Notice of legal restrictions on use of this web site PLEASE READ THE FOLLOWING LEGAL INFORMATION BEFORE USING THIS SITE. Thank you for visiting the SPX Corporation (“SPX,” “us,” “we,” “our”) Website (the “Site”). The following access and use terms, together with any documents they expressly incorporate by reference, (collectively, the “Site Access Terms or “SATS”), govern your access to and use of the Site, including any content, functionality and services offered on or through the Site. Included below as part of the SATS is an identification of SPX’s agent for receipt of notice regarding copyright claims and other communications regarding the Site. Compliance with and acceptance of the SATS are required in order for you to have access to and use of the Site. Please read the SATS very carefully. BY CHOOSING TO ACCESS AND USE THIS SITE, YOU ARE EXPRESSLY AGREEING TO BE BOUND BY THESE SATS AND OUR PRIVACY STATEMENT, FOUND AT AND INCORPORATED HEREIN. If you do not agree with or do not accept any of the SATS, please immediately exit the Site and refrain from further access. Thank you for your understanding. We hope that you enjoy the Site and find it useful. Also, please keep in mind that information provided on this site and via linked sites is not for the purposes of seeking or encouraging investment unless specifically designated as such. 1. LIMITED TERMINABLE LICENSE As described below, your compliance with the SATS provides a limited, terminable license regarding access to and use of the Site Contents. “Site Contents” or “Contents” means images, text, information, sounds, interactive features, links, and other features of the Site. “Site Code” means any and all underlying elements of the Site, including, but not limited to source code, object code, and other sets of statements or instructions that relate to the operation or functions of the Site. You are responsible for ensuring that other parties that have access to the Site or Site Contents through your system or with your permission agree to the SATS. You may use the Site only for lawful, permitted purposes and in accordance with these SATS. You agree not to use the Site or any component thereof: All trademarks, service marks, certification marks, trade names, trade dress, copyrights, patent rights and other proprietary rights in or associated with the Site, the Site Contents and Site Code are the properties of SPX, its owner(s), affiliated entities or its licensors. Nothing in these SATS or any Site Contents shall convey an ownership interest or a non-terminable license in any trademarks, service marks, trade names, trade dress, copyrights, patent rights or other proprietary rights in or associated with the Site, the Site Contents or the Site Code.
Additionally, you agree not to:
SPX may, solely in its own discretion and without advance notice, revoke the limited license regarding all of the Site Contents or with respect to specific images, texts, other Site features or Site Code. If requested by SPX, you agree to cease using and/or destroy any copies of the subject Contents;.
2. OWNERSHIP OF TRADEMARKS, COPYRIGHTS AND OTHER PROPRIETARY RIGHTS
You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Site, including the Contents and Site Code, except as follows:
SPX is pleased to hear from its customers and Site users. As a convenience to visitors of the Site, SPX may provide from time to time, at its sole discretion, one or more chat areas, blog areas, message boards, e-mail functions, contact information, polls, surveys and other features (collectively, “Visitor Features”) that allow visitors to the Site to post, submit, publish, display or transmit to SPX, other users or other persons (hereinafter, “post”) content or materials (collectively, “Visitor Contributions”) on or through the Site. Users of Visitor Features are bound by and must comply with the SATS and all Visitor Contributions must comply with the content standards set out in these SATS.
You must not:
Access or use for any commercial purposes any part of the Site or any Site Contents without our prior written consent.
3. SUBMISSIONS, PUBLIC COMMUNICATIONS AND FORUMS; USER GRANT OF LICENSE
Without limiting the foregoing, Visitor Contributions must not:
SPX may, in its sole discretion and without advance notice, discontinue provision of any Visitor Features to any or all Site visitors and, in its sole discretion, remove any Visitor Contributions.
If you elect to provide Visitor Contributions, you hereby grant and agree to grant SPX and its affiliates a paid-up, perpetual, irrevocable, royalty-free, non-exclusive, transferable, sub-licensable, worldwide license to SPX to consider, retain, copy, use, publish, modify, create derivative works of, import, export, make, have made, disclose and otherwise exploit the expression, concepts, information and intellectual property in the Visitor Contributions at SPX’s sole discretion. Any or all of these license rights can be assigned and sublicensed by SPX and they apply to all manner of copying, display, distribution, transmission, storage, recording or other media or means of exploitation now known or hereafter conceived.
