NOTICE TO USER — READ CAREFULLY
The E-Tools that are the subject of this Agreement are owned and operated by Heatcraft Refrigeration Products LLC and its Affiliates ("Heatcraft,” "we” or "us”). These Terms of Use ("Terms of Use” or "Agreement”) set forth the terms and conditions pursuant to which Heatcraft may grant you the right to access and use the E-Tools, including all products, information, materials, content, services and other features that are contained in the E-Tools (collectively, the "E-Tools”). As used in these Terms of Use, (i) the terms "user,” "your” and "you” refer to any and all parties accessing or using the E-Tools for any reason, including the employer and company on whose behalf you are accessing or using the E-Tools, (ii) the term "Affiliate” means, with respect to Heatcraft, any entity that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with Heatcraft, and (iii) the "Heatcraft Entities” refers to, collectively, Heatcraft and its Affiliates.
Acceptance of Terms of Use
By accessing or using the E-Tools in any manner, including but
not limited to downloading or using any Application (defined
below), you acknowledge and represent that you have read,
understood, agree to be, and shall be, bound by, and hereby
accept these Terms of Use.
IF YOU DO NOT AGREE
TO THESE TERMS OF USE, DO NOT ACCESS OR USE THE E-TOOLS. The
Terms of Use will remain in full force and effect for as long
as you are a user of the E-Tools. Heatcraft retains the right
to revoke the licenses and permissions to use the E-Tools
granted hereunder for any or no reason and without liability
and to disable and deny access to any user for any reason or
for no reason at all.
Changes to Terms of Use
We may modify these Terms of Use by providing you with notice of the changes on the E-Tools prior to the changes becoming effective. BY CONTINUING TO USE THE E-TOOLS AFTER THE NOTICE PERIOD HAS PASSED, YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE E-TOOLS WILL BE GOVERNED BY THE NEW TERMS.
Limited License; All Rights Reserved
All information, data, specifications, text, communications,
graphics, user interfaces, visual interfaces, photographs,
trademarks, logos, sounds, music, artwork, computer code,
Applications, and any other content contained in the E-Tools
(individually and collectively, "Content”),
in addition to any features or services offered on or in
connection with the E-Tools ("Services”)
are owned or controlled by, or licensed to Heatcraft. The
Content is protected by trade dress, copyright, patent, and
trademark laws, and various other intellectual property rights
(individually and collectively, "IP
Rights”).
Subject to the terms and
conditions of these Terms of Use and your continued compliance
herewith, Heatcraft hereby grants you a non-exclusive,
non-transferable, non-sublicensable, revocable and limited
license to access and use the E-Tools and the Content for your
company’s non-competitive business purposes. This license
does not include any right for, and you shall not engage in any
activity relating to, the resale or commercial use of the
E-Tools or the Content; any derivative use of the E-Tools or
the Content; any use of data mining, robots, or similar data
gathering and extraction tools; or any activity competitive to
any of the Heatcraft Entities. Certain features of the E-Tools
may allow you to download information or materials from the
E-Tools and print out a hard copy for internal business
purposes, provided that you keep intact and do not remove or
alter any copyright or other notice (e.g., trademark, patent)
contained in such information or materials. Such downloadable
and/or printable information or materials constitutes Content
under these Terms of Use and is subject to the terms and
conditions herein.
The E-Tools or any portion of
the E-Tools may not be reproduced, duplicated, copied, sold,
resold, visited, or otherwise exploited for any purpose not
expressly permitted in these Terms of Use without the express
prior written consent of Heatcraft. You shall not frame or
utilize framing techniques to enclose any Mark (defined below)
or other proprietary information (including images, text, page
layout, or form) of Heatcraft without Heatcraft's express prior
written consent. You shall not use any meta-tags or any other
"hidden text” utilizing any of the Marks without the
express prior written consent of their owners. The Heatcraft
Entities and/or the respective third party owners of Content or
the E-Tools, as applicable, retain all right, title, and
interest in the E-Tools and any Content offered on the E-Tools,
including any and all IP rights in any of the foregoing.
