Terms of Use: MLI NA Corporation

Updated in April 2018

This website ("Website") is offered to you by MLI NA Corporation, PO Box 1927 PA 16603 Altoona USA ("Modular").

The following Terms of Use govern your access and use of this Website. Also, specific terms and conditions may apply to specific content, data, materials, or information contained on or available through this Website (the "Content") and to specific content, data, materials, or information you may upload, submit and/or publish to the Website (“User Content”) or transactions concluded through this Website. Such specific terms may be in addition to these Terms of Use or, where and then only to the extent expressly specified, may supersede these Terms of Use.

Acceptance of Terms of Use

By accessing or using this Website you agree to be legally bound by the Terms of Use and all terms and conditions contained or referenced herein or any additional terms and conditions set forth on this Website. If you do NOT agree to all of these terms, you should NOT access or use this Website.

Modification of Terms

These Terms of Use may be amended by Modular at any time. Such amended Terms of Use shall be effective upon posting. By continuing to access or use the Website after such posting, you will be deemed to have accepted such amendments. You are advised to regularly review any applicable terms and conditions. Other Modular websites may have their own terms of use which apply to such websites.

Modular reserves the right to discontinue or make changes or updates with respect to the Website or the Content of the Website at any time without notice. Modular reserves the right to restrict, refuse or terminate access of any person to the Website or any part thereof effective immediately without notice at any time and for any reason whatsoever at its sole discretion.

Privacy Notice

Personal information provided or collected through or in connection with this Website shall only be used in accordance with Modular's Privacy Notice and these Terms of Use are subject to the Privacy Notice as posted on this Website.

Disclaimers

All information (including, without limitation, content, text, images, graphics, links, and other materials) on the Website is provided "as is" and "as available". Modular, its subsidiaries, affiliates, partners, licensors, distributors and suppliers hereby expressly disclaim to extent permitted by law any representations or warranties of any kind, express or implied, including warranties of merchantability, fitness for any particular purpose, non-infringement, or as to the operation of this website, the content or user content. Neither Modular nor its subsidiaries, affiliates, partners, licensors, distributors and suppliers warrants or makes any representations that (i) the Website will meet your requirements, (ii) the Website will be uninterrupted, timely, secure, or error free, or (iii) the results that may be obtained from the use of the Website (including any Content, information and materials on this Website) will be correct, complete, accurate, reliable, or otherwise meet your requirements.

This is a public website. You should have no expectation of confidentiality with respect to any User Content you may submit on this Website. Do not submit confidential information here.

Modular and its subsidiaries, affiliates, partners, licensors, distributors and suppliers shall have no liability for interruptions or omissions in Internet, network or hosting or any third-party party services and do not warrant that the Website or the services which make this Website available or electronic communications sent by Modular are free from viruses or any other harmful elements.

Any material downloaded or otherwise obtained through the use of this Website is done at your own discretion and risk. You will be solely responsible for any damage to your computer system or devices or loss of data that results from the download of any such material.

Registration

Accessing certain areas of the Website and using certain functions or features of the Website may require you to register as a contributor. This registration is free of charge.

When you register, you must choose a unique username or "handle" and password and you must provide a unique, valid, current and verifiable email address. Duplicate usernames and email addresses are not allowed, so if the name or address you entered is already in use, you will be prompted to choose another one. We will send you a confirmation email with your registered information. In the event that delivery of such information fails for any reason, your access or use of areas, functions or features requiring such registration may be refused or terminated. You will promptly update your registration to keep it accurate and current. You are solely responsible for maintaining the confidentiality of your password. We reserve the right to change your username or delete your submitted content to the Website or refuse or cancel your registration if you choose a username that, in our sole discretion, is obscene, indecent, abusive or otherwise improper. You are also solely responsible for restricting access to your computer(s). You agree to accept responsibility for all activities occurring under your account, username, and/or password that are due to your conduct, inaction, or negligence. If you become aware of any suspicious or unauthorized conduct concerning your account, username and/or password, you agree to contact us immediately by email at hq@supermodular.com. We may, at our own discretion, bar registration from any specific email service or ISP.