You represent and warrant that:
You understand and acknowledge that you are responsible for any Visitor Contributions you post and you, not SPX, have fully responsibility for such content, including its legality, reliability, accuracy and appropriateness. We are not responsible, or liable to any third party, for the content or accuracy of any Visitor Contributions posted by you or any other user of the Site.
SPX may, in its sole discretion, determine that the Visitor Contribution and its contents should be kept confidential. Due to legal requirements, we cannot provide compensation for, agree to consider or agree in advance to keep confidential any Visitor Contributions or other postings containing creative ideas, disclosures of inventions, other disclosures of potentially useful information, or submissions of any other content. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Site. YOU WAIVE AND HOLD HARMLESS SPX AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
To access the Site or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Site that all the information you provide on the Site is correct, current and complete. You agree that all information you provide to register with this Site or otherwise is governed by our Privacy Statement <> , and you consent to all actions we take with respect to your information consistent with our Privacy Statement.
If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Site or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these SATS.
If any applicable law, judicial decision or regulatory requirement restricts or limits the provisions of this Section 3, SPX’s liability, if any, will be limited in accordance with THE LIMITATION OF LIABILITY terms in Section 7 of these SATS.
4. FORWARD-LOOKING STATEMENTS
Some of the statements contained on this Site may constitute forward-looking statements. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our businesses or our industry’s actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by any forward-looking statements. Such statements include, in particular, statements about our plans, strategies, prospects, changes and trends in our business and the markets in which we operate. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “forecast,” “predict,” “propose,” “potential,” “continue” or the negative of those terms or other comparable terminology. These statements are only predictions.
Factors that may cause our actual results to differ materially from those expressed or implied by the forward-looking statements include, among others: (a) risks associated with any indebtedness and debt service; (b) performance of our business and future operating results; (c) risks related to acquisition strategies and integration of acquired businesses; (d) risks related to the loss of personnel; (e) the cyclicality of many business areas; (f) risks of competition in existing and future markets and developments of new technologies by competitors; (g) increases in the cost of compliance with laws and regulations, including environmental laws and regulations and potential liability relating to claims, complaints and proceedings; (h) general business and economic conditions, particularly any economic downturn generally and in our markets specifically; and (i) difficulties presented by international, economic, political, legal, accounting and business factors. You should not place undue reliance on these forward-looking statements, which speak only as of the date of such statements. We disclaim any obligation to update or revise these forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of unanticipated events, except as may be required by law.
5. RELIANCE ON INFORMATION CONTAINED OR POSTED ON THE SITE
The information presented on or through the Site is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Site, or by anyone who may be informed of any of its Contents.
This Site may include content provided by third parties, including Visitor Contributions and other materials provided by users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by SPX, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of SPX. As noted previously, we are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
Unless expressly stated otherwise by SPX, SPX does not necessarily control sites that may be linked to or from the Site. SPX cannot monitor or otherwise evaluate such sites, and SPX is not responsible for any of their contents, features, codes, underlying materials, terms of access or privacy policies. Even if you are linked to a web page other than the front page of the linked site, you are responsible for checking that site’s terms and conditions of access and use, as well as the site’s privacy policies. Materials on other sites may be subject to proprietary rights and other restrictions. LINKS ARE PROVIDED FOR YOUR CONVENIENCE ONLY AND THEIR USE IS AT YOUR SOLE DISCRETION AND RISK.
All links to this Site or any of its pages require the prior express written consent of SPX, except that SPX consents to external links in circumstances in which all of the following are present: (a) the link is text-only and contains only the name “SPX Corporation”; (b) the link directs the Internet browser to the main page of the Site and not to other web site pages within this Site; (c) the link, when in use with any browser, displays the entire Site full screen without frames and does not utilize banner advertisement or pop-up advertisements or otherwise obscure, hide, modify or minimize any page contained in the Site; (d) the appearance, display or formatting of any page on the Site is not juxtaposed, associated with, positioned with, or otherwise related to any other activity, product, entity or person such as to create a false impression that SPX has a relationship with any such activity, individual, entity or product or that SPX endorses, sponsors or is associated with such activity, individual, entity or product when it is not; and (e) does not damage, disparage or deplete the goodwill associated with any trade name, trademark or service mark belonging to or associated with SPX. At any time and for any reason, SPX, in its sole discretion and without any liability to you, may revoke this consent to link to the Site.
