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Thank you for visiting the SPX Kemp Web Site (the "Site").
In light of the complexities governing the use and operation of web
sites, we have set forth below a series of Access and Use Terms
("SATS") that apply to your access to and use of 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. We hope that you will understand that, in the complex legal
world of the internet, access and use terms are required. We have also
included below, as part of the SATS, an identification of SPX Kemp's
agent for receipt of notice regarding copyright claims and other
communications regarding the Site. 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 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 agree:
a)
Not to alter the image and text in any manner or use them in a manner
specifically prohibited by these SATs or by the instructions in the Site.
b)
To use the copies for your own informational purposes only. For example,
unless expressly authorized by SPX Kemp, you agree not to place any Site
Contents on a network and will not use any Site Contents to advertise or
otherwise promote any products or services not provided by SPX Kemp.
c)
To place the following notation on your copies: " ©2007 SPX
Corporation. All Rights Reserved. See SPX Kemp Web Site for Access and
Use Terms for additional information and conditions of use.
d)
SPX Kemp 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 or other Site features. If requested
by SPX Kemp, you agree to cease using and/or destroy any copies of the
subject Content.
e)
Unless expressly permitted in writing from SPX Kemp, you will not frame,
link, or commercially exploit either the Site, Site Contents or the Site
Code unless specifically authorized by SPX Kemp to do so.
f)
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.
2. OWNERSHIP OF TRADEMARKS, COPYRIGHTS AND OTHER PROPRIETARY RIGHTS
All trademarks, service 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 Kemp or its licensors.
Nothing in these SATS or any Site Contents shall convey an ownership interest
or a non-terminable license in any Site Contents or any Site Code.
3. SUBMISSIONS AND USER GRANT OF LICENSE
SPX Kemp is pleased to hear from its customers and Site users. We welcome
your input. However, due to legal requirements, we cannot provide
compensation for, agree to consider, or agree in advance to keep confidential,
any submission of creative ideas, disclosures of inventions, other disclosures
of potentially useful information, or submissions of any other content. In
order to avoid confusion and unmanageable situations, all content submitted by
you via the Site or through any contact information provided in the Site (e.g.,
addresses, e-mail addresses, telephone numbers, links) is provided with a
paid-up, perpetual, non-exclusive license, effective everywhere, to SPX Kemp to
consider, retain, copy, use, publish, modify, disclose and otherwise exploit the
content, at SPX Kemp's sole discretion. SPX Kemp does not, however, engage in
the practice of selling Site users identifying information to third parties. SPX
Kemp may, in its sole discretion, determine that the submission and its contents
should be kept confidential. Any or all of these license rights can be assigned
and sublicensed by SPX Kemp and they apply to all manner of copying, display,
distribution, transmission, storage, recording or other media or means of
exploitation now known or hereafter invented. If any applicable law, judicial
decision or regulatory requirement restricts or limits the provisions of this
paragraph, SPX Kemp's liability, if any, will be limited in accordance with THE
LIMITATION OF LIABILITY terms in Section 6 of these SATS.
4. PUBLIC COMMUNICATIONS, FORUMS AND INTERACTIVE FEATURES
As a convenience to visitors of the Site, SPX Kemp may provide from time to time,
at its sole discretion, one or more chat areas, message boards, e-mail functions,
contact information, polls, surveys, and other features for use by visitors to the
Site. Such features are referred to herein as "Visitor Features".
SPX Kemp may, in its sole discretion without advanced notice, discontinue provision
of any Visitor Features to any or all Site visitors and may, in its sole discretion,
remove any content provided by a Site visitor. Users of Visitor Features are bound
by and must comply with the SATS, and must agree not to do the following:
a)
Transmit any content that is damaging, disruptive, obscene, unlawful, inaccurate,
defamatory, illegal or otherwise objectionable to SPX Kemp;
b)
Impersonate any other person or entity, provide false or misleading identification
or address information, or invade the privacy or violate the personal or
proprietary right of any person or entity;
c)
Intentionally or unintentionally violate any applicable local, state, national or
international law, including but not limited to regulations having the force of
law while you are using or accessing any Visitor Features;
d)
Infringe the copyrights, trademarks, or other personal or proprietary rights of
any person or entity.
SPX Kemp hopes that all of those who use and have access to the Site will follow
the SATS and otherwise conduct themselves properly. However, SPX Kemp cannot be
responsible for monitoring, verifying or substantiating content or code provided
by third-party users of the Site. Therefore, you agree that SPX Kemp shall not be
liable for any breach of the SATS by third parties or for other injurious behavior
engaged in by third parties who use or gain access to the Site.
