Welcome to the Modine.com Website (the "Website"). The services provided by Modine Manufacturing Company ("Modine") through the Website ("Service" or "Services") and the use of the Website are governed by these Terms and Conditions (the "Terms and Conditions"). By accessing or using the Services or the Website or by registering as user ("User"), you agree that (1) you have read and familiarized yourself with the Terms and Conditions, (2) you understand the Terms and Conditions, and (3) you are bound by the Terms and Conditions in your use of the Services and the Website. If you do not agree to the Terms and Conditions, you may not access or use the Services or the Website. The Terms and Conditions, together with any additional terms and conditions specific to a particular transaction (incorporated herein by reference), constitute the entire agreement (the "Agreement") between Modine and User regarding its subject matter and supersede and replace any and all prior or contemporaneous agreements between the parties regarding such subject matter.
Registration and Eligibility. The Services and the Website are only available to persons with the legal capacity to enter into this Agreement. Modine may, at its sole and absolute discretion, refuse to accept a person's (or entity's) registration for certain Services, and may, at any time after accepting registration, refuse to permit a person's (or entity's) continuing use of the Services and the Website for any reason.
Changes to Services, Website and Terms and Conditions. User acknowledges and agrees that Modine may change, modify, amend, suspend or discontinue any aspect of the Services or the Website, at any time, without notice and without liability to User or to any third party. Modine reserves the right to impose limits on certain features of the Services or the Website, at any time, without notice and without liability to User or to any third party.
Further, User acknowledges and agrees that Modine may amend any or all of the Terms and Conditions (including fees and transaction rules) at any time, at Modine's sole discretion, without notice. Any amendment of the Terms and Conditions will be reflected on the Website. User is encouraged to review periodically the Terms and Conditions posted on the Website. Use of the Services and the Website constitutes acceptance of the Terms and Conditions, including any amendments thereto. The Terms and Conditions were last revised on January __, 2013.
Password and Security. Certain of the Services offered on the Website may require registration. After you register to use the Service or the Website, you will be prompted to select a User name and a User password. User is solely responsible for maintaining the confidentiality of his/her User name and User password. User agrees that he/she shall immediately notify Modine in writing or by electronic mail of any unauthorized use of its User name or User password.
Confidentiality. Those areas of the Website which you access by using a password contain information that is proprietary and confidential information to Modine and its suppliers, including engineering documents, manuals, software, program listings, data file printouts, and other technical and marketing information. By accessing Modine Confidential Information, you agree to keep this information confidential and to use the information solely for the purpose for which the Confidential Information was provided by Modine (e.g. maintaining and supporting your Modine products, or, if you are a Modine supplier or distributor, your customers' products). You also agree to be careful with this Modine Confidential Information and to disclose it only within your company to employees with a "need to know" and who are instructed and agree not to disclose the information and not to use the information for any purpose not permitted by this agreement. You will not alter, decompile, disassemble, reverse engineer, or modify any Modine Confidential Information that you receive.
Modine discourages you from sending us any information that you consider to be confidential or proprietary through this Website. Please note that if you do send us any such information or material, Modine will assume it is not confidential. By sending Modine information or material, you grant Modine an unrestricted, irrevocable license to use, reproduce, display, perform, modify, transmit and distribute those materials or information, and you also agree that Modine is free to use any ideas, concepts, know-how or techniques that you send us for any purpose.
Modine Ownership Information. The information on this Website, along with any materials (including, for example, white papers, press releases, data sheets, product descriptions and FAQs) is the copyrighted work of Modine and/or its suppliers and is protected under US and worldwide copyright laws and treaty provisions. Modine grants you permission to copy such Materials so long as each copy (i) is solely for informational, non-commercial use in support of Modine products and is not modified or revised in any manner, (ii) plainly displays all copyright and other proprietary notices, in the same form and manner as on the original and (iii) displays a statement that the Materials are used solely with permission of Modine.
Any software that you download from the Modine Website is governed exclusively by the license terms accompanying the file or the terms of the license agreement which accompanied the original product licensed by you, and by downloading such software, you agree to abide by the terms of the license. Any reproduction or redistribution of such software not in accordance with the software license is expressly prohibited by law.
Intellectual Property. Modine's trademarks and service marks may be used publicly only with written permission from Modine. All other trademarks, brands, and names are the property of their respective owners.