Contributor

By submitting any User Content to the Website, you agree that the material will be proper, constructive and relevant and will not contain any item that may be unlawful or otherwise unfit for publication, including but not limited to items that (1) may be defamatory or injurious to another person or entity, (2) may cause harm to any person or property or otherwise defame or harass any person or organization, (3) may violate any legal rights of any person (including right to privacy or publicity), (4) are pornographic, obscene, profane, vulgar, indecent, or threatening, (5) are culturally, ethnically, or otherwise objectionable, or (6) suggest or encourage any illegal activity.

You will use reasonable efforts to scan and remove any viruses or other contaminating or destructive features before submitting any material. You also shall not transmit chain letters, pyramid schemes, surveys and solicitations through the Website. You shall also not forge headers or manipulate identifies or other data in order to disguise the origin of any Content and/or User Content transmitted through our Website or to manipulate your presence on the Website. You shall not interfere with or disrupt our sites, servers or networks or take any action that imposes an unreasonably or disproportionately large load on our infrastructure.

You affirm, represent and warrant that the User Content submitted to the Website does not infringe any proprietary right of any party or person, such as but not limited to copyright, trademark or patent, or any confidentiality obligation.

You acknowledge and agree that any of your ideas, submissions or discussions or any other User Content provided by you within the Website that is not the subject of intellectual property right protection may be used by any other contributor without compensation or attribution.

You hereby grant to Modular, its subsidiaries, affiliates and other partners a worldwide, perpetual, irrevocable, royalty-free, non-exclusive, sub-licensable and transferable license to use, host, store, reproduce, modify, copy, prepare derivative works of, distribute, publicly perform, publicly display, transmit and publish User Content provided by you, on this Website or any other Modular's website or in other Modular marketing or public relations materials in any and all media at Modular’s sole discretion.

You shall be solely responsible for your own User Content and the consequences of posting, submitting and/or publishing it. Modular may, but is not obligated to, review and monitor, before and/or after submitting User Content. However, you acknowledge that it is impossible for us to monitor or review all User Content. Without limitation, Modular, its subsidiaries, affiliates, partners, licensors, distributors and suppliers will not and cannot be held responsible for the accuracy, completeness, quality or validity of User Content posted by third-party parties on the Website.

Modular does not endorse any User Content or any opinion, recommendation, or advice expressed therein, and Modular expressly disclaims any and all liability in connection with User Content.

Modular has the sole right and ability to edit and/or remove messages or any other User Content which are objectionable, improper or otherwise in breach of these Terms of Use for any reason at any time without notice or consent and at its sole discretion. Any user who believes that submitted User Content is objectionable or improper is encouraged to contact Modular immediately by email at marketing@supermodular.com. Upon receipt of such notification, we will make reasonable efforts to take such action as we deem necessary within a reasonable period of time. Since this is a manual process, you are advised that we may not be able to remove or edit particular User Content immediately.

Limitation of liability

In no event shall Modular or any of its subsidiaries, affiliates, partners, licensors, distributors or suppliers be liable for any indirect, consequential, punitive, special or incidental or other damages resulting from, arising out of or in connection with the access, use of, or inability to access or use this website, the content or the user content, even if modular has been advised of the possibility of such damages except to the extent such damages arise as a result of fraud or fraudulent misrepresentation on the part of Philips Lighting.

To the maximum extent permitted by law, the total liability of Modular or any of its subsidiaries, affiliates, partners, licensors, suppliers or distributors for any claims arising out of or relating to this website, the content or the user content is limited to the amount that you paid us to use the website or fifty (50) dollars, whichever is higher.

If you live in a country or state that does not allow any of the foregoing exclusions or limitations of liability or any of the disclaimers of warranties in section 4 above, such exclusions or limitations will not apply to you but only to the extent such exclusions or limitations are not allowed. In such cases, such exclusions or limitations shall be limited to the greatest extent permitted by applicable law.

