Powertrain Industries - Website Use Agreement

Welcome to this Web site (the “Site”), which is maintained by Powertrain Industries, Inc. or one of its subsidiaries (“Powertrain Industries,” “us” or “we”). The following terms and conditions (“Terms”) govern your use of this Site. By accessing, viewing, or using the content, material, or any services available on or through this Site, you indicate that you have read and understand these Terms, that you agree to them and intend to be legally bound by them. If you do not agree to these Terms, or if you are under 18 years of age, you are not granted permission to use this Site and must exit immediately. 1. REGISTRATION In order to access certain content, services, products or benefits on the Site, including, where available, to receive text message and/or email alerts, to sign up for training, to purchase Powertrain Industries products online or to use the live support feature of the Site, you may be asked to register and create an account. As part of the registration process, you will be asked to select a login and password. You may be required to provide Powertrain Industries with certain information about yourself including some types of personally identifying information such as your email and your phone number. By creating and account and entering any information on the Site, you represent and warrant that: (i) you are at least 18 years of age; (ii) you are using your actual identity; (iii) you have provided only true, accurate, current and complete information; and (iv) you will maintain and promptly update the information that you provide to keep it true, accurate, current and complete. If you wish to cancel an account username or password, or if you become aware of any loss, theft or unauthorized use of a username or password, please notify us immediately. We reserve the right to delete or change any username or password at any time and for any reason. You are fully responsible for your account, including use of the account by any third party and maintaining the confidentiality of your password. See “Privacy Statement” below for information regarding Powertrain Industries’s privacy policy and practices. 2. PROPRIETARY RIGHTS As between any user and Powertrain Industries, Powertrain Industries owns or licenses all data, content, audio clips, video clips, artwork, images, photographs, graphics, functional components, software and software concepts, documentation and other material on, in or made available through the Site (“Site Material”), as well as the selection, coordination, arrangement, and organization and enhancement of the Site Material. All Site Material is protected pursuant to United States copyright, trademark, patent and other applicable laws. You agree not to remove or alter any copyright notice or any other proprietary notice on any Site Materials. As between any user and Powertrain Industries, all names, trademarks, service marks, certification marks, symbols, slogans or logos appearing on the Site are proprietary to Powertrain Industries or its affiliates, licensors, suppliers or clients. Use or misuse of these trademarks is expressly prohibited and may violate federal and state trademark law. Under no circumstances will you have any rights of any kind in or to the Site, other than the right to use the Site in accordance with these Terms. 3. UNAUTHORIZED ACTIVITIES You agree not to modify, distribute, copy, exchange, disseminate, archive, reproduce, transmit, publicly display, publicly perform, broadcast, retransmit, publish by hard copy or electronic means, adapt, edit, compile or create derivative works of the Site Material or otherwise use the Site Material in any way for any purpose without prior written approval from Powertrain Industries. You may not frame, capture, harvest, collect, or create hypertext or other links or connections to any part of the Site or Site Materials without Powertrain Industries’s prior written consent. You agree that you will not use the Site for (a) any illegal or unauthorized purposes that violate any laws (including import, export and copyright laws); (b) modifying, adapting or hacking into the Site or for modifying another website so as to falsely imply that it is associated with Powertrain Industries; (c) uploading, posting, hosting, or transmitting worms or viruses or any code of a destructive nature; (d) contacting any other user of the Site who has requested not to be contacted; or (e) attempting to gain unauthorized access to Powertrain Industries’s computer system or engaging in any activity that interferes with the performance of, or impairs the functionality of the Site or any services provided through the Site. You acknowledge and agree that the unauthorized use of the Site Material could cause irreparable harm to Powertrain Industries and that in the event of such unauthorized use, Powertrain Industries shall be entitled to an injunction in addition to any other remedies available at law or in equity. 