Thank you for visiting the Stoneridge, Inc. (“Stoneridge”) Web Site (the “Site”). In light of the complexities governing the use and operation of web sites, we have set forth below a series of Access and Use Terms (“SATS”) that apply to your access to and use of the Site. Compliance with and acceptance of the SATS are required in order for you to have access to and use of the Site. Please read the SATS very carefully. We hope that you will understand that, in the complex legal world of the Internet, access and use terms are required. We have also included below, as part of the SATS, an identification of Stoneridge’s agent for receipt of notice regarding copyright claims and other communications regarding the Site. If you do not agree with or do not accept any of the SATS, please immediately exit the Site and refrain from further access.
Please keep in mind that information provided on this Site and via linked sites is not for the purpose of seeking or encouraging investment unless specifically designated as such.
1. LIMITED LICENSE
As described below, your compliance with the SATS provides a limited, terminable license regarding access to and use of the Site Contents. “Site Contents” or “Contents” refers to images, text, information, sounds, interactive features, links, and other features of the Site. “Site Code” refers to any and all underlying elements of the Site, including but not limited to source code, object code, and other sets of statements or instructions that relate to the operation or function of the Site.
a) Not to alter the image, text or other Site Contents in any manner or use them in a manner specifically prohibited by these SATS or by the instructions in the Site;
b) To use the Site Contents for your own informational purposes only. For example, unless expressly authorized by Stoneridge, you agree not to place any Site Contents on a network and will not use any Site Contents to advertise or otherwise promote any products or services not provided by Stoneridge;
c) You may print out a copy of the Site Contents, or an excerpt from the Site Contents, to preserve a “hard copy.” However, you agree to place the following notation on your copy: “© 2012 – Stoneridge, Inc. All Rights Reserved. See Stoneridge, Inc. Web Site for Access and Use Terms and additional information and conditions of use”;
d) Stoneridge may, solely in its own discretion and without advance notice, revoke the limited license regarding all of the Site Contents or with respect to specific images, texts, other Site features or Site Code. If requested by Stoneridge, you agree to cease using and/or destroy any copies of the subject Content;
e) Unless expressly permitted in writing by Stoneridge, you will not frame, link, associate with advertisements (e.g., pop-ups) or commercially exploit the Site, Site Contents or the Site Code; and
f) You are responsible for ensuring that other parties that have access to the Site or Site Contents through your system or with your permission agree to the SATS;
g) Stoneridge may revise and update these SATS at any time. Your continued usage of the Site after any changes to these SATS will mean you accept those changes. Any aspect of the Site may be changed, supplemented, deleted or updated without notice at the sole discretion of Stoneridge. Stoneridge may also change or impose fees for products and services provided through the Site at any time in its sole discretion. Stoneridge may establish or change, at any time, general practices and limits concerning other Stoneridge products or services in its sole discretion.
2. OWNERSHIP OF TRADEMARKS, COPYRIGHTS AND OTHER PROPRIETARY RIGHTS
All trademarks, service marks, trade names, trade dress, copyrights, patent rights and other proprietary rights, hereinafter “Intellectual Property,” in or associated with the Site, the Site Contents, and Site Code are the properties of Stoneridge, its owner(s) or its licensors. Nothing in these SATS or any Site Contents shall convey an ownership interest or a non-terminable license in any trademarks, service marks, trade names, trade dress, copyrights, patent rights and other proprietary rights in or associated with the Site, the Site Contents, and Site Code.
3. SUBMISSIONS AND USER GRANT OF LICENSE
Stoneridge is pleased to hear from its customers and Site users. We welcome your input. However, due to legal requirements, we cannot provide compensation for, agree to consider, or agree in advance to keep confidential, any submission of creative ideas, disclosures of inventions, other disclosures of potentially useful information, or submissions of any other content. In order to avoid confusion and unmanageable situations, all content submitted by you via the Site or through any contact information provided in the Site (e.g., addresses, e-mail addresses, telephone numbers or links) is provided with a paid-up, perpetual, non-exclusive license, effective everywhere, to Stoneridge to consider, retain, copy, use, publish, modify, disclose and otherwise exploit the expression, concepts, and information in the content, at Stoneridge’s sole discretion. Stoneridge does not, however, engage in the practice of selling Site users’ identifying information to third parties. Stoneridge may, in its sole discretion, determine that the submission and its contents should be kept confidential. Any or all of these license rights can be assigned and sublicensed by Stoneridge and they apply to all manner of copying, display, distribution, transmission, storage, recording or other media or means of exploitation now known or hereafter invented. If any applicable law, judicial decision or regulatory requirement restricts or limits the provisions of this paragraph, Stoneridge’s liability, if any, will be limited in accordance with Section 7 of these SATS.