Third-party party content/software

Modular is in no way responsible for the content of any site owned by a third-party party that may be linked to the Website via hyperlink, whether or not such hyperlink is provided by the Website or by a third-party party in accordance with the Terms of Use. Any link on our Website to another site is not an endorsement of such other site and no judgment or warranty is made with respect to the accuracy, timeliness, or suitability of the content of any site to which the Website may link, and we take no responsibility for the foregoing.

Any software made available for downloading from or through this Website is licensed subject to the terms of any applicable license agreement. Except as set forth in the applicable license agreement, the software is made available for use by end users only and any further copying, reproduction or redistribution of the software is expressly prohibited.

Warranties, if any, with respect to such software shall only apply as expressly set forth in the applicable license agreement. Modular or any of its subsidiaries, affiliates, partners, licensors, distributors or suppliers hereby expressly disclaim all further representations and warranties of any kind, express or implied, including without limitation warranties of merchantability, fitness for any particular purpose or non-infringement with respect to the software.

Copyright and trademarks

Copyright and all other proprietary rights in Content and the Website provided by Modular, its affiliates, subsidiaries and/or partners, the software to operate and publish the Website, the compilation of data on the Website, and the order, sequence and arrangement of this Website, all belong to Modular and / or its partners or licensors. All rights in the Content and the Website not expressly granted herein are reserved.

Modular Lighting Instruments is a registered trademark of Koninklijke Philips N.V. Philips and all other registered trademarks of Koninklijke Philips N.V. and its affiliates are important assets of Koninklijke Philips N.V. Proper use of these trademarks is important and you should follow the instructions of Philips when referencing our company’ products and services. Find more information at www.ip.philips.com.

The use and registration of the Modular Lighting Instruments name is exclusively reserved to Koninklijke Philips N.V. You may not register nor use a company name, statutory name, trade name, domain name or other name, indication or description, of which the Modular Lighting Instruments name or any name similar thereto or any name which consists of a part of the Modular Lighting Instruments name forms part nor shall it include any other registered trademark owned by Koninklijke Philips N.V.

All registered trademarks of Philips Lighting Holding B.V. and its affiliates are important assets of Philips Lighting. Proper use of these trademarks is important and you should follow the instructions of Philips Lighting when referencing our company’s products and services. Please contact us at trademarks.lighting@philips.com for more information.

Proprietary rights in the website

This Website is public by nature and any information submitted on it shall be deemed non-confidential. You acknowledge that any submitting of any inventions embodied in any User Content provided by you shall constitute a "publication" of such invention under applicable patent laws.

You acknowledge that any User Content submitted and/or discussed on the Website may be the subject of patents, copyrights, trademarks and other intellectual property rights of Modular, its subsidiaries, affiliates, partners or third-party parties. If you consider exploiting any ideas, proposals, suggestions, or solutions or other User Content submitted to the Website, you are responsible for undertaking appropriate intellectual property clearance before engaging in any exploitative conduct.

U.S. Copyright infringement claims

If you know or suspect that any of the materials on this Website (including but not limited to materials posted on the Forum) have been used or copied in a way that constitutes copyright infringement, please send notice to Philips Lighting's designated agent identified below. According to the U.S. Digital Millennium Copyright Act, 17 U.S.C. Sec. 512(c)(3), your notice must comply with the following requirements:

A physical or electronic signature of the copyright owner or person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material
Information reasonably sufficient to permit us to contact you, such as address, telephone number, and, if available, an electronic mail address at which you may be contacted
A statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law
A statement that the information in the notification is accurate and under penalty of perjury, that you are the copyright owner or authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

The designated agent for notice of copyright infringement claims may be reached by mail at the following address:

Philips Lighting B.V.
Legal Services
High Tech Campus 45
5656AE Eindhoven
The Netherlands

The preceding information is provided exclusively for notifying Philips Lighting that your copyrighted material may have been infringed. All other inquiries, such as product related questions and requests or concerns regarding improper postings and/content, will not receive a response through this process.

