TERMS AND CONDITIONS
General Terms and Conditions
TERMS OF USE GOVERNING THE ACCESS TO AND USE OF SPX ENHANCE SA'S WEBSITE
PLEASE READ ALL OF THE FOLLOWING TERMS AND CONDITIONS OF USE FOR THIS WEBSITE ("TCU") BEFORE USING THIS SITE. By continuing to access, link to, or use this website, or any service accessible via this website, you signify YOUR ACCEPTANCE OF THE TCU. SPX ENHANCE SA ("SPXE") reserves the right to amend, remove, or add to the TCU at any time. Such modifications shall be effective immediately. Accordingly, please continue to review the TCU whenever accessing, linking to, or using SPXE's website (the "WEBSITE"). Your access, link to, or use of the WEBSITE, or any service accessible from the WEBSITE, after the posting of modifications to the TCU will constitute YOUR ACCEPTANCE OF THE TCU, as modified. If, at any time, you do not wish to accept the TCU, you may not access, link to, or use the WEBSITE. Any terms and conditions proposed by you which are in addition to or which conflict with the TCU are expressly rejected by SPXE and shall be of no force or effect.
GENERAL TERMS
User Consent to the TCU
You represent that you have read and agree to be bound by the TCU.Intellectual Property
The WEBSITE, including but not limited to text, content, photographs, video, audio, links, software and graphics, is protected by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws of USA and other countries. The WEBSITE is also protected as a collective work or compilation under Swiss copyright and other laws and treaties. All individual articles, columns and other elements making up the WEBSITE are also copyrighted works. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the WEBSITE. You acknowledge that the WEBSITE has been developed, compiled, prepared, revised, selected, and arranged by SPXE, its general and limited partners, and its subsidiaries, and their respective general partners and affiliates (collectively "SPXE") and others (including certain other information sources) through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitutes valuable intellectual property of SPXE and such others. You agree to protect the proprietary rights of SPXE and all others having rights in the WEBSITE during and after the term of this agreement and to comply with all reasonable written requests made by SPXE or its suppliers and licensors of content, equipment, or otherwise ("Suppliers") to protect their and others' contractual, statutory, and law rights in the WEBSITE. You agree to notify SPXE in writing promptly upon becoming aware of any unauthorized access or use of the WEBSITE by any individual or entity or of any claim that the WEBSITE infringes upon any copyright, trademark, or other contractual, statutory, or law rights. All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations relating to the WEBSITE (the "Intellectual Property Rights") shall, as between you and SPXE, at all times be and remain the sole and exclusive property of SPXE. All present and future rights in and title to the WEBSITE (including the right to exploit the WEBSITE and any portions of the WEBSITE over any present or future technology) are reserved to SPXE for its exclusive use. Except as specifically permitted by the TCU, you may not copy or make any use of the WEBSITE or any portion thereof. Except as specifically permitted herein, you shall not use the Intellectual Property Rights or the WEBSITE, or the names of any individual participant in, or contributor to, the WEBSITE, or any variations or derivatives thereof, for any purpose, without SPXE's prior written approval.
Restrictions on Use
You may not use the WEBSITE for any illegal purpose, for the facilitation of the violation of any law or regulation, or in any manner inconsistent with the TCU. Except written agreement between you and SPXE, you agree to use the WEBSITE solely for your own use and benefit, and not for resale or other transfer or disposition to, or use by or for the benefit of, any other person. You agree not to use, transfer, distribute, or dispose of any information contained in the WEBSITE in any manner that could compete with the business of SPXE or any of its Suppliers.
You may not copy, reproduce, recompile, decompile, disassemble, reverse engineer, distribute, publish, display, perform, modify, upload to, create derivative works from, transmit, or in any way exploit any part of the WEBSITE, except that you may download material from the WEBSITE and/or make one print copy for your own personal, non-commercial use, provided that you retain all copyright and other proprietary notices. You may not recirculate, redistribute or publish the analysis and presentation included in the WEBSITE without SPXE's prior written consent. You may not offer any part of the WEBSITE for sale or distribute it over any other medium including but not limited to over-the-air television or radio broadcast, a computer network or hyperlink framing on the Internet without the prior written consent of SPXE. The WEBSITE and the information contained therein may not be used to construct a database of any kind. Nor may the WEBSITE be stored (in its entirety or in any part) in databases for access by you or any third party or to distribute any database WEBSITEs containing all or part of the WEBSITE. You may not use the WEBSITE in any way to improve the quality of any data sold or contributed by you to any third party.