5. LINKS
Unless expressly stated otherwise by SPX Kemp, SPX Kemp does not necessarily control
sites that may be linked to or from the Site. SPX Kemp cannot monitor or otherwise
evaluate such sites, and SPX Kemp 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. If you wish to establish a link to this Site,
you must obtain a license from SPX Kemp.
6. 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 KEMP, ITS LICENSORS AND SUPPLIERS 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. WARRANTIES, OR ASPECTS OF THEM, THAT ARE, BY LAW, INCAPABLE OF BEING DISCLAIMED
IN A PARTICULAR JURISDICTION ARE NOT DISCLAIMED IN THAT JURISDICTION.
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 KEMP, ITS
DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, LICENSORS OR SUPPLIERS 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, SALE, LICENSE OR USE OF SPX Kemp PRODUCTS AND SERVICES MAY
CONTAIN ADDITIONAL PROVISIONS AND DISCLAIMERS.
You agree to indemnify, defend and hold harmless SPX Kemp, its owners, affiliates,
subsidiaries, transferees, assigns and their directors, officers, employees, contractors,
licensors and suppliers against all losses, expenses, damages and costs, including but not
limited to reasonable attorneys' fees, resulting from 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 Kemp 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 Kemp 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.
7. PRODUCTS AND SERVICES
Products and services offered through this Site may be subject to license terms and terms of
use or sale that are in addition to, or distinct from, the SATS. Therefore, the provision and
acceptance of any such product or service shall be subject to any additional or distinct terms
supplied by SPX Kemp or the third-party supplier(s) of the product(s) or service(s).
8. CHANGES TO SITE OR TERMS OF ACCESS AND USE
SPX Kemp 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 Kemp 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.
9. CHANGES IN SITE OR RIGHTS OWNERSHIP
You agree that these SATS and SPX Kemp's interests, rights, and obligations hereunder, can be
transferred by SPX Kemp to a subsequent owner of an interest in this Site.
10. PRIVACY TERMS AND ACCESS FROM OUTSIDE THE UNITED STATES
We appreciate that you have visited our Site. Our privacy terms are meant to ensure that the Site
can operate efficiently and be used as a tool to provide services. Sites that link to, or are
linked from, this Site may have different privacy terms.
As with many other web sites, when you visit this Site, our web server or system may automatically
recognize and store information. Examples of such information might include identification of the
type of internet browser used, the type of operating system your computer has, the name of the
internet service provider, the user's "click path," the advertisement or link used to
gain access to the Site, and the exit link or path from the Site. This type of non-personal
information helps us to evaluate the features of our Site and to determine the best ways to provide
our services. At times, we will share such information with our affiliates or parties that are
helping with our Site or working with us. If you provide personal information, such as a name and
address, we may use that information to communicate with you, or our affiliates, or parties working
with us, may use the information to communicate with you. If any personal information is incorrect
or objectionable, please contact the SPX Kemp agent identified in Section 11 of these SATS.
When you visit the Site, we may use the widely-used technology called "cookies." Cookies
are bits of data sent to your browser so that we can enhance or tailor your use of the Site. Most
internet browsers will allow you to erase cookies from your computer's hard drive, block acceptance
of cookies, or receive a warning that a cookie is stored. Please note, however, that if you block
cookies, some portions of the Site may not function properly. Your computer user's manual or help
screen may contain more information on how to eliminate or control the use or storage of cookies.
By providing personal information to our 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
Kemp 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.
11. 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 content provided by third parties via Visitor Features, infringes a copyright or other
proprietary right, please forward the following information to our Copyright Agent at the address
specified below:
a)
Your name, address, telephone number, e-mail address and other pertinent contact information;
b)
A description of the copyrighted work or proprietary right that you believe is infringed;
c)
The URL or a description of where the allegedly infringing content is located;
d)
A statement by you, with respect to the copyright or other proprietary right, that you have a
good faith belief that the disputed use is not authorized by either the owner of the asserted
right, an agent of the owner, or by operation of law;
e)
An electronic or physical signature of the person authorized to act on behalf of the owner of
the asserted right;
f)
A statement by you, made under penalty of perjury, that the above information in your notice is
correct and that you are the owner of the asserted right, or are authorized to act on behalf of
the owner; and
g)
Any other information required for specific notice of the claim and allegedly infringing item.
Our Copyright Agent and recipient for other communications regarding the Site is:
Casey Emery
, Webmaster, 1000 Philadelphia Street, Canonsburg PA 15317, Fax: 724-745-6040, Email:
12. 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 Florida, 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 Florida, and you expressly consent to the jurisdiction and exclusive venue of said courts.
However, SPX Kemp, 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
Ocala, Florida.
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 Florida 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 Kemp.
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 and without undue prejudice to either Party.
These SATS comprise the entire agreement between the Parties relating to the matters contained herein and
shall not be modified except in writing supplied by SPX Kemp.
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