4. MATERIAL SUBMITTED TO THE SITE We welcome comments about our Site, and the Site may allow you to contribute content, information, text, files, graphics, messages, and other materials and information for access, use, and commentary by other users to the Site (“User Content”). Upon your submission of User Content or other material or information to Powertrain Industries, you grant Powertrain Industries a worldwide, perpetual, non-terminable, irrevocable, transferable, license to access, use, distribute, perform, reproduce, display, modify, create derivative works based upon, and sublicense, and to permit others to access, use, distribute, perform, reproduce, display, modify and create derivative works based upon the User Content, all without any compensation to you whatsoever. Powertrain Industries accepts ideas about new product, advertising, marketing and packaging, concepts and improvements (“Ideas”). If you provide Powertrain Industries with any Ideas, such Ideas shall be considered non-proprietary and non-confidential, and shall become the exclusive property of Powertrain Industries, which may or may not use the Ideas for any purpose. The marketing staff of Powertrain Industries and its consultants may very well be considering an identical or similar Idea. The purpose of this policy is to avoid confusion about the ownership of new concepts and ideas. By sending or posting User Content, you represent that you have the full legal right to provide the User Content and that use of the User Content by the Site and all other persons and entities will not (a) infringe any intellectual property rights of any person or entity or any rights of publicity, personality, or privacy of any person or entity, including as a result of your failure to obtain consent to post personally identifying or otherwise private information about a person; (b) violate any law, statute, ordinance, or regulation; (c) be defamatory, libelous or trade libelous, unlawfully threatening, or unlawfully harassing; (d) impersonate any person or entity or falsely state or otherwise imply an affiliate with a person or entity that is generally false, deceptive, misleading, deceitful, misinformative or constitutes a “bait and switch”; (e) be obscene, child pornographic, or indecent; (f) violate any community or Internet standard; (g) contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data or personal information, or that facilitate or enable such or that are intended to do any of the foregoing; (h) constitute misappropriation of any trade secret or know-how; or (i) constitute disclosure of any confidential information owned by any third party. If you believe in good faith that your work has been copied in a way that constitutes copyright infringement, please forward the following information to the Copyright Agent named below: • Your address, telephone number, and email address; • A description of the copyrighted work that you claim has been infringed; • A description of the allegedly infringing material and information reasonable sufficient to permit us to locate the material; • A statement by you that you have a good faith belief that the disputed use is not authorized by you, the copyright owner, its agent, or the law; • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and • A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Copyright Agent General Counsel Powertrain Industries, Inc. 3400 East Walnut Street Colmar, PA 18915 info@powertrainindustries.com 5. THIRD PARTY WEB SITES AND CONTENT The Site is available for informational purposes and may contain links to other Internet Web sites for the convenience of users in locating information, products, or services that may be of interest. Use of the Site and the Site Materials and any other material or content on and made available through the Site is entirely at your own risk. Powertrain Industries does not recommend and expressly disclaims any responsibility for the content, the accuracy of the information, or quality of products or services provided by or advertised on third party sites or the transactions you conduct or enter into with third parties. Your use of third parties’ websites is at your own risk, and subject to the terms and conditions of such other websites. Powertrain Industries does not endorse any product, service, or treatment provided on a third party website or advertised on the Site. 6. PRIVACY STATEMENT Any personal information that you provide to Powertrain Industries on the Site is subject to our Privacy Statement. For more information, click here to view the Privacy Statement, which is incorporated into these Terms by reference, as if set forth fully herein. Please be advised that, although Powertrain Industries uses security that it believes to be appropriate to protect the personal identifying information received through the Site, the confidentiality of any communication or material transmitted to Powertrain Industries via the Site or Internet electronic mail cannot be guaranteed, including, for example, personal information such as your address or name. . 