You may not input, distribute, upload, post, email, transmit or otherwise make available any content through the WEBSITE that: (i) is promotional in nature, including solicitations for funds or business, without the prior written authorization of SPXE, or constitutes junk mail, spam, chain letters, pyramid schemes or the like; (ii) is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libellous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; (iii) you do not have the right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (iv) infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; (v) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware, or telecommunications equipment; (vi) is harmful to minors; or (vii) constitutes the personally identifiable information of any other person that such person has not authorized you to disclose.
You may not use any of the trademarks, trade names, service marks, copyrights, or logos of SPXE in any manner which creates the impression that such items belong to or are associated with you or are used with SPXE's consent, and you acknowledge that you have no ownership rights in and to any of such items.
You may neither interfere with nor attempt to interfere with nor otherwise disrupt the proper working of the WEBSITE, any activities conducted on or through the WEBSITE or any servers or networks connected to the WEBSITE. You may neither obtain nor attempt to obtain through any means any materials or information on the WEBSITE that have not been intentionally made publicly available either by public display on the WEBSITE or through accessibility by a visible link on the WEBSITE. You shall not violate the security of the WEBSITE or attempt to gain unauthorized access to the WEBSITE, data, materials, information, computer systems or networks connected to any server associated with the WEBSITE, through hacking, DDoS attack, password timing or any other means. You may neither take nor attempt any action that, in the sole discretion of SPXE, imposes or may impose an unreasonable or disproportionately large load or burden on the WEBSITE or the infrastructure of the WEBSITE. You shall not use or attempt to use any "scraper," "robot," "bot," "spider," "data mining," "computer code," or any other automate device, program, tool, algorithm, process or methodology to access, acquire, copy, or monitor any portion of the WEBSITE, any data or content found on or accessed through the WEBSITE, or any other WEBSITE information without the prior express written consent of SPXE. You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any other content.
You confirm having been informed and understood that the WEBSITE does not constitute in itself a service of SPXE.
License
(i) You acquire absolutely no rights or licenses in or to the WEBSITE and materials contained within the WEBSITE other than the limited right to use the WEBSITE in accordance with the TCU. Should you choose to download content from the WEBSITE, you must do so in accordance with the TCU. Such download is licensed to you by SPXE ONLY for your own personal, use in accordance with the TCU and does not transfer any other rights to you.
(ii) If you submit material to the WEBSITE or to SPXE or its representative, unless SPXE indicates otherwise, you grant to SPXE a perpetual, nonexclusive, irrevocable, fully paid, royalty-free, sub-licensable and transferable (in whole or in part) worldwide right and license in any and all media, now known or later developed, to use, publish, reproduce, display, modify, transmit digitally, create derivative works based upon, distribute, copy, and otherwise exploit, such content for any purpose whatsoever (including, without limitation, advertising, commercial, promotional and publicity purposes) in SPXE's discretion without additional notice, attribution or consideration to you or to any other person or entity. You also permit any other WEBSITE'S user to access, store, or reproduce such material for that user's personal use. You grant SPXE the right to use the name that you submit in connection with such content. You represent and warrant that you own or otherwise control all of the rights to the material that you submit; that the material you submit is truthful and accurate; that use of the material you supply does not violate this TCU and will not cause injury to any person or entity; and that you will indemnify SPXE and its Suppliers, agents, directors, officers, employees, representatives, successors, and assigns for all claims resulting from material you supply. SPXE and its Suppliers, agents, directors, officers, employees, representatives, successors, and assigns disclaim any responsibility and assume no liability for any material submitted by you or any third party.
Fees
Except express written agreement, the access to and use of the WEBSITE is free of charge and does not require to be a client of SPXE or of its Group companies.
Residence and Legal Restrictions
The WEBSITE provision is not aimed at residents of jurisdictions from which for whatever reason the access to and use of the WEBSITE or any part thereof is either prohibited or strictly regulated. If you are subject to such restrictions, you may not access and use the WEBSITE or any part thereof.
Disclaimer and Limitation of Liability
(i) YOU AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK AND ACKNOWLEDGE THAT THE SERVICE AND ANYTHING CONTAINED WITHIN THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, CONTENT OR ADVERTISEMENTS ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND THAT SPXE MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, NON-INFRINGEMENT, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE OR USE.