4. FORWARD-LOOKING STATEMENTS
Some of the statements contained on this Site may constitute forward-looking statements. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our businesses or our industry’s actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by any forward-looking statements. Such statements include, in particular, statements about our plans, strategies, prospects, changes and trends in our business and the markets in which we operate. You can identify forward-looking statements by terminology such as “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “forecast,” “predict,” “propose,” “potential,” “continue” and similar terms or the negative of those terms or other comparable terminology.
Things that may cause actual results to differ materially from those in the forward-looking statements include, among other factors, the loss or bankruptcy of a major customer; the costs and timing of facility closures, business realignment, or similar actions; a significant change in automotive, medium- and heavy-duty truck or agricultural and off-highway vehicle production; a significant change in general economic conditions in any of the various countries in which Stoneridge operates; labor disruptions at Stoneridge’s facilities or at any of Stoneridge’s significant customers or suppliers; the ability of Stoneridge’s suppliers to supply Stoneridge with parts and components at competitive prices on a timely basis; customer acceptance of new products; and the successful integration of any acquired businesses. Stoneridge does not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the date the statements were posted on the Site. Further information concerning issues that could materially affect financial performance related to forward-looking statements contained on the Site can be found in Stoneridge’s periodic filings with the Securities and Exchange Commission.
5. PUBLIC COMMUNICATIONS, FORUMS, UPLOADS, SUBMISSIONS AND INTERACTIVE FEATURES
As a convenience to visitors of the Site, Stoneridge may provide from time to time, at its sole discretion, one or more chat areas, message boards, e-mail functions, file upload functions, contact information, polls, surveys, and other Site features for use by visitors to the Site. Such features are referred to herein as “Visitor Features.” Stoneridge may, in its sole discretion without advanced notice, discontinue provision of any Visitor Features to any or all Site visitors and may, in its sole discretion, remove any content provided by a Site visitor. Users of Visitor Features are bound by and must comply with the SATS, and must agree not to do the following:
a) Transmit any content that is damaging, disruptive, obscene, unlawful, inaccurate, defamatory, illegal or otherwise objectionable to Stoneridge;
b) Impersonate any other person or entity, provide false or misleading identification or address information, or invade the privacy or violate the personal or proprietary right of any person or entity, or disguise the origin of information transmitted through the Site;
c) Intentionally or unintentionally violate any applicable local, state, national or international law, including but not limited to regulations having the force of law, while you are using or accessing any Visitor Features;
d) Infringe the copyrights, trademarks, or other personal or proprietary rights of any person or entity;
e) Access any service, information, application or software available via the Site in a manner not expressly permitted by Stoneridge;
f) Input or upload to the Site any information which contains viruses, Trojan horses, worms, time bombs or other computer programming routines that are intended to damage, interfere with, intercept or expropriate any system, the Site or Information or that infringes the Intellectual Property rights of Stoneridge or any another entity;
g) Use or access the Site in any way that, in Stoneridge’s judgment, adversely affects the performance or function of the Site or interferes with the ability of authorized parties to access the Site or its associated systems or services; and
h) Frame or utilize framing techniques to enclose any portion or aspect of the Site content or the information, without the express written consent of Stoneridge.
Stoneridge hopes that all of those who use and have access to the Site will follow the SATS and otherwise conduct themselves legally and appropriately. However, Stoneridge cannot be responsible for monitoring, verifying or substantiating content or code provided by third-party users of the Site. Therefore, you agree that Stoneridge shall not be liable for any breach of the SATS by third parties or for other injurious behavior engaged in by third parties who use or gain access to the Site.