Except as otherwise expressly stated herein, you shall
not alter, modify, copy, distribute (for compensation or
otherwise), transmit, display, perform, reproduce, reuse, post,
publish, license, frame, download, store for subsequent use,
create derivative works from, transfer, or sell any Content, in
whole or in part, in any manner, without the prior written
authorization of Heatcraft or any applicable third party
supplier, owner or authorized agent. The use of Content by you,
or anyone else authorized by you, is prohibited unless
specifically permitted by Heatcraft.
Purchase of Products Via E-Tools
You may be have the ability to purchase certain products offered through the E-Tools ("Products”). Your ability to do so is subject to various requirements, which are subject to Heatcraft’s discretion, including currently that you are an approved customer with a customer number setup in SAP. The purchase of Products are subject to the Terms and Conditions set forth on at http://www.heatcraftrpd.com/res/pdfs/TERMSANDCONDITIONS.pdf, which may be changed by Heatcraft at its sole discretion. These Terms of Use govern in the event of a conflict between the Terms and Conditions and these Terms of Use.
Applications
Heatcraft may, but is not obligated to, offer you the ability to use certain applications, including without limitation, blogs, chat rooms, instant messaging, bulletin boards, e-mail functions, software and other services that allow you to download specific Content from the E-Tools to your computer, create marketing materials, websites, and other content, or otherwise use certain features available through various software or applications available on the E-Tools (collectively, the "Applications”). Without limiting your obligations and restrictions otherwise described herein, your limited, non-exclusive, non-assignable, non-transferable, non-sublicensable license to use the Applications is further subject to the following conditions:
Trademarks and Service Marks
The E-Tools contains certain trademarks, service marks, trade names, logos, trade dress and other words, names, symbols or devices, or any combination of the foregoing that are used to identify and distinguish the source of goods and/or services, whether registered or not (collectively, "Marks”). The Marks include the domain name for the E-Tools, all page headers, custom graphics, and button icons. You shall not copy, distribute, reproduce, display, modify, transmit, use and create derivative works of the Marks unless you have executed or entered into a Trademark License Agreement with Heatcraft or its Affiliates, in which case your use of the Marks will be subject to the terms and conditions contained in that separate agreement and Heatcraft’s graphic standards, as may be updated from time to time. You agree that all uses of the Marks will inure to the benefit of Heatcraft and that you will not contest the validity or strength of, or Heatcraft’s exclusive right, title, and interest in the Marks, or oppose, cancel, sue upon, or otherwise challenge Heatcraft’s registrations of any of the Marks.
Ownership of Information Submitted via the E-Tools
Any information you submit or transmit to any of the Heatcraft
Entities via the E-Tools, whether by direct entry, submission,
e-mail or otherwise, including but not limited to data,
location, questions, information, comments, posts, photographs,
recordings, videos and/or suggestions, will become the property
of Heatcraft ("User Material”) and you hereby
irrevocably and unconditionally assign to Heatcraft all
intellectual property and other proprietary rights in and to
such User Material automatically upon submission to the E-Tools
or to any of the Heatcraft Entities.
Any such
User Material may be used by any of the Heatcraft Entities for
any purpose, including, without limitation, aggregation,
reporting, reproduction, solicitations, disclosure,
transmission, publication, broadcast, and posting, subject to
the terms of Heatcraft’ Privacy Policy with respect to
your personal information. Subject to the terms of
Heatcraft’ Privacy Policy, each of the Heatcraft Entities
shall be free to use any ideas, concepts, know-how, or
techniques contained in any communication you send to any of
the Heatcraft Entities via the E-Tools or by any other means
for any purpose whatsoever, including, without limitation,
developing and marketing products using such User Material. In
addition, Heatcraft may collect, use and share location-based
data to personalize the experience and for remarketing and
targeting purposes.
If any User Material cannot
be assigned to Heatcraft due to applicable laws, you hereby
unconditionally and irrevocably grant and assign to each of the
Heatcraft Entities, without further consideration, an
unqualified, unrestricted, unconditional, unlimited, exclusive,
worldwide, irrevocable, perpetual, royalty-free, fully paid-up,
transferable, sublicensable license in and to the User
Materials, including all IP Rights therein, for each of the
Heatcraft Entities to copy, distribute, reproduce, display,
modify, transmit, use and create derivative works of the User
Materials, and to make, have made, use, sell, offer for sale,
and import any products or services or otherwise exploit the
User Materials for any purpose whatsoever, in all cases without
accounting, notification, credit or other obligation to you.
Once User Material is submitted, you will have no right
to prohibit, restrict, revoke or terminate any of the rights
granted to Heatcraft. You are not entitled to and you will not
receive any compensation or other consideration for User
Material or any use thereof, whether in whole or in part. You
understand and agree that any use of User Material by any of
the Heatcraft Entities will not require any prior consent or
approval prior to use. You hereby release each of the Heatcraft
Entities from any and all claims of any rights, encumbrances,
liens, claims, demands, actions or suits that you may or can
have in connection with User Material, including, without
limitation, any and all liability for any use or nonuse of User
Material, claims for defamation, libel, slander, invasion of
privacy, right of publicity, emotional distress or economic
loss.
Rules of Conduct for Users
We have the right but not the obligation to supervise, review
and remove such User Materials as we deem, in our sole
discretion, necessary: (i) to enforce these Terms of Use; (ii)
for any reason; or (iii) for no reason at all; provided,
however, that none of the Heatcraft Entities will have any
obligation or liability to you for failure to do so or for
doing so in any particular manner.
By accepting
these Terms of Use, you shall not, and shall not cause or
permit anyone else to, upload, submit, or otherwise transmit or
attempt any User Materials that:
Registration and Use of Password
In order to access and use password protected portions of the E-Tools, users will be given a unique user ID and password at Heatcraft’s discretion. You shall take all reasonable precautions to safeguard the confidentiality of the Content and all information accessed in such protected portions (collectively, the "Protected Information”). You shall: (i) hold in strict confidence all Protected Information; (ii) use such Protected Information only to perform or to exercise your rights expressly stated in these Terms of Use in accordance herewith; and (iii) not transfer, display, convey or otherwise disclose or make available such Protected Information to any person or entity except to your directors, officers, employees, auditors, and legal and financial advisors who need to know such Protected Information, who are under confidentiality obligations substantially similar as those set forth hereunder, and whose handling and treatment of the Protected Information in accordance with these Terms of Use is your full responsibility. You shall use at least the same degree of care to protect the Protected Information as you use to protect your information of like nature, but in no event less than a reasonable degree of care. You shall immediately notify Heatcraft of any unauthorized use or disclosure of the Protected Information, and to take all necessary actions to prevent use or disclosure of the Protected Information in breach of these Terms of Use or applicable law. You agree that the Heatcraft Entities may have no adequate remedy at law if there is a breach or threatened breach of the confidentiality and/or security requirements and/or obligations in these Terms of Use and, accordingly, that any of the Heatcraft Entities will be entitled to injunctive or other equitable relief, without posting bond, to prevent or remedy such a breach in addition to any legal remedies available to such Heatcraft Entity.
Password Accounts, Passwords, and Security
When accessing the E-Tools, you are entirely responsible for
maintaining the confidentiality of your password and account
and for any and all activities that occur under your account.
You shall (i) immediately notify Heatcraft of any unauthorized
use of your account or any other breach of security of which
you become aware, and (ii) exit completely from your account at
the end of each online session. None of the Heatcraft Entities
will be liable for any loss that you or your employer may incur
as a result of someone else using your password or account,
either with or without your knowledge, and you hereby fully
release all of the Heatcraft Entities for any losses arising
out of the same. You shall not use anyone else's account at any
time, without the permission of the account holder.
USER NAMES AND PASSWORDS ARE ISSUED ON A PERSONAL BASIS.
ACCORDINGLY, ALL CONTENT, PROTECTED INFORMATION, PERSONAL
INFORMATION OR INSTRUCTIONS TRANSMITTED BY OR RECEIVED FROM
ANYONE PRESENTING YOUR USER NAME AND PASSWORD ON THE E-TOOLS
WILL BE DEEMED BINDING ON YOU.
Connection Requirements
You are responsible for providing and maintaining, at your own
risk, option and expense, any hardware, software and
communication lines required to access and use the E-Tools, and
Heatcraft reserves the right to change the access configuration
of the E-Tools at any time without prior notice.
Heatcraft reserves the right to take whatever lawful actions it
may deem appropriate in response to actual or suspected
violations of the foregoing, including, without limitation, the
suspension or termination of your or a user’s access
and/or account. Heatcraft may cooperate with legal authorities
and/or third parties in the investigation of any suspected or
alleged crime or civil wrong. Except as may be expressly
limited by the Privacy Policy, Heatcraft reserves the right at
all times to disclose any information as Heatcraft deems
necessary to satisfy any applicable law, regulation, legal
process or governmental request, or to edit, refuse to post or
to remove any information or materials, in whole or in part, in
Heatcraft's sole discretion.
Right to Monitor
Heatcraft neither actively monitors general use of the E-Tools under normal circumstances nor exercises editorial control over the content of any third party's website, e-mail transmission, news group, or other material created or accessible over or through the E-Tools. However, Heatcraft does reserve the right to monitor such use at any time as it deems appropriate and to remove any information, materials or other content that, in Heatcraft's sole discretion, may be illegal, may subject the Heatcraft Entities to liability, may violate these Terms of Use, or are, in the sole discretion of any of the Heatcraft Entities, inconsistent with any of the Heatcraft Entities’ purposes.
No Heatcraft Editorial Control of Third Party Content; No Statement as to Accuracy
To the extent that any of the Content included in the E-Tools is provided by third party content providers or users, Heatcraft has no editorial control or responsibility over such Content. Therefore, any opinions, statements, products, services or other information expressed or made available by third parties or other users on the E-Tools are those of such third parties or other users, respectively. Heatcraft does not represent or endorse the accuracy or reliability of any opinion, statement or other information provided by any third party, or represent or warrant that your use of the Content displayed on the E-Tools will not infringe rights of third parties not owned by or affiliated with any of the Heatcraft Entities.
Links to Third Party Websites
The E-Tools may contain hyperlinks to other sites owned, operated and maintained by parties other than the Heatcraft Entities (each, a "Third Party Site”). Such hyperlinks are provided only for reference and ease of use. Heatcraft does not control any Third Party Site and cannot be held responsible for their content and/or accuracy and does not endorse these sites unless Heatcraft specifically so states. In the event the E-Tools provides hyperlinks to any Third Party Site, you shall not hold any of the Heatcraft Entities responsible and/or liable for the content, products, services or other materials on or available from such websites. Heatcraft accepts no liability for any information, products, advertisements, content, services or software accessible through these third party websites or for any action or inaction you take or fail to take as a result of linking to any such website. Heatcraft is under no obligation to maintain any link on the E-Tools and may remove a link at any time in its sole discretion for any reason whatsoever. None of the Heatcraft Entities shall be responsible or liable, directly or indirectly, for any damages or losses caused or alleged to be caused by or in connection with the use of or reliance on such content, products, services or other materials available on or through any Third Party Site. Any such websites are likely to set forth specific terms of use and privacy policies that you should review. None of the Heatcraft Entities is responsible for the privacy practices of any other websites.
Representations and Warranties
You represent and warrant to Heatcraft that (i) your access and use of the E-Tools conforms to the requirements and restrictions set forth in these Terms of Use and comply with all applicable laws, rules and regulations; and (ii) with respect to the User Materials that you upload, submit, or otherwise transmit to any of the Heatcraft Entities or to the E-Tools, you have all the necessary rights, title, and interest therein to grant to the Heatcraft Entities the rights and licenses described herein.
Disclaimer
Content and other information contained on the E-Tools has been
prepared by Heatcraft as a convenience to users and is not
intended to constitute advice or recommendations upon which a
user may rely. Heatcraft has used reasonable efforts in
collecting, preparing and providing quality information and
material, but makes no warranty or guarantee about the
accuracy, completeness, or adequacy of the Content or other
information contained in or linked to the E-Tools or any other
tool maintained by Heatcraft. Users relying on Content or other
information from the E-Tools do so at their own risk.
The information and descriptions contained herein are not
intended to be complete descriptions of the terms, exclusions
and conditions applicable to the Content or any Services or
Products offered through the E-Tools, but are provided solely
for general informational purposes; please refer to the
relevant agreement between you and the applicable Heatcraft
Entity for complete terms and conditions with respect to any
Service or Products. Should you purchase a Product or Service
from any Heatcraft Entity or a third party, the terms and
conditions applicable to that transaction will govern such
entry or purchase, as applicable, and your use of the E-Tools
does not affect that purchase in any manner.
THE E-TOOLS IS PROVIDED "AS-IS” WITHOUT ANY
WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE HEATCRAFT
ENTITIES AND EACH OF THEIR SUPPLIERS EXPRESSLY DISCLAIM ALL
REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND
(EXPRESS, IMPLIED OR STATUTORY), INCLUDING, WITHOUT LIMITATION,
THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT,
MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT
LIMITING THE FOREGOING, THE HEATCRAFT ENTITIES AND EACH OF
THEIR SUPPLIERS DO NOT PROMISE OR WARRANT TO YOU THAT ANY
ASPECT OF THE E-TOOLS WILL WORK PROPERLY, OPERATE ERROR-FREE,
OR WILL BE AVAILABLE CONTINUOUSLY. THE AVAILABILITY, APPEARANCE
OR YOUR USE OF ANY URLS OR HYPERLINKS REFERENCED OR INCLUDED
ANYWHERE ON THE E-TOOLS OR ANY OTHER FORM OF LINK RE-DIRECTION
OF YOUR CONNECTION TO, WITH OR THROUGH THE E-TOOLS, DOES NOT
CONSTITUTE AN ENDORSEMENT BY, NOR DOES IT INCUR ANY OBLIGATION,
RESPONSIBILITY OR LIABILITY ON THE PART OF THE E-TOOLS OR ANY
OF THE HEATCRAFT ENTITIES, ANY OF THEIR AFFILIATES, AND EACH OF
THEIR SUCCESSORS AND ASSIGNS. NONE OF THE HEATCRAFT ENTITIES
VERIFY, ENDORSE OR HAVE ANY RESPONSIBILITY FOR ANY SUCH THIRD
PARTY SITES, THEIR BUSINESS PRACTICES (INCLUDING THEIR PRIVACY
POLICIES), OR ANY GOODS OR SERVICES ASSOCIATED WITH OR OBTAINED
IN CONNECTION WITH SUCH SITES, WHETHER ANY OF THE
E-TOOLS’S OR ANY OF THE HEATCRAFT ENTITIES’ MARKS
OR SPONSORSHIP IDENTIFICATION IS ON THE THIRD PARTY SITE AS
PART OF A CO-BRANDING OR PROMOTIONAL ARRANGEMENT, OR OTHERWISE.
ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF
THE E-TOOLS IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU
ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR
COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD
AND USE OF ANY SUCH CONTENT. THE CONTENT, PRODUCTS AND/OR
SERVICES ON OR THROUGH THE E-TOOLS MAY BE OUT OF DATE, AND
NEITHER THE HEATCRAFT ENTITIES NOR ANY OF THEIR AFFILIATES MAKE
ANY COMMITMENT OR ASSUME ANY DUTY TO UPDATE SUCH CONTENT,
PRODUCTS, AND/OR SERVICES.
All Third Party
products and services purchased on or through the E-Tools are
subject to any applicable warranties of their respective
manufacturers, distributors and suppliers. To the fullest
extent permissible by applicable law, each of the Heatcraft
Entities hereby disclaims all warranties of any kind, either
express or implied, including, any implied warranties with
respect to the Third Party products and services listed or
purchased on or through The E-Tools. Without limiting the
generality of the foregoing, each of the Heatcraft Entities
hereby expressly disclaims all liability for product or service
defect or failure claims that are due to normal wear, misuse,
abuse, modification, improper selection, non-compliance with
any codes, or misappropriation. None of the Heatcraft Entities
makes any warranties to those defined as "consumers”
in the magnuson-moss warranty-federal trade commission
improvements act. The foregoing exclusions of implied
warranties do not apply to the extent prohibited by law. Please
refer to your local laws for any such prohibitions.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL ANY OF
THE HEATCRAFT ENTITIES OR THEIR SUPPLIERS (A) BE LIABLE TO YOU
FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL,
PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO,
DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER
INTANGIBLE LOSSES (EVEN IF ANY OF THE HEATCRAFT ENTITIES HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), HOWEVER
ARISING (INCLUDING NEGLIGENCE), AND (B) BE LIABLE TO YOU FOR
ANY CLAIMS ARISING FROM OR RELATING TO YOUR USE OF THE E-TOOLS
IN ANY AMOUNT. YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS
OF LIABILITY, DISCLAIMERS OF WARRANTIES AND LIMITED REMEDIES
SET FORTH HEREIN REPRESENT AN INSEPARABLE ALLOCATION OF RISK
(INCLUDING, WITHOUT LIMITATION, IN THE EVENT OF A TOTAL,
PARTIAL AND/OR FUNDAMENTAL BREACH OF THESE TERMS OF USE) THAT
IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED
WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES.
IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE
DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU,
AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
In the
event of any problem with the E-Tools or any Content, you agree
that your sole and exclusive remedy is to cease using the
E-Tools. In the event of any problem with the Products or
Services that you have purchased on or through the E-Tools, you
agree that your sole and exclusive remedy, if any, is from the
manufacturer of the Products or supplier of such Services, in
accordance with such manufacturer's or supplier's warranty, or
to seek a return and refund for such product or services in
accordance with the returns and refunds policies posted on the
E-Tools or otherwise made available to you by such manufacturer
or supplier.
Indemnification
You shall indemnify, defend, and do hereby hold the Heatcraft Entities and each of their respective directors, officers, employees, agents, contractors and partners (each, a "Heatcraft Indemnitee”) harmless from any and all losses, damages, liabilities, judgments, awards, penalties, interest, fines, costs, fees or expenses of whatever kind, including reasonable attorneys’ and professional fees, incurred by any Heatcraft Indemnitee arising out of or resulting from any claim, demand, suit, action, allegation, or any other proceeding that arises out of or relates to (a) your violation of these Terms of Use or of the Terms and Conditions applicable to any order of Products, (b) your use of the E-Tools, the Content, Products and/or Services, (c) any User Materials that you upload, submit, or otherwise transmit through the E-Tools, (d) your access to or use of any Third Party Sites, (e) any dealings between you and any third parties relating to the E-Tools, and/or (f) any act or omission of you or your agents, employees or subcontractors.
Termination
We may terminate, disable and/or deny your access to or use of the E-Tools, including any Content and Services available through the E-Tools for any reason or for no reason, including without limitation, if we believe that you have violated or acted inconsistently with these Terms of Use. We may also modify or discontinue providing the E-Tools or any part of the E-Tools with or without cause and with or without notice. H eatcraft may use any technological, legal, operational or other means available to us to enforce the provisions of the Terms of Use, including, without limitation, blocking specific IP addresses or deactivating your registration on the E-Tools. Heatcraft will not be liable to you or to any third party for any termination of your access to or use of the E-Tools or for any modification to or termination of the E-Tools.
Notices
Any notices to you from Heatcraft regarding the E-Tools or these Terms of Use will be posted on the E-Tools or made by e-mail or regular mail as Heatcraft determines, in its sole discretion.
Electronic Communications
When you visit the E-Tools or send e-mails to Heatcraft, you are communicating with Heatcraft electronically. By using the E-Tools, you consent to receive communications from any of the Heatcraft Entities electronically. Heatcraft will communicate with you by e-mail or by posting notices on the E-Tools. You agree that all agreements, notices, disclosures and other communications that Heatcraft provides to you electronically satisfy any legal requirement that such communications be in writing. You further agree that any notices provided by Heatcraft electronically are deemed to be given and received on the date Heatcraft transmits any such electronic communication as described in these Terms of Use.
Entire Agreement
These Terms of Use, the Privacy Policy, and other policies Heatcraft may post on the E-Tools constitute the entire agreement between Heatcraft and you in connection with the subject matter hereof, and supersede any prior and contemporaneous oral, written or electronic agreements between Heatcraft and you regarding the subject matter hereof, including but not limited to prior versions of these Terms of Use.
Governing Law; Venue
The Terms of Use are governed by the laws of the State of Texas, USA without regard to any conflicts of law provisions. Any legal proceedings arising from or relating to these Terms of Use shall be brought exclusively in the federal or state courts of Dallas County in the State of Texas and the parties hereby consent to the personal jurisdiction and venue of such courts. The section headings are for convenience and do not have any force or effect.
No Agency Relationship
Neither these Terms of Use, nor any Content, User Materials, other materials, features, or Products and Services of the E-Tools create any partnership, joint venture, employment, or other agency relationship between you and any of the Heatcraft Entities. You and each of the Heatcraft Entities are independent contractors for all purposes related to the E-Tools and these Terms of Use. You shall not enter into any contract on any of the Heatcraft Entities’ behalf or bind any of the Heatcraft Entities in any way.
Remedies
You agree that any violation, or threatened violation, by you of these Terms of Use constitutes an unlawful and unfair business practice that will cause Heatcraft irreparable and unquantifiable harm. You also agree that monetary damages would be inadequate for such harm and consent to Heatcraft obtaining any injunctive or equitable relief that Heatcraft deems necessary or appropriate. These remedies are in addition to any other remedies Heatcraft may have at law or in equity.
Miscellaneous
If any portion of these Terms of Use is deemed unenforceable, that portion will be enforced to the maximum extent possible so as to effectuate the intent of the parties as reflected by that provision, and the remaining portions of these Terms of Use will be given full effect. Heatcraft’s failure to act in a particular circumstance, including any failure by Heatcraft to enforce or exercise any provision of these Terms of Use, does not waive the ability to act with respect to that circumstance or similar circumstances in the future. Heatcraft will be excused for any failure to perform to the extent that its performance is prevented by any reason outside of its reasonable control. Heatcraft may assign its rights and obligations under these Terms of Use to an entity that acquires all or substantially all of the assets of Heatcraft or to any subsidiary or successor in a merger or acquisition involving Heatcraft, including by operation of law. If an express conflict exists between these Terms of Use and the terms of a separate agreement between you and Heatcraft for products or services, the terms of that separate agreement will control with respect to the conflicting term.
Contacting Heatcraft
If you have any questions or concerns about these Terms of Use,
please contact Heatcraft at [email protected] or
at the mailing address provided below. Heatcraft will attempt
to respond to your questions or concerns promptly after
Heatcraft receives them.
Heatcraft Refrigeration
Products LLC
2175 West Park Place Blvd.
Stone
Mountain, GA 30087
Attention: E-Tools
These Terms of Use were last updated and posted on 04/26/2017.