys Cloud services, customers will input data into the QAD DynaSys systems. QAD DynaSys may access such data for the purposes of providing the service, including the prevention or resolution of technical problems, responding to support issues, responding to customer’s instructions or as may be required by law, all in accordance with the terms of the agreement(s) between QAD DynaSys and you.
QAD DynaSys processes data obtained from its customers in the context of the provision of services under the direction of its Customers, and has no direct control or ownership of the personal data it processes. Customers are responsible for complying with any regulations or laws that require providing notice, disclosure and/or obtaining consent prior to transferring the data to QAD DynaSys for processing purposes.
QAD DynaSys works with authorized business partners and third party suppliers to provide optimal services to its customers. It is possible that partners or suppliers process personal data (e.g. the partners QAD DynaSys uses for hosting its Cloud services). QAD DynaSys will only share personal data with partners or suppliers if and when required for the performance of services and under the condition that partners and suppliers shall only use the personal data to perform services for the benefit of the customer and shall comply with all applicable laws and regulations.
QAD DynaSys Contacts with Customers or Prospects
QAD DynaSys regularly reaches out to its customers and prospects, directly or indirectly, be it to maintain existing contacts or establish new contacts or to be able to perform regularly occurring functions, such as working with customers to understand their requirements, invoicing of maintenance or recurring services, etc. QAD DynaSys may share personal data with its authorized business partners to facilitate such contacts.
QAD DynaSys Marketing
QAD DynaSys markets its products and services to customers and prospects. In marketing its products and services, QAD DynaSys may process personal data obtained through its websites (see above) or through other channels. QAD DynaSys may share personal data with its authorized business partners in the context of marketing.
QAD DynaSys Corporate Functions
As any company, QAD DynaSys has various departments tasked with performing various corporate functions. Examples are the HR, Finance, Legal and IT departments. QAD DynaSys may process personal data regarding its employees, contractors, suppliers or customers to be able to perform these functions and only to the extent required to perform these functions. Personal data may be processed to determine whether the various QAD DynaSys corporate policies (e.g. policies regarding use of the QAD DynaSys IT environment, the morals and ethics policies, etc.) are being complied with. QAD DynaSys may use external parties to support its corporate functions.
QAD DynaSys may also disclose information in special cases when we have a good faith belief that such action is necessary to: (a) conform to legal requirements or comply with legal process (e.g. in response of lawful requests by public authorities); (b) protect and defend our rights or property; (c) enforce the Web site Terms and Conditions of Use; or (d) act to protect the interests of our users or others.
Data Retention and Data Accuracy
QAD DynaSys will keep your personal information only as long as needed for the purposes for which it was collected, or as permitted by law. QAD DynaSys will take appropriate steps to make sure the personal data in our records is accurate.
QAD DynaSys may transfer data to third parties, such as business partners (e.g. a QAD DynaSys distributor) or to organizations QAD DynaSys has engaged to assist QAD DynaSys in performing one or more tasks for the benefit of QAD DynaSys (e.g. an external email provider) or its customers (e.g. a hosting provider). In any case of onward transfer to third parties, QAD DynaSys is potentially liable for any damages that may result from such onward transfer.
Access to Personal Data
If you wish to access, correct or delete your personal data or if you wish to obtain information on and/or restrict the use of your personal data, please direct any requests to firstname.lastname@example.org. Please note that an individual who seeks access to or wishes to correct or delete personal data processed in a QAD DynaSys Cloud environment or to data QAD DynaSys processes for the benefit of a customer in the context of the provision of services, should direct his or her query to the QAD DynaSys customer responsible for the personal data (i.e. to the data controller). If such a query is sent to QAD DynaSys directly, QAD DynaSys will forward it to the customer.