(ii) SPXE does not warrant that the WEBSITE is compatible with your equipment or that the WEBSITE, or e-mail sent by SPXE or its representative, is free of errors or viruses, worms or "Trojan horses," or any other harmful, invasive, or corrupted files, and is not liable for any damage you may suffer as a result of such destructive features. You agree that SPXE and its Suppliers, shareholders, agents, directors, officers, employees, representatives, successors, and assigns shall have no responsibility or liability for: (i) any injury or damages, whether caused by the negligence of SPXE, their respective affiliates, Suppliers, agents, directors, officers, employees, representatives, general partner, subsidiaries, successors, and assigns, or otherwise arising in connection with the WEBSITE and shall not be liable for any lost profits, losses, punitive, incidental or consequential damages, or any claim against SPXE by any other party; or (ii) any fault, inaccuracy, omission, delay, or any other failure in the WEBSITE caused by your computer equipment or arising from your use of the WEBSITE on such equipment. The content of other websites, services, goods, or advertisements that may be linked to the WEBSITE is not maintained or controlled by SPXE. SPXE is therefore not responsible for the availability, content, or accuracy of other websites, services, or goods that may be linked to, or advertised on the WEBSITE. SPXE does not: (a) make any warranty, express or implied, with respect to the use of the links provided on, or to, the WEBSITE; (b) guarantee the accuracy, completeness, usefulness or adequacy of any other websites, services, goods, or advertisements that may be linked to the WEBSITE; or (c) make any endorsement, express or implied, of any other websites, services, goods, or advertisements that may be linked to the WEBSITE. SPXE is also not responsible for the reliability or continued availability of the telephone lines, wireless services, communications media, and equipment you use to access the WEBSITE. You understand and acknowledge that SPXE and/or third-party contributors to the WEBSITE may choose at any time to inhibit or prohibit their content from being accessed under the TCU.
(iii) You acknowledge that: (i) the WEBSITE is provided for information purposes only; (ii) the WEBSITE may include certain information taken from stock exchanges and other sources from around the world; (iii) SPXE does not guarantee the sequence, accuracy, completeness, fitness for a specific purpose or timeliness of the WEBSITE; (iv) the provision of certain parts of the WEBSITE is subject to the terms and conditions of other agreements to which SPXE is a party; (v) none of the information contained on the WEBSITE constitutes a solicitation, offer, opinion, or recommendation by SPXE to use, buy or sell any security or other financial instrument or service, or to provide legal, tax, accounting, or investment advice or services regarding the profitability or suitability of any security or service; and (vi) the information provided on the WEBSITE is not intended for use by, or distribution to, any person or entity in any jurisdiction or country where such use or distribution would be contrary to law or regulation. Accordingly, anything to the contrary herein set forth notwithstanding, SPXE, its Suppliers, agents, directors, officers, employees, representatives, successors, and assigns shall not, directly or indirectly, be liable, in any way, to you or any other person for any: (a) inaccuracies or errors in or omissions from the WEBSITE including, but not limited to, quotes and financial data; (b) delays, errors, or interruptions in the transmission or delivery of the WEBSITE and/or any part of its content; or (c) loss or damage arising therefrom or occasioned thereby, or by any reason of non-performance.
(iv) UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL SPXE, ITS SUPPLIERS, AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, SUCCESSORS, OR ASSIGNS BE LIABLE TO YOU FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES EVEN IF SPXE HAS BEEN ADVISED SPECIFICALLY OF THE POSSIBILITY OF SUCH DAMAGES, ARISING FROM THE USE OF OR INABILITY TO USE THE WEBSITE OR ANY LINKS OR ITEMS ON THE WEBSITE OR ANY PROVISION OF THE TCU, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL SPXE'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING BUT NOT LIMITED TO, NEGLIGENCE) EXCEED THE AMOUNT PAID BY YOU TO SPXE, IF ANY, FOR ACCESSING THE WEBSITE.
Your Authority to Agree to this TCU
You represent, warrant and covenant that you have the power and authority to enter into this agreement.