Unless expressly stated otherwise by Stoneridge, Stoneridge does not necessarily control sites that may be linked to or from the Site. Stoneridge cannot monitor or otherwise evaluate such sites, and Stoneridge is not responsible for any of their contents, features, codes, underlying materials, terms of access or privacy policies. Even if you are linked to a web page other than the front page of the linked site, you are responsible for checking that site’s terms and conditions of access and use, as well as the site’s privacy policies. Materials on other sites may be subject to proprietary rights and other restrictions. LINKS ARE PROVIDED FOR YOUR CONVENIENCE ONLY AND THEIR USE IS AT YOUR SOLE DISCRETION AND RISK; they do not constitute an endorsement or an approval by Stoneridge of any of the products, services or opinions in the linked materials. Stoneridge bears no responsibility for the accuracy, legality or content of the external site or for that of subsequent links. Contact the external site for answers to questions regarding its content.
All links to the Site require the prior express written consent of Stoneridge, except that Stoneridge consents to external links in circumstances in which: (a) the link is text-only and contains only the name “Stoneridge, Inc.”; (b) the link directs the Internet browser to the main page of the Site and not to other web site pages within this Site; (c) the link when in use with any browser displays the entire Site full screen without frames and does not utilize banner advertisement or pop-up advertisements or otherwise obscure, hide, modify or minimize any page contained in the Site; (d) the appearance, display or formatting of any page on the Site is not juxtaposed, associated with, positioned with, or otherwise related to any other activity, product, entity or person such as to create a false impression that Stoneridge has a relationship with any such activity, individual, entity or product or that Stoneridge endorses, sponsors or is associated with such activity, individual, entity or product when it is not; and (e) does not damage, disparage or deplete the goodwill associated with any trade name, trademark or service mark belonging to or associated with Stoneridge. At any time and for any reason, Stoneridge, in its sole discretion and without any liability to you, may revoke this consent to link to the Site.
7. WARRANTY DISCLAIMERS, DAMAGE LIMITATION, INDEMNIFICATION
The Site, operation of the Site Code, Site Contents (including but not limited to linked Site Contents), as well as the operation of and effects of access to this Site and linked Sites, are provided “as is.” Stoneridge, its owners and its affiliates and their respective directors, officers, personnel, licensors, suppliers, agents, and contractors specifically disclaim any and all statutory, express or implied warranties including but not limited to warranties of: (a) suitability for any particular purpose or fitness for any particular purpose, (b) merchantability, (c) completeness, (d) accuracy, (e) non-infringement, and (f) freedom from interruption, delay, errors, technical errors or unauthorized, injurious intrusions or items, such as hacking, viruses, and other harmful components.
Irrespective of whether a claim is based upon contract, negligence, tort or other principles, and irrespective of whether they had notice of the possibility of such damages, Stoneridge and its affiliates, and their respective owners, directors, officers, personnel, licensors, suppliers, agents, and contractors shall not be liable for any special, indirect, incidental or consequential damages, damages for lost profits or opportunities, or damages for business disruption, loss of programs or loss of information resulting from or arising in connection with your access to, inability to access, delay, interruption in service or use of the Site (including the Site Contents and Site Code) or materials or functions on the Site (or your reliance on any information contained on the Site), regardless of cause. Some jurisdictions prohibit the exclusion or limitation of liability.
Terms regarding the demonstration, sale, license or use of Stoneridge’s products and services may contain additional provisions and disclaimers. Please note that some jurisdictions prohibit the exclusion or limitation of certain warranties and/or liability for consequential or incidental damages.
You agree to indemnify, defend and hold harmless Stoneridge, its affiliates and owners and their respective directors, officers, personnel, licensors, suppliers, agents, and contractors against all losses, expenses, damages and costs, including but not limited to court costs and reasonable attorneys’ fees, resulting from (a) your use of the Site or others’ use of the Site who gain access through your system or to whom you have provided access to Site Contents; and/or (b) any violation of the SATS by you or by others that gain access to the Site through your system or to whom you have provided access to Site Contents. Stoneridge reserves the option, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with Stoneridge in asserting any available defenses. You shall be responsible for any damages or fines assessed due to violation of the SATS by you or others that gain access to the Site through your system or to whom you have provided access to Site Contents.
8. PRODUCTS AND SERVICES
9. CHANGES TO SITE OR TERMS OF ACCESS AND USE
Stoneridge reserves the right, at its sole discretion, without advance notice, to change, modify, add or remove all or any portion of the Site, Site Contents or the SATS. Changes to the SATS shall be immediately effective when posted. You agree to review the SATS periodically to be aware of any changes. Your access to and continued use of the Site after the changes are posted shall constitute acceptance of those changes. Also, events may occur that result in disruption or discontinuation of access to the Site, removal of specific Site Contents or corruption of Site Code. Therefore, Stoneridge reserves the right, without liability, to: (a) discontinue provision of access to the Site to any and all users without notice; and (b) remove or modify any Site Contents.