7. WARRANTY DISCLAIMERS, INVESTMENT INFORMATION, DAMAGE LIMITATION, INDEMNIFICATION
THE SITE, OPERATION OF THE SITE CODE, SITE CONTENTS (INCLUDING BUT NOT LIMITED TO LINKED SITE CONTENTS), AS WELL AS THE OPERATION OF AND EFFECTS OF ACCESS TO THIS SITE AND LINKED SITES, ARE PROVIDED “AS IS.” SPX, ITS PREDECESSORS, OWNERS, DIRECTORS, OFFICERS, PERSONNEL, LICENSORS, SUPPLIERS, AGENTS, AND CONTRACTORS SPECIFICALLY DISCLAIM ANY AND ALL STATUTORY, EXPRESS OR IMPLIED WARRANTIES INCLUDING BUT NOT LIMITED TO WARRANTIES OF: (1) SUITABILITY FOR ANY PARTICULAR PURPOSE, (2) MERCHANTABILITY, (3) COMPLETENESS, (4) ACCURACY, (5) NON-INFRINGEMENT, AND (6) FREEDOM FROM TECHNICAL ERRORS OR UNAUTHORIZED, INJURIOUS INTRUSIONS OR ITEMS, SUCH AS HACKING, VIRUSES, AND OTHER HARMFUL COMPONENTS.
IRRESPECTIVE OF WHETHER A CLAIM IS BASED UPON CONTRACT, NEGLIGENCE, TORT OR OTHER PRINCIPLES, AND IRRESPECTIVE OF WHETHER THEY HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES, SPX, ITS PREDECESSORS, OWNERS, DIRECTORS, OFFICERS, PERSONNEL, LICENSORS, SUPPLIERS, AGENTS, AND CONTRACTORS SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, DAMAGES FOR LOST PROFITS OR OPPORTUNITIES, OR DAMAGES FOR BUSINESS DISRUPTION OR LOSS OF INFORMATION.
TERMS REGARDING THE DEMONSTRATION, TESTING, SALE, TRANSFER, LICENSE OR USE OF SPX’S PRODUCTS AND SERVICES MAY CONTAIN ADDITIONAL PROVISIONS AND DISCLAIMERS.
PLEASE NOTE THAT SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES AND/OR LIABILITIES. THEREFORE, SOME OF THE ABOVE TERMS MAY BE INAPPLICABLE TO PARTICULAR CIRCUMSTANCES.
You agree to indemnify, defend and hold harmless SPX, its predecessors, owners, directors, officers, personnel, suppliers, agents and contractors from any and all claims and causes of actions arising from or related to any violation of the SATS by you or by others that gain access to the Site through your system or to whom you have provided access to Site Contents. SPX reserves the option, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with SPX in asserting any available defenses. You shall be responsible for any damages or fines assessed due to violation of the SATS by you or others that gain access to the Site through your system or to whom you have provided access to Site Contents.
8. PRODUCTS AND SERVICES
9. CHANGES TO SITE OR TERMS OF ACCESS AND USE
SPX reserves the right, at its sole discretion, without advance notice, to change, modify, add or remove all or any portion of the Site or the SATS. Changes to the SATS shall be immediately effective when posted. You agree to review the SATS periodically to be aware of any changes. Your access to and continued use of the Site after the changes are posted shall constitute acceptance of those changes. Also, events may occur that result in disruption or discontinuation of access to the Site, removal of specific Site Contents or corruption of Site Code. Therefore, SPX reserves the right, without liability, to: (1) discontinue provision of access to the Site to any and all users without notice; and (2) remove or modify any Site Content.
10. CHANGES IN SITE OR RIGHTS OWNERSHIP
You agree that these SATS and SPX’s interests, rights and obligations hereunder, can be transferred by SPX to a subsequent owner of an interest in this Site or any of the Site Contents.