7. DISCLAIMER Powertrain Industries, its distributors, customers and affiliates are not responsible for and do not guarantee the accuracy or completeness of any Site Material, User Content, products, software, services, links, advertisements or other items contained within the Site. Powertrain Industries reserves the right to immediately remove any Site Material or User Content for any reason or for no reason. Powertrain Industries cannot and does not review all communications or products made available on or through the Site, but, although not obligated to, may review, verify, make changes to or remove any Site Material, User Content, the Site or the products or services made available in connection with the Site, including information posted to any Site features at any time, with or without notice in its sole discretion. You agree that you must evaluate and bear all risks associated with the use of Site, Site Material, User Content and that you may not rely on such Site Material or any User Content. THE SITE, THE SITE MATERIALS, USER CONTENT, SERVICES, PRODUCTS, INFORMATION AND OTHER MATERIALS ON, IN AND MADE AVAILABLE THROUGH THE SITE ARE MADE AVAILABLE “AS IS” AND “WITH ALL FAULTS.” USE OF THE SITE IS ENTIRELY AT YOUR OWN RISK. DORMAN, ITS LICENSORS, DISTRIBUTORS, CUSTOMERS AND AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES, AND DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, WITH RESPECT TO THE SITE, THE SITE MATERIALS, USER CONTENT, THE SERVICES, PRODUCTS, INFORMATION AND OTHER MATERIALS ON, IN AND MADE AVAILABLE THROUGH THE SITE, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, SYSTEMS INTEGRATION, NON-INTERFERENCE, QUALITY, TITLE, AND NON-INFRINGEMENT. THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, COMPLETENESS AND EFFORT WITH REGARD TO ANY AND ALL SITE MATERIALS, THE SITE, AND THE SERVICES, PRODUCTS, INFORMATION AND OTHER MATERIALS ON, IN AND MADE AVAILABLE THROUGH THE SITE, IS WITH YOU. 8. LIABILITY DORMAN AND ITS AFFILIATES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, EXTRA-CONTRACTUAL, OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER, INCLUDING LOST REVENUES OR LOST PROFITS, WHICH MAY OR DOES RESULT FROM THE USE OF, ACCESS TO, OR INABILITY TO USE THE SITE, THE SITE MATERIALS, USER CONTENT, THE SERVICES, PRODUCTS, INFORMATION AND OTHER MATERIALS ON, IN AND MADE AVAILABLE THROUGH THE SITE, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT YOU OR DORMAN HAD BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES, AND EVEN IF THE REMEDIES OTHERWISE AVAILABLE FAIL OF THEIR ESSENTIAL PURPOSE. UNDER NO CIRCUMSTANCES WILL THE TOTAL LIABILITY OF DORMAN AND ITS LICENSORS, AND CLIENTS TO YOU OR ANY OTHER PERSON OR ENTITY IN CONNECTION WITH, BASED UPON, OR ARISING FROM THE SITE, THE SITE MATERIALS AND USER CONTENT, ON, IN AND MADE AVAILABLE THROUGH THE SITE, OR THE SERVICES, PRODUCTS, SOFTWARE, INFORMATION OR OTHER MATERIALS OFFERED IN CONNECTION THEREWITH EXCEED THE PRICE PAID BY YOU DURING THE PRECEDING YEAR FOR USE OF THE SITE. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IF ANY PART OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE TOTAL LIABILITY OF DORMAN AND ITS LICENSORS AND SHALL NOT EXCEED TEN DOLLARS ($10). If you are dissatisfied with the Site, or with any of these Terms, or feel Powertrain Industries has breached these Terms, your sole and exclusive remedy is to discontinue using the Site. 9. INDEMNIFICATION You shall indemnify Powertrain Industries and its affiliates, and their respective directors, officers, employees, agents, contractors, licensors and clients (“Powertrain Industries Indemnitees”) against all claims, actions, suits, and other proceedings (“Claims”) arising out of or incurred in connection with the Site, your fraud, violation of law, negligence, willful misconduct, or any other use of the Site, the Site Materials, User Content, the services, products (except to the extent contained in any published warranties applicable to the specific product provided by Powertrain Industries separate and apart from the Site), information and other materials on, in and made available through the Site, or any breach by you of these Terms and shall indemnify and hold Powertrain Industries Indemnitees harmless from and against all judgments, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees and attorneys’ disbursements) arising out of or incurred in connection with such Claims. You may not settle any Claim without the prior written consent of Powertrain Industries. Powertrain Industries or its licensors may assume the defense of any Claim, at your sole cost and expense, and you shall cooperate in all reasonable respects in such defense. You shall have the right to employ separate counsel in any Claim and to participate in the defense thereof. If Powertrain Industries does not notify you that it elects to undertake the defense thereof, you shall have the right to defend the Claim with counsel reasonably acceptable to Powertrain Industries, subject to the right of Powertrain Industries to assume, at their sole cost and expense, the defense of any Claim at any time prior to the settlement or final determination thereof. 10. INTERNET SECURITY Powertrain Industries uses reasonable efforts to ensure that the Site is generally available. However, there will be occasions when access to the Site will be interrupted or unavailable. Powertrain Industries will use reasonable commercial efforts to minimize such disruption where it is within our reasonable control. You agree that we shall not be liable to you for any modification, suspension or discontinuance of the Site. You understand that the technical processing and transmission of any Site content may be transferred unencrypted and involve (a) transmissions over various networks and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Please be advised that we do not guarantee that any information sent from our Site will be secure during transmission, nor can we guarantee the confidentiality of any communication or material transmitted to Powertrain Industries via the Site or the Internet, including, for example, personal information such as your name or address. 