Indemnification
You agree, at your own expense, to indemnify, defend and hold harmless SPXE, its Suppliers, agents, directors, officers, employees, representatives, successors, and assigns from and against any and all claims, damages, liabilities, costs, and expenses, including reasonable attorneys' and experts' fees, arising out of or in connection with the WEBSITE, or any links on the WEBSITE, including, but not limited to: (i) your use or someone using your computer's use of the WEBSITE; (ii) a violation of the TCU by you or anyone using your computer (or account, where applicable); (iii) a claim that any use of the WEBSITE by you or someone using your computer infringes any intellectual property right of any third party, or any right of privacy or publicity, is libellous or defamatory, or otherwise results in injury or damage to any third party; (iv) any deletions, additions, insertions or alterations to, or any unauthorized use of the WEBSITE by you or someone using your computer; (v) any misrepresentation or breach of representation or warranty made by you contained herein; or (vi) any breach of any covenant or agreement to be performed by you hereunder. You agree to pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys' fees and costs awarded against or otherwise incurred by or in connection with or arising from any such claim, suit, action, or proceeding attributable to any such claim. SPXE reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with SPXE in asserting any available defence. You acknowledge and agree to pay SPXE's reasonable attorneys' fees incurred in connection with any and all lawsuits brought against you by SPXE under the TCU and any other terms and conditions applicable to the access and use of the WEBSITE, including without limitation, lawsuits arising from your failure to indemnify SPXE pursuant to the TCU.
Termination
You may terminate the TCU, with or without cause and at any time, by discontinuing your access and use of the WEBSITE and destroying all materials obtained from the WEBSITE.
You agree that, without notice, SPXE may terminate the TCU, or suspend your access to the WEBSITE, with or without cause at any time and effective immediately. The TCU will terminate immediately without notice from SPXE if you, in SPXE's sole discretion, fail to comply with any provision of the TCU.
SPXE shall not be liable to you or any third party for the termination or suspension of the WEBSITE and/or access to the latter, or any claims related to the termination or suspension of the WEBSITE.Upon termination of the TCU by you or SPXE, you must discontinue your access and use of the WEBSITE and destroy promptly all materials obtained from the WEBSITE and any copies thereof.
Applicable Law and Jurisdiction
The place of performance of the TCU and of all the obligations arising from the TCU is California, USA.
The TCU are subject to and shall be construed in accordance with USA law without reference to its conflict of law rules, such as the USA Private International Law act, as the sole and exclusive governing law.
Any dispute, controversy or claim arising out of, or in relation to, the TCU, including the validity, invalidity, breach, or termination thereof, shall be resolved by arbitration in accordance with the US Rules of International Arbitration of the US Chambers' Arbitration Institution in force on the date on which the Notice of Arbitration is submitted in accordance with these Rules. The number of Arbitrators shall be three, unless the Rules specify otherwise. The seat of the Arbitration shall be California, USA. The arbitral proceedings shall be conducted in English.
This Section shall survive any termination of the TCU.
Miscellaneous
You accept that SPXE has the right to change the accessibility, content or technical specifications of any aspect of the WEBSITE at any time in SPXE's sole discretion. You further accept that such changes may result in you being unable to access and/or use the WEBSITE. The failure of SPXE to exercise or enforce any right or provision of the TCU shall not constitute a waiver of such right or provision. Sections 2 through 13 shall survive any termination of the TCU.
In case of discrepancy between the English version of the WEBSITE and other language versions of the WEBSITE, the English version shall prevail. Translations of the WEBSITE in other languages are not binding on SPXE.
Headings
The section titles in the TCU are used solely for the convenience of you and SPXE and have no legal or contractual significance.
Severability
If at any time any provision of the TCU is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, that provision will be enforced to the maximum extent permissible and neither the legality, validity or enforceability of the remaining provisions of the TCU under the law of that jurisdiction nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall be in any way affected.
Entire Agreement
The TCU and any other terms and conditions of use on the WEBSITE, and its successor, constitute the entire agreement between you and SPXE and govern your use of the WEBSITE.
LINK THE WEBSITE
YOU MAY NOT LINK TO OR FRAME THE WEBSITE, OR ANY PORTION THEREOF, EXCEPT AS PROVIDED HEREIN OR WITH PRELIMINARY EXPRESS AND EVIDENCED CONSENT OF SPXE.
Intellectual Property
Upon linking to the WEBSITE pursuant to the TCU, you will be granted a non-exclusive, non-transferable, royalty-free sub-license to use the SPXE mark owned by SPX ENHANCE SA solely for providing an underlined, textual link from your website to www.spxenhance.com. No other use of SPXE's marks, names or logos is permitted without express written permission from SPXE.
Restrictions on Linking to the WEBSITE
Without limiting other provisions contained in the TCU, you may include a link(s) on your website to www.spxenhance.com publicly accessible Web pages. You may not link to www.spxenhance.com any site containing an inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material including but not limited to pictures, videos, or information that violates any applicable intellectual property, proprietary, privacy or publicity rights.
