Terms of Use

The Sunshine Metal Supply website (https://sunshinemetalsupply.com/) (our “Website”) is operated by Sunshine Metal Supply, Inc., a Florida corporation (“SMS,” “Company,” “we,” or “our”). These Terms of Use (this “Agreement” or “Terms”) state the terms and conditions under which you may access or browse the Website and govern your use of the Website. By using the Website, you (“User” or “you” or “your”) agree to be bound by this Agreement, whether you are simply accessing or browsing the Website, reviewing general information about SMS and its products or services, or requesting information through the Website. If you wish to access or browse this Website, please read this Agreement carefully. If you object to anything in this Agreement, the SMS Privacy Notice, or any other policies referred to in this Agreement, you should leave and discontinue use of the Website immediately.

THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION. BY ACCEPTING, YOU AGREE TO RESOLVE DISPUTES BY INDIVIDUAL ARBITRATION.

ACCEPTANCE OF TERMS OF USE AGREEMENT

PRIVACY NOTICE.  Please refer to our Privacy Notice, which is incorporated into this Agreement by reference. The Privacy Notice is available at https://sunshinemetalsupply.com/privacy-policy/.

WEBSITE CONTENT, PRODUCT LISTINGS AND INFORMATION.  The Website provides general informational and brochure content about SMS and its wholesale roof panel and metal roofing products and services. SMS attempts to keep this information accurate, but does not warrant that Website content is accurate, complete, reliable, current, or error-free. The Website is informational only and does not offer products for sale or accept, process, or fulfill orders. Any purchase of products or services is made pursuant to a separate agreement, and the terms of that purchase are governed by that agreement and not by this Agreement. Please contact your sales representative for further details.  

We reserve the right to limit the sales of our products and services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products that we offer. We reserve the right to discontinue any product or service at any time. 

RELATIONSHIP TO SALES AGREEMENT. This Agreement governs only your access to and browsing of the Website. The Website is informational only; no products are sold through the Website, and the Website does not process orders or transactions. Any purchases are governed solely by separate agreements between you and SMS. This Agreement does not create, modify, waive, or otherwise affect any term of any such separate agreement.

ELECTRONIC COMMUNICATIONS.  When you visit the Website, sign up for newsletters, send e-mails to SMS, or make requests for services you, are communicating electronically. You consent to receive communications from SMS electronically or via telephone.  SMS will communicate with you by e-mail, telephone or by posting notices on the Website. You agree that all agreements, notices, disclosures and other communications provided to you electronically satisfy any legal requirement that such communications be in writing.  You also agree that by submitting your contact information with SMS, you consent to receive newsletters, emails, promotions, telephone calls, social media communications and other advertisements from SMS or its partners.

You may opt-out of receiving promotional newsletters or emails from SMS by using the unsubscribe link that is provided in such newsletters or emails. 

License. SMS grants you a limited license to access and make personal use of the Website. SMS does not allow you to download (other than page caching) or modify the Website, or any portion of it, without the express written consent of SMS. This license does not include any resale or commercial use of the Website or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of this site or its contents; or any use of data mining, spiders, robots, or similar data gathering and extraction tools, as such activities are strictly prohibited.  The Content (as defined below) of the Website, the Website as a whole and the software are intended solely for personal, non-commercial use by you and other non-commercial users of the Website.

NO UNLAWFUL OR PROHIBITED USE. As a condition of your use of the Website, you warrant to SMS that you will not use the Website for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Website in any manner which could damage, disable, overburden, or impair the Website or interfere with any other party’s use and enjoyment of the Website. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Website. You may not: (a) modify or create any derivative work based on the Content (as defined below) or use the Content, in whole or in part, for any commercial purpose or for any public display, performance, sale, rental, outsourcing or other commercial exploitation; (b) remove or alter any copyright, trademark or other proprietary notices from the Content; (c) transfer the Content to another person; or (d) reproduce the Content, the Website or the software, in whole or in part, except as expressly provided herein. You agree to prevent any unauthorized copying of the Content or software. SMS reserves all rights not expressly granted herein.

TERMINATION OF USE.  You agree that SMS may, in its sole discretion, terminate or suspend your access to all or part of the Website with or without notice and for any reason, including, without limitation, breach of this Agreement.  Any suspected fraudulent, abusive or illegal activity may be grounds for terminating our relationship with you and may be referred to appropriate law enforcement authorities.

Upon termination or suspension, regardless of the reasons therefor, your right to use the Website immediately ceases, and you acknowledge and agree that SMS may immediately bar any further access to the Website.  SMS will not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection with such termination or suspension.  

INTELLECTUAL PROPERTY.  SMS or its licensors own and retain all proprietary rights in the Website. Except as otherwise expressly noted, all products, images, illustrations, designs (including product designs), graphics, icons, photographs, text, audio clips, video clips and other materials that appear as part of the Website, as well as the selection, arrangement and organization of the foregoing and the Website as a whole (collectively, “Content”), are subject to copyright, trademark, service mark, trade dress, and/or other intellectual property rights or licenses and rights of publicity and privacy. All worldwide rights, titles and interests in and to such Content are owned by or licensed to SMS or its licensors and suppliers. All software used on this Website is the property of SMS or its licensors and suppliers and is protected by U.S. and international copyright and other intellectual property laws.

SUNSHINE METAL SUPPLY, and other of SMS’s trademarks, trade names, logos, service names and other brand features, along with other Website graphics, logos, page headers, button icons and scripts, are trademarks, registered trademarks or trade dress of SMS in the U.S. and/or other countries. SMS’s trademarks and trade dress may not be used in connection with any product or service that is not SMS’s, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits SMS. All other trademarks not owned by SMS that appear on the Website are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by SMS.

THIRD-PARTY BUSINESSES AND SERVICES. Third parties may operate websites, provide services or software, or offer products or services referenced or linked through the Website. If you access or purchase anything from those third parties, you are dealing directly with them, not SMS. We do not warrant the offerings of any third parties, including the content of their websites. SMS does not assume any responsibility or liability for the actions, products, services or content of third parties. You should carefully review their privacy statements and other conditions of use.

Your interactions with vendors, companies or other third parties found on or through the Website are solely between you and such organizations or individuals. Information provided on this Website is for reference only and does not constitute an endorsement or recommendation by SMS. SMS does not guarantee the existence, quality, safety or legality of products or services offered or advertised by third parties, the truth or accuracy of third-party content, or the accuracy of information provided by third parties. Before relying on information obtained through the Website, you should confirm with the applicable third party any information that is important to you.

LINKS TO THIRD PARTY SITES.  SMS may provide, or third parties may provide, links to other third party sites or resources. You acknowledge and agree that SMS 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 upon, any such content, goods or services available on or through any such site or resource. We do not control the privacy policies or practices of these websites. You should review those policies before providing any personal information. SMS is not responsible for the content or practices of any linked websites and provides these links solely for navigation convenience to visitors.

ACCEPTANCE OF RISKS. You are solely responsible for making any decisions regarding your reliance on information provided on the Website or third party transactions related to the purchase/sale of products or services. You also expressly acknowledge that you are subject to a variety of risks related to your use of and reliance on third-party links and content accessible through the Website, which risks are beyond the control of SMS, and you expressly acknowledge that SMS is not liable or responsible for those risks for which you have sole responsibility.  

METATAGS, HIDDEN TEXT, LINKING OR FRAMING ONLINE.  SMS expressly prohibits any use of its trademarks, trade names or brand names in metatags, keywords and/or hidden text online. The use of SMS trademarks, trade names or brand names in metatags, keywords or hidden text constitutes trademark infringement, and the use of any of the foregoing for purposes of gaining higher rankings in search engines constitutes unfair competition. Linking to the Website, or any page or portion thereof, without the prior written consent of SMS is expressly prohibited. Likewise, framing, in-line linking or other methods of association on the Website or its content with any other site, advertisement, link or other information or materials not originating from this Website is expressly prohibited, unless specifically authorized or required in writing by SMS. 

SPAM EMAIL AND POSTINGS. You agree that SMS would be irreparably harmed by the use, by you or others, of the Website or facilities in connection with the transmission of spam or unsolicited email in violation of the terms of use as provided herein, and that SMS is entitled to obtain injunctive relief against any such transmission (in addition to all other remedies available at law or in equity). SMS reserves the right to block, filter or delete unsolicited email.

WEBSITE CONTENT.  Occasionally there may be information on the Website that contains typographical errors, inaccuracies, or omissions. SMS reserves the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior notice. SMS apologizes for any inconvenience this may cause you.

WARRANTY DISCLAIMER. EXCEPT FOR THOSE WARRANTIES EXPRESSLY PROVIDED HEREIN, YOU HEREBY ACKNOWLEDGE AND AGREE THAT SMS (INCLUDING OWNERS, OFFICERS, PARTNERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, AFFILIATES, SUBSIDIARIES AND INDEPENDENT CONTRACTORS OF SMS) HAS NOT MADE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE WEBSITE, The PRoDUCTS OR THE INFORMATION AND CONTENT PROVIDED THROUGH THE WEBSITE. THE WEBSITE AND ALL INFORMATION, CONTENT, MATERIALS, Products AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS SITE ARE PROVIDED BY SMS ON AN “AS IS” AND “AS AVAILABLE” BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. SMS DISCLAIMS, AND YOU HEREBY WAIVE, ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES REGARDING COMPLETENESS, ACCURACY, RELIABILITY, SUITABILITY OR AVAILABILITY WITH RESPECT TO THE WEBSITE OR THE INFORMATION, CONTENT, products SERVICES OR RELATED GRAPHICS CONTAINED ON THE WEBSITE FOR ANY PURPOSE. WITHOUT LIMITING THE FOREGOING, SMS HEREBY MAKES NO REPRESENTATION OR WARRANTIES OF ANY KIND IN CONNECTION WITH THE INFORMATION PROVIDED HEREIN. ANY RELIANCE YOU PLACE ON SUCH INFORMATION IS THEREFORE STRICTLY AT YOUR OWN RISK.

THIS SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES, OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE MATERIALS, INFORMATION AND SERVICES AT THIS SITE, including the prices and descriptions of any products lited herei, AT ANY TIME WITHOUT NOTICE. THE Products, SErvices andINFORMATION AT THIS SITE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH INFORMATION. THE FACT THAT SMS IS INCLUDING OR OFFERING ANY Product, SERVICE OR INFORMATION ON THE WEBSITE IS NOT AN ENDORSEMENT OR A RECOMMENDATION OF THAT PRoduct, SERVICE OR INFORMATION.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

DISCLAIMER OF LIABILITY. IN NO EVENT SHALL SMS OR ANY OF ITS OWNERS, OFFICERS, PARTNERS, SHAREHOLDERS, MEMBERS, MANAGERS, EMPLOYEES, DISTRIBUTORS, AFFILIATES, SUBSIDIARIES, AGENTS OR REPRESENTATIVES BE IN ANY WAY LIABLE TO YOU OR ANY PARTY FOR ANY DIRECT, INDIRECT, GENERAL, COMPENSATORY, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES, OR ANY OTHER DAMAGES WHATSOEVER, ARISING FROM, OR RELATING TO, THE USE OF OR INABILITY TO USE THE WEBSITE OR THE CONTENT, MATERIALS AND FUNCTIONS THEREOF, OR OF ANY LINKED WEBSITE, OR OTHERWISE RELATING HERETO, REGARDLESS OF WHETHER THE SAME ARE FORESEEABLE OR IF SMS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOU ACKNOWLEDGE, BY YOUR USE OF THE WEBSITE, THAT YOUR USE IS AT YOUR SOLE RISK, THAT YOU ASSUME FULL RESPONSIBILITY FOR ALL COSTS ASSOCIATED WITH ALL NECESSARY SERVICING, REPAIRS OR REPLACEMENT OF ANY EQUIPMENT, HARDWARE, SOFTWARE OR DATA YOU USE IN CONNECTION WITH YOUR USE OF THE WEBSITE AND THAT SMS SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND RELATED TO YOUR USE OF, OR INABILITY TO USE, THE WEBSITE.

YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER VENDORS, COMPANIES OR THIRD PARTIES THAT MAY BE LINKED THROUGH THIS WEBSITE.  SMS MAKES NO REPRESENTATION OR WARRANTY THAT THE WEBSITE, CONTENT, SOFTWARE OR ANY INFORMATION CONTAINED ON THE WEBSITE IS APPLICABLE OR APPROPRIATE FOR USE OR ACCESS IN LOCATIONS OUTSIDE OF THE UNITED STATES.

Notwithstanding anything to the contrary contained herein, SMS’s liability to you for any cause whatsoever, and regardless of the form of the action, will at all times be limited to One Hundred Dollars ($100.00).

INDEMNIFICATION. You agree to indemnify and hold SMS, its owners, officers, partners, shareholders, affiliates, subsidiaries, sponsors, advertisers, licensors, employees, agents, representatives and independent contractors, harmless from any loss, liability, damages, claims, actions, or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of (1) your use of the Website in violation of this Agreement and/or (2) any use of this Website.

FORCE MAJEURE. SMS shall not be liable for failing to perform its obligations hereunder because of circumstances reasonably beyond the control of SMS.  Such circumstances shall include (without limitation) any acts or omissions of any government or governmental authority, natural disaster, act of a public enemy, acts of terrorism, riot, sabotage, labor disputes, power failure, delays in transportation or deliveries of supplies or materials, acts of God, pandemics, epidemics, computer failure, hardware failure, telecommunications failure, software failure, cyber-attacks, cyber-hacks, cyber-crimes, or cyber-disruptions, failure of users to cooperate with the reasonable requests of SMS, breach of this Agreement by users, and any other events reasonably beyond the control of SMS.

Consent to ARBITRATION, Jurisdiction, Forum Selection and Choice of Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the substantive laws of Florida without giving effect to any choice or conflict of law provision or rule (whether of Florida or any other jurisdiction) that would cause the application of the substantive laws of any jurisdiction other than those of Florida.  In any dispute between the parties, the exclusive procedure for resolving the dispute shall be arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules before one arbitrator in Sarasota, Florida. The arbitration is governed by the Federal Arbitration Act, 9 U.S.C., sec. 1, et seq., and in no event shall any provision of the Florida Uniform Arbitration Act (or any future Florida law concerning arbitration) apply.  The arbitrator shall be selected from the AAA’s large, complex case panel. Absent good cause or the parties’ agreement, the award shall be rendered within six months of the arbitrator’s selection. The arbitrator shall award reasonable attorneys’ fees and costs to the prevailing party.  Except as may be required by law, neither party nor the arbitrator may disclose the existence, contents, or results of anything related to the arbitration, including, but not limited to, pleadings, motions, briefs, discovery, depositions, hearings, or awards without all the parties’ prior written consent. Any dispute arising out of or in connection with this arbitration provision, including any question regarding its existence, validity, scope, or termination, shall be referred to and finally resolved by arbitration.  If the resolution of any controversy or claim arising out of or related to this agreement would be barred by the applicable statute of limitations if such resolution were to occur in court, then the resolution of such controversy or claim shall be barred from being resolved pursuant to arbitration.  Judgment on the award rendered by the arbitrator may be entered only in the state or federal courts in Sarasota, Florida, which shall be the exclusive venue for any court action between the parties.  The only exceptions to the exclusive procedure of arbitration are that (i) either party may bring in the state or federal courts in Sarasota, Florida an action for injunctive relief pending arbitration; and (ii) neither party may submit to arbitration any dispute related to the validity, scope, enforceability, inventorship, or ownership of any patent, trademark, service mark, or copyright, and, instead, either Party may initiate such litigation in the state or federal courts of Sarasota, Florida or appropriate administrative agency.  Each Party consents to personal jurisdiction and venue in those courts.

PREVAILING PARTY.  In any action to enforce this Agreement, the prevailing party will be entitled to recover its legal expenses, including reasonable attorneys’ fees, legal assistants’ fees, costs and expenses from the non-prevailing party of all court costs (including bankruptcy proceedings and appeals) in addition to any other relief to which the party is entitled.  Any cause of action brought by you against SMS or its officers, partners, directors, managers, members, shareholders, distributors, affiliates, subsidiaries, sponsors, advertisers, licensors, employees, agents, representatives or independent contractors, MUST BE INSTITUTED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ARISES OR BE DEEMED FOREVER WAIVED AND BARRED. THIS ONE-YEAR LIMITATIONS PERIOD APPLIES REGARDLESS OF ANY LONGER STATUTE OF LIMITATIONS THAT MAY OTHERWISE BE AVAILABLE UNDER APPLICABLE LAW.

Entire Agreement. This Agreement contains the entire agreement between you and SMS regarding the use of the Website. The Privacy Notice (as modified by SMS from time to time) is incorporated herein by this reference and made a part of this Agreement.

ASSIGNMENT.  You may not assign your rights and obligations under this Agreement to any third party, and any purported attempt to do so will be null and void.  SMS may freely assign its rights and obligations under this Agreement.

RELATIONSHIP. Your use of the Website does not create any partnership, joint venture, agency, employment, or other relationship between you and SMS.

SEVERABILITY.  If any part of this Agreement is held invalid or unenforceable, that portion will be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions will remain in full force and effect.

WAIVER.  Any failure by SMS to enforce or exercise any provision of this Agreement or related rights will not constitute a waiver of that right or provision.

Captions. The headings and captions of this Agreement are inserted for convenience of reference and do not define, limit or describe the scope or intent of this Agreement or any particular section, paragraph, or provision.

Please contact us with any questions regarding this Agreement.