11. COMPLAINT PROCEDURES If you believe that any content or postings on this Site violates your intellectual property or other rights, please send to Powertrain Industries at info@powertrainindustries.com a comprehensive detailed message setting forth the following information: (a) your name and the name of your company, if any; (b) your contact information, including your e-mail address; (c) the nature and substance of your complaint, the specific rights at issue, and your basis for making the complaint, including the content or posting that is objectionable; and (d) the following statement: “The statements, representations, and assertions made in this message are true, complete, and accurate and I have the full legal authority to make each and every such statement, representation, and assertion and to make and be granted any demand made in this message.” 12. CHANGES TO THESE TERMS; TERMINATION Powertrain Industries reserves the right at any time to modify, alter or update these Terms. Your use of the Site following any changes means that you agree to follow and be bound by the terms as changed. Any change to these Terms shall be effective as to any visitor who has visited the Site before the change was made. It is the obligation of users visiting the Site before the change to learn of changes to the Terms since their last visit. Powertrain Industries may suspend or terminate your account and/or your ability to use the Site or any services on the Site for failure to comply with these Terms, for providing Powertrain Industries with untrue or inaccurate information about yourself, for infringement upon Powertrain Industries proprietary rights, or for any other reason whatsoever or for no reason. 13. GOVERNING LAW AND JURISDICTION These Terms represent the entire agreement between you and Powertrain Industries with respect to the subject matter hereof, and supersede any and all prior and contemporaneous written and oral representations, understandings, and agreements, express and implied, and will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without reference to its conflict of law rules; PROVIDED, HOWEVER, THAT THE TERMS OF ANY APPLICABLE LAW NOW OR HEREAFTER ENACTED THAT IS BASED ON, DERIVED FROM, SIMILAR TO, OR CONNECTED WITH THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT DRAFTED BY THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS SHALL NOT APPLY EXCEPT TO THE EXTENT THAT THE LAW EXPRESSLY PROHIBITS ALTERATION BY THESE TERMS OF THE APPLICABILITY OF ONE OR MORE SECTIONS OF THE LAW. By accessing, viewing, or using the services, works, content, or materials on the Site, you consent and agree to (a) the exclusive jurisdiction of the federal and state courts located in Montgomery County, Pennsylvania; (b) accept service of process by personal delivery or mail; and (c) irrevocably waive the right to trial by jury and any jurisdictional and venue defenses otherwise available. 14. Forward-Looking Statements Disclaimer The Site may from time to time contain forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Powertrain Industries cautions you that any forward-looking statements made by the company are based on management's expectations at the time they are made, but they are subject to risks and uncertainties that may cause actual results, events or performance to differ materially from those contemplated by such forward looking statements. Please refer to Powertrain Industries’s filings with the U.S. Securities and Exchange Commission, including its annual report on Form 10-K and quarterly reports on Form 10-Q, for a discussion of risks and uncertainties that could cause Powertrain Industries’s actual results, events or performance to differ materially from those discussed in the forward-looking statements. By making these forward-looking statements, Powertrain Industries undertakes no obligation or intention to update these statements after the date such statements are made. 15. MISCELLANEOUS The Site is controlled and operated from within the United States. Without limiting anything else, Powertrain Industries makes no representation that the Site, Site Materials, User Content, services, products, information or other materials available on, in, or through the Site is appropriate or available for use in other locations, and access to them from territories where they are illegal is prohibited. Those who choose to access the Site from other locations do so at their own volition and are responsible for compliance with applicable laws. The waiver or failure of Powertrain Industries to exercise in any respect any right provided hereunder shall not be deemed a waiver of such right in the future or a waiver of any of other rights established under these Terms. Headings used in these Terms are for reference only and shall not affect the interpretation of these Terms. No person or entity not party to this agreement will be deemed to be a third party beneficiary of these Terms or any provision hereof. When used herein, the words “includes” and “including” and their syntactical variations shall be deemed followed by the words “without limitation.” Last Revised: May 2020