Except as expressly granted in this section (or to you specifically in writing), Modine and its suppliers do not grant any express or implied right to you under any patents, copyrights, trademarks, or trade secret information.
User Conduct. User is solely responsible for all conduct and transmissions that take place under its User name and password.
User represents, warrants and covenants that during its use of the Services and the Website User shall not:
(a) violate any applicable local, state, national or international law, statute, ordinance, rule or regulation.
(b) interfere with or disrupt computer networks connected to the Service or the Website;
(c) impersonate any other person or entity, or make any misrepresentation as to User's employment by or affiliation with any other person or entity;
(d) forge headers or in any manner manipulate identifiers in order to disguise the origin of any User Information;
(e) upload, post, transmit, publish, or distribute any material or information for which User does not have all necessary rights and licenses;
(f) upload, post, transmit, publish, or distribute any material which infringes, violates, breaches or otherwise contravenes the rights of any third party, including any copyright, trademark, patent, rights of privacy or publicity or any other proprietary right;
(g) interfere with or disrupt the use of the Services or the Website by any other User, or "stalk," threaten, or in any manner harass another User;
(h) upload, post, transmit, publish, or distribute any unauthorized or unsolicited advertising, solicitations, offers for the sale of services, unsolicited communications, or offers for any "investment opportunities;"
(i) upload, post, transmit, publish, or distribute any material or information that contains a computer virus, or other code, files or programs intending in any manner to disrupt or interfere with the functioning of the Services, the Website, or that of other computer systems;
(j) use the Services or the Website in such a manner as to gain unauthorized entry or access to the computer systems of others;
(k) upload, post, transmit, publish or distribute any material or information that represents or encourages conduct that would constitute a criminal offense, give rise to other liability, or otherwise violate applicable law;
(l) upload, post, transmit, publish, or distribute any material or information that is unlawful, or which may potentially be perceived as being harmful, threatening, abusive, harassing, defamatory, libelous, vulgar, obscene, or racially, ethnically, or otherwise objectionable; or
(m) reproduce, copy, modify, sell, distribute or otherwise exploit for any commercial purposes the Services or the Website, or any component thereof (including, but not limited to any materials or information accessible through the Website).
Forward Looking Statements. This Website may contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. Forward-looking statements include information concerning future financial results of Modine. Also, when words such as "intend," "anticipate," "believe," "expect," or "plan," or similar expressions are used, these words indicate forward looking statements. These statements are not guarantees of future performance and involve known risks and unknown risks, uncertainties, and other factors that may cause the actual results, performance, or achievements to differ materially from the future results, performance, or achievements expressed or implied in the forward-looking statements. Modine does not assume any obligation to update any of these forward-looking statements. Please refer to Modine's filings with the Securities and Exchange Commission, including the most recent Form 10-K and Form 10-Q.
Termination. Modine expressly reserves the right to terminate the use of, or to refuse to permit the use of, the Services and the Website by any person or entity, at the sole discretion of Modine, for any reason and without notice.
No Relationship. User and Modine are independent contractors. Neither party is an agent, representative, broker, employee, partner or joint venturer of the other party. This Agreement shall not be interpreted or construed to create an association, joint venture, agency, franchise or partnership between the parties or to impose any partnership obligation or liability upon either party.
Links to Third Parties. The Services and the Website may provide links to the websites or services of others ("Third-Party Sites"). Links to such Third-Party Sites do not constitute an endorsement by Modine of such Sites, or the products, content, materials or information presented or made available by such Sites. User acknowledges and agrees that Modine is not responsible for any damages or losses caused or alleged to have been caused by the use of any Third-Party Sites, or from the products, content, material, services or information presented by or made available through such Sites.
Downloading Information/Material. User hereby releases Modine, its affiliates and subsidiaries, and their respective directors, officers, employees, agents, shareholders, partners, successors and assigns from any and all actual or alleged damages that may result from User downloading any information or materials from the Website.
Choice of Law; Consent to Jurisdiction. This Agreement, and all questions with respect to the interpretation of this Agreement, shall be governed by and construed in accordance with the internal laws of the State of Wisconsin, without regard for conflict of laws provisions. User expressly consents to personal and exclusive jurisdiction in the courts of the State of Wisconsin.