10. CHANGES IN SITE OR RIGHTS OWNERSHIP
You agree that these SATS and Stoneridge’s interests, rights, and obligations hereunder can be transferred by Stoneridge to a subsequent owner of an interest in this Site or any of the Site Contents.
11. PRIVACY TERMS AND ACCESS FROM OUTSIDE THE UNITED STATES
By providing personal information to our Site, all users, including, but not limited to, users in the European Union, fully understand and consent to the collection and processing of such information in the United States of America.
This Site is operated from a location in the United States of America. Stoneridge makes no representation that the Site, the Site Contents, links, or the Site Code are appropriate for use in countries other than the United States.
12. COMMUNICATIONS REGARDING COPYRIGHT AND OTHER MATTERS
If you believe that any Site Code, or Contents in a linked site or in this Site, including but not limited to content provided by third parties via Visitor Features, infringes a copyright or other proprietary right, please forward the following information to our Copyright and Notice Agent at the address specified below:
a) Your name, address, telephone number, e-mail address and other pertinent contact information;
b) A description of the copyrighted work or proprietary right that you believe is infringed;
c) The URL or a description of where the allegedly infringing content is located;
d) A statement by you, with respect to the copyright or other proprietary right, that you have a good faith belief that the disputed use is not authorized by either the owner of the asserted right, an agent of the owner, or by operation of law;
e) An electronic or physical signature of the person authorized to act on behalf of the owner of the asserted right;
f) A statement by you, made under penalty of perjury, that the above information in your notice is correct and that you are the owner of the asserted right, or are authorized to act on behalf of the owner; and
g) Any other information required for specific notice of the claim and allegedly infringing item.
Our Copyright and Notice Agent and recipient for other communications regarding the Site is:
Director of Finance and Investor Relations
39675 MacKenzie Drive, Suite 400
Novi, Michigan 48377
Phone: (248) 324-3883
Fax: (248) 489-3970
We seek to preserve all rights and exemptions from liability available under law including, without limitation, copyright law, but we do not stipulate that we are a “service provider” for all purposes.
13. JURISDICTION, DISPUTE RESOLUTION, INTERPRETATION, SEVERABILITY AND MERGER
These SATS, and all disputes arising from or related to them, their interpretation, or their subject matters (including but not limited to Site Contents) shall be governed by, resolved and remedied in accordance with the laws of the State of Ohio, USA (without resort to conflict of law principles) as it applies to agreements entered into and to be performed entirely within such State and to acts or omissions occurring wholly within the State. Any claims arising from or related to the SATS or their subject matters shall be brought and resolved only in the appropriate state or federal courts located in Ohio and you expressly consent to the jurisdiction and exclusive venue of said courts. However, Stoneridge, at its sole discretion, can also institute or convert any action (no matter which party initiates it) to arbitration under the applicable rules of the American Arbitration Association, said arbitration to: (a) apply the choice of law specified above; and (b) take place in Trumbull County, Ohio.
If otherwise applicable hereto, the Uniform Computer Information Transactions Act (as adopted by any State) and the United Nations Convention for the International Sale of Goods are hereby agreed not to be applicable to these SATS and their subject matters. In addition, all disclaimable or waivable local and international provisions related to choice of law or dispute resolution are waived or disclaimed by you in favor of the above choice of Ohio law, jurisdiction and forums for dispute resolution.
You agree and represent that you have carefully considered the SATS and that ambiguities, if any, shall not be enforced against the drafter but shall be fairly read so as not to prejudice the rights of Stoneridge.
If any provision or provisions of the SATS are deemed unenforceable in a determination by a body with proper jurisdiction, the parties agree (without waiving rights of appeal) that the unenforceable provision or provisions shall be: (a) reconstituted to approximate as closely as lawfully possible the evident intent of the original provision or provisions; or (b) if option (a), above, cannot be implemented, the unenforceable provision or provisions shall be excised from the SATS and the parties shall negotiate in good faith with respect to their modification. If the parties cannot agree to a modification, the SATS shall be enforced, without the unenforceable provision or provisions, in a fair manner and without undue prejudice to either party.
These SATs comprise the entire agreement between the parties relating to the matters contained herein and shall not be modified except in writing supplied by Stoneridge.