Indemnification and release

You agree to indemnify and hold harmless MLI NA Corporation, its subsidiaries, affiliates, partners, distributors and suppliers and each of their respective officers, directors, employees, shareholders, legal representatives, agents, successors and assigns, from and against any damages, liabilities, costs and expenses (including reasonable attorneys' and professionals' fees and litigation costs) that arise out of the posting, content, or transmission of any message, data, material or any other User Content you submit on the Website or any violation of these Terms of Use by you. In the event of any complaint or legal action arising from any message, or any other User Content posted by you, MLI NA Corporation reserves the right to reveal your identity and any other information MLI NA Corporation may have about you.

If you have a dispute with one or more users, you agree to indemnify, hold harmless and release MLI NA Corporation, its subsidiaries, affiliates, partners, distributors and suppliers, and each of their respective officers, directors, employees, shareholders, legal representatives, agents, successors and assigns from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

Shut-down of site

We have the sole right to shut down the Website or any part(s) thereof for any reason at any time without notice or consent. We will have no responsibility or liability for failure to store or delete any Content and/or User Content submitted to the Website.

MLI NA Corporation products

The Website may contain references to specific MLI NA Corporation products and services that may not be (readily) available in a particular country. Any such reference does not imply or warrant that any such products or services shall be available at any time in any particular country. Please contact your local MLI NA Corporation business contact for further information.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

The information on this website may contain certain forward-looking statements with respect to the financial condition, results of operations and business of Philips Lighting and certain of the plans and objectives of Philips Lighting with respect to these items. We caution readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. Examples of forward-looking statements include the statements we have made about our strategy, estimates of sales growth, future EBITA and cost savings, future developments in our organic business as well as the benefit of future acquisitions, and our capital position. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances and there are many factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. The forward-looking statements are subject to, among other things, domestic and global economic and business conditions, the successful implementation of our strategy, our ability to identify and complete successful acquisitions and to integrate those acquisitions into our business, consumer preferences with respect to our existing and new products, our ability to develop and market new products, our ability to realize the benefits of this strategy, the policies and actions of governmental and regulatory authorities, changes in legislation, and the impact of competition – a number of which factors are beyond our control. As a result, our actual future results may differ materially from the plans, goals, and expectations set forth in such forward-looking statements. Additional risks and factors are identified in our documents filed with or furnished to the U.S. Securities and Exchange Commission (the “SEC”) including in our most recent Annual Report on Form 20-F, which is available on the SEC’s website at www.sec.gov. Any forward-looking statements made by or on our behalf speak only as of the date they are made. We do not undertake to update forward-looking statements to reflect any changes in expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based. The reader should, however, consult any additional disclosures that we have made or may make in documents we have filed or may file with the SEC.

Dispute resolution

These Terms of Use shall be governed by and construed in accordance with the laws of the Netherlands. You agree to the non-exclusive jurisdiction of the courts in Amsterdam, the Netherlands, for any disputes, claim or cause of action arising out of, or relating to or in connection with these Terms of Use or your use of this Website, including any disputes relating to the existence or validity of these Terms of Use, provided that you agree to submit any such disputes, claims or causes of action exclusively to the courts of Amsterdam, the Netherlands.

Severability

If any provision of these Terms of Use is held to be invalid or unenforceable, then the invalid or unenforceable provision will be replaced by a valid, enforceable provision that most closely matches the intent of the original provision and the remaining provisions shall be enforced.

No waiver

No failure on the part of MLI NA Corporation to enforce any part of these Terms of Use shall constitute a waiver of any of MLI NA Corporation's rights under these Terms of Use, whether for past or future actions on the part of any person. Neither the receipt of any funds by MLI NA Corporation nor the reliance of any person on MLI NA Corporation's actions shall be deemed to constitute a waiver of any part of these Terms of Use. Only a specific, written waiver signed by an authorized representative of MLI NA Corporation shall have any legal effect whatsoever.

Headings

The headings of the sections of the Terms of Use are inserted for convenience only and shall not constitute a part hereof or affect in any way the meaning or interpretation of the Terms of Use.