Complaints, Conflicts and Dispute Resolutions
If you do not receive timely acknowledgment of your complaint from us, or if we have not addressed your complaint to your satisfaction, please contact the EU DPAs or the Swiss FDPIC for more information or to file a complaint. The services of EU DPAs and the Swiss FDPIC are provided at no cost to you. QAD DynaSys, as part of the QAD group of companies, has further committed to cooperate with the Privacy Shield panel, a binding arbitration mechanism option available in certain circumstances in the event of complaints that are not resolved. Additionally, QAD DynaSys, as part of the QAD group of companies, acknowledges that it is subject to the investigatory and enforcement powers of the Federal Trade Commission (FTC). For issues that may arise outside of the European Union, parties shall agree on an appropriate means of dispute resolution, or, failing such agreement, the dispute shall be brought before a competent court.
Partner Code of Conduct – Companies who do business with any of QAD DynaSys' global entities are expected to abide by the QAD DynaSys Partner Code of Conduct. This includes all QAD DynaSys business partners including, but not limited to, our distributors, sales agents, suppliers, solution and consulting partners, and subcontractors. The QAD DynaSys Partner Code of Conduct is posted here:
At QAD DynaSys, we believe that acting ethically, responsibly and with integrity is the right thing to do and the right thing to do for our business. These core values must be reflected by our own employees and are also dependent upon our forming relationships with business partners who share our commitment to ethical business practices. QAD DynaSys has established a Partner Code of Conduct to document our expectations for our partners worldwide to act ethically, responsibly and with integrity in their business practices.
Partners who do business with any of QAD DynaSys' global entities are expected to abide by this Code of Conduct. This includes all QAD DynaSys business partners including, but not limited to, our distributors, sales agents, suppliers, solution and consulting partners, and subcontractors.
QAD DynaSys expects its partners to conduct business ethically, responsibly, and with integrity, honesty and transparency, including adhering to the following principles:
Compliance with Laws
Maintain awareness and comply with all applicable laws and regulations of the jurisdictions where partners operate, including export laws of the United States and other jurisdictions. Where local laws are less restrictive than this Code of Conduct, partners must comply with this Code of Conduct, even if the conduct or act in question would otherwise be legal. On the other hand, if local laws are more restrictive than this Code of Conduct, partners must always, at a minimum, comply with those laws.
QAD DynaSys is committed to conducting its business free from extortion, bribery and all unlawful, unethical, or fraudulent activity. Partners must not offer, give, promise or authorize any bribe, gift, loan, fee, reward or other advantage to any government official or employee, any customer, any QAD DynaSys employee or any other person to obtain any business or improperly influence any action or decision. Partners must comply with all applicable international anti-corruption laws and regulations, including the U.S. Foreign Corrupt Practices Act which applies to all partner dealings with and on behalf of QAD DynaSys.
Conflicts Of Interest
Partners must avoid any situation that may involve a conflict or the appearance of a conflict between their personal interests and the interests of QAD DynaSys. Partners must not offer or provide gifts or excessive hospitality or entertainment to any QAD DynaSys employee or client or their families to obtain or retain business or to influence a decision. QAD DynaSys employees and their family members may not hold any significant economic interest in any entity that does business with QAD DynaSys and partners are required to avoid such relationships with QAD DynaSys employees.
Partners must ensure that any non-public information obtained as a consequence of a relationship with QAD DynaSys or QAD DynaSys customers is not used for the purpose of insider trading or otherwise for the personal benefit of the partners, their employees or other persons.
Intellectual Property and Confidential Information
Partners may only use QAD DynaSys' intellectual property, such as copyrights, patents and trademarks, in a manner permitted under their contract with QAD DynaSys and may not misappropriate or infringe the intellectual property rights of others. Partners must not misuse any trade secrets or proprietary or confidential information of QAD DynaSys or of others (including QAD DynaSys customers) for their own purposes or disclose such information to unauthorized third parties. Partner shall adhere to industry standards for maintaining security awareness and background screening for personnel (as allowed by law), along with security incident reporting.
Notify QAD DynaSys of violations
Partners are expected to notify QAD DynaSys if they become aware of any violation of this Code of Conduct or of any unauthorized use of QAD DynaSys copyrights, trademarks, brands, logos or confidential information by a third party.