11. ACCESS FROM OUTSIDE OF THE UNITED STATES AND EXPORT CONTROL MATTERS
By providing personal information and other information through use of the Site, all users, including, but not limited to, users in the European Union, fully understand and consent to the collection and processing of such information in the United States of America. This Site is operated from a location in the State of North Carolina, United States of America. SPX makes no representation that the Site, the Site Contents, links or the Site Code are appropriate for use in countries other than the United States. All users are responsible for compliance with applicable laws.
Software, information and technology provided for downloading or otherwise obtained via this Site may be subject to U.S. export controls, such as the Export Administration Act (50 U.S.C. Appx. §§ 2401 et seq.) and the Export Administration Regulations (“EAR”, 50 C.F.R. Parts 730-774), and may be subject to export or import regulations in other countries. You are responsible for complying with all trade regulations and laws both foreign and domestic. Except as authorized by law, you agree and warrant not to export or re-export the Site Contents, Site Code or any other items or information gained via this Site to any country, or to any person, entity, or end-user subject to U.S. export controls, including without limitation persons or entities listed on the U.S. Department of Commerce Bureau of Export Administration’s Denied Parties List and the U.S. Department of Treasury’s Specially Designated Nationals. You further represent and warrant that no U.S. federal agency has suspended, revoked, or denied your export privileges.
12. COMMUNICATIONS REGARDING COPYRIGHT AND OTHER MATTERS
If you believe that any Site Code or Contents in a linked site or in this Site, including but not limited to Visitor Contributions, infringes a copyright or other proprietary right or is otherwise injurious, please forward the following information to our Copyright & Notice Agent at the address specified below:
Our Copyright Agent and recipient for other communications regarding the Site is:
Attn: Manager – Communications
13320-A Ballantyne Corporate Place
Charlotte, NC 28277 USA
We seek to preserve all rights and exemptions from liability available under law, including without limitation, copyright law, but we do not stipulate that we are a “service provider” for all purposes.
13. JURISDICTION, DISPUTE RESOLUTION, INTERPRETATION, SEVERABILITY AND MERGER
These SATS, and all disputes arising from or related to them, their interpretation or their subject matters (including but not limited to Site Contents) shall be governed by, resolved and remedied in accordance with the laws of the State of North Carolina, USA (without resort to conflict of law principles) as it applies to agreements entered into and to be performed entirely within such State and to acts or omissions occurring wholly within the State. Any claims arising from or related to the SATS or their subject matters shall be brought and resolved only in the appropriate State or Federal Courts located in North Carolina and you expressly consent to the jurisdiction and exclusive venue of said courts. However, SPX, at its sole discretion, can also institute or convert any action (no matter which party initiates it) to an arbitration under the applicable rules of the American Arbitration Association, said arbitration to: (1) apply the choice of law specified above; and (2) take place in Charlotte, North Carolina.
If otherwise applicable hereto, the Uniform Computer Information Transactions Act (as adopted by any State) and the United Nations Convention for the International Sale of Goods are hereby agreed not to be applicable to these SATS and their subject matters. In addition, all disclaimable or waivable local and international provisions related to choice of law or dispute resolution are waived or disclaimed by you in favor of the above choice of North Carolina law, jurisdiction and forums for dispute resolution.
You agree and represent that you have carefully considered the SATS and that ambiguities, if any, shall not be enforced against the drafter but shall be fairly read so as not to prejudice the rights of SPX. The section headings in these SATS are for convenience only and do not limit or otherwise affect the interpretation of any of the terms in the SATS.
If any provision(s) of the SATS are deemed unenforceable in a determination by a body with proper jurisdiction, the parties agree (without waiving rights of appeal) that the unenforceable provision(s) shall be: (1) reconstituted to approximate as closely as lawfully possible the evident intent of the original provision(s); or (2) if option (1), above, cannot be implemented, the unenforceable provision(s) shall be excised from the SATS and the parties shall negotiate in good faith with respect to their modification. If the parties cannot agree to a modification, the SATS shall be enforced, without the unenforceable provision, in a fair manner that most closely approximates the evident intent or understanding of the parties.
These SATS comprise the entire agreement between the parties relating to the matters contained herein and shall not be modified except in a writing supplied by SPX, such as modified SATS.
Site Contents, Site Code and SATS © 2015 SPX Corporation. All Rights Reserved.