Indemnification. User will defend, indemnify and hold harmless Modine, its affiliates and subsidiaries, and their respective directors, officers, employees, agents, shareholders, partners, successors and assigns (collectively, "Indemnified Parties"), from and against any claim, loss, damage, liabilities, judgments, fees and expenses related thereto (including, without limitation, reasonable attorney's fees) incurred by any of the Indemnified Parties arising from or related to: (1) the use of the Services or the Website by User, (2) any breach or violation of these Terms and Conditions by User and (3) any breach of any of User's representations, warranties and covenants.
Disclaimer of Warranties. THE SERVICES AND THE WEBSITE, INCLUDING ALL CONTENT, FUNCTIONS, MATERIALS, SERVICES AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE SERVICES OR THE WEBSITE, ARE PROVIDED ON AN "AS IS," "WHERE IS," "AS AVAILABLE" BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. MODINE DOES NOT WARRANT THAT THE SERVICES OR THE FUNCTIONS, FEATURES OR CONTENT CONTAINED MADE AVAILABLE ON OR ACCESSED THROUGH SERVICES OR THE WEBSITE, INCLUDING WITHOUT LIMITATION ANY THIRD-PARTY SOFTWARE, PRODUCTS OR OTHER MATERIALS USED IN CONNECTION WITH THE SERVICES OR THE WEBSITE, WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. MODINE MAKES NO WARRANTY THAT THE WEBSITE OR THE SERVICES WILL MEET USER'S REQUIREMENTS. IF USER IS DISSATISFIED WITH THE SERVICES OF THE WEBSITE, USER'S SOLE REMEDY IS TO DISCONTINUE USING THE SERVICES AND THE WEBSITE. MODINE MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICES OF THE WEBSITE OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICES OF THE WEBSITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY USER FROM MODINE OR THROUGH THE SERVICES OR THE WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THE AGREEMENT. MODINE EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR ANY MISREPRESENTATIONS OR BREACHES COMMITTED BY ANY USER.
Limitation of Liability. THE MATERIALS ACCESSIBLE FROM OR ON THIS WEBSITE ARE PROVIDED "AS IS," AND MODINE EXPRESSLY DISCLAIMS ANY IMPLIED OR EXPRESS WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RELATING TO SUCH MATERIAL. IN NO EVENT SHALL MODINE BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING (WITHOUT LIMITATION) SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES RESULTING FROM USE OF OR RELIANCE ON THE INFORMATION PRESENTED, LOSS OF PROFITS OR REVENUES OR COSTS OF REPLACEMENT GOODS.
THE FOREGOING LIMITATION SHALL APPLY AND SURVIVE NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
Although Modine has attempted to provide accurate information on this Website as a service to its users, Modine assumes no responsibility for, and makes no representations with respect to, the accuracy of the information. Modine may change the programs or products mentioned at any time without notice. Mention of non-Modine products or services is for information purposes only and constitutes neither an endorsement nor a recommendation. Because international information is provided at this Web site, not all products or programs mentioned will be available in your country. Please contact your local sales representative for information as to products and services available in your country.
Export. This Website originates and is maintained in the United States. Modine makes no representation regarding the legality, appropriateness or availability for use of materials available on this Website from or in countries other than the United States. Any use or export of materials on this Website is subject to applicable U.S. laws and regulations in effect at the time of the use or export including, but not limited to, U.S. export laws and regulations. User's use of this Website is limited to those uses that are in compliance with such laws and regulations. If User uses this site from a country other than the United States, User does so at User's own risk, and User is responsible for complying with any applicable local laws and regulations.
Notices. Notices shall be given:
To Modine: To be valid, notices must be sent by email (email@example.com) and by certified mail, return receipt requested, to Modine Manufacturing Company; Attention Legal Department; 1500 De Koven Ave, Racine, WI 53403 or to such other address as may be designated from time to time.
To User: Notices to User will be sent by email at the email address reflected in User's registration information, if provided.
Notices to User shall be deemed to have been received 24 hours after the email is sent. Notices to Modine shall be deemed to have been given three days after the date of mailing by certified mail, return receipt requested.
Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be enforced to the maximum extent permissible so as to effect the intent of this Agreement, and the remainder of this Agreement shall continue in full force and effect.
Waiver. The failure of Modine to exercise or enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision.