PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS SITE. BY USING OR ACCESSING THIS SITE OR USING THE SERVICES THEREIN, YOU AGREE TO THESE TERMS AND CONDITIONS OF USE.
Last updated: July 15, 2017
Your Compliance with this Agreement
You acknowledge that this Agreement is supported by reasonable and valuable consideration, the receipt and adequacy of which is hereby acknowledged. Without limiting the foregoing, you acknowledge that such consideration includes, without limitation, your ability to visit, use and/or submit information to the Site and use the Services.
The Site is Not Intended for Minors
This Site is not intended for anyone under the age of 18. If you are under the age of 18 and have reached this Site, please leave the Site immediately.
Your Access and Use of the Site and/or Services
Your access and use of the Site and/or Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Site or Services or other actions that Werner, in its sole discretion, may elect to take. Werner reserves the right to suspend or discontinue the availability of the Site or Services and/or any portion or feature of the Site or Services at any time in its sole discretion and without prior notice.
You understand and agree that you have no interest, monetary or otherwise, in any feature or content contained in the Site or Services, including without limitation, the Account registered to you, posted User Generated Content (defined below), etc., in the real world without Werner’s express written consent.
Additionally, you may not:
(a) Sublicense, lease, loan, or otherwise transfer your Account or use the Account, Site or Services for commercial purposes;
(b) Modify, adapt, reverse engineer or decompile the Site or Services software (“Software”), or otherwise attempt to derive source code therefrom;
(c) Create any copies or derivative works regarding the Site, Software or the Services;
(d) Use maillist, listserv, an auto-responder or spam on the Site, Software or Services or any processes that run or are activated while you are not logged in to your
Account, or that otherwise interfere with the proper working of the Site, Software or Services;
(e) Record, process or mine information about other users;
(f) Attempt to gain unauthorized access to the Site, Services, Accounts, Software, computer systems or networks connected to the same;
(g) Use the Site or Services to violate the security of any computer network, disrupt or interfere with the security of, or otherwise cause harm to the Site, Software or
(h) Crawl, scrape, index or spider any page or portion of the Site, Software or Services; or
(i) Otherwise use the Account, Site, Software or the Services except as expressly provided in this Agreement.
To use select Services offered under this Agreement, you must register for a user account (an “Account”) on the Site. Accounts are available only to adult individuals 18 years of age or older who have the necessary power and authority to enter in this Agreement who have been approved for credit. By accepting the terms of this Agreement, you represent that you are an adult 18 years of age or older and have the necessary power and authority to enter in this Agreement.
When you register for an Account, you will be given Access Credentials (defined below). The Access Credentials will allow the owner or holder of the Account access and use of select Services. You agree to accept full responsibility of all obligations under this Agreement for the actions of any user of any Account created by you.
You may also be required to apply and be approved of for credit prior to being allowed to register for an Account. The approval of the credit application may be withheld by Werner in its sole discretion.
Werner may suspend, terminate, modify, or delete an Account at any time for any reason, with or without notice to you. Most Account suspensions, terminations, and/or deletions are the result of violations of this Agreement or are a result of an abandoned Account.
Your Access and Use of Services on the Site
You Must Maintain the Security of Any Access Credentials Issued to You. To use select Services offered under this Agreement, you must register for an Account on the Site. If you create an Account on the Site, you will be given a user name and a temporary password, which you will be asked to change upon your first login (“Access Credentials”). It is solely your responsibility to maintain the security of your Access Credentials. You agree that Werner shall not be liable for any loss that you may suffer as a result of the authorized or unauthorized use of your Access Credentials by a third party. You shall not allow any other person to use any Service via your Access Credentials. You agree to ensure that you exit from your Account at the end of each session.
You Must Notify Werner of a Breach. You agree to immediately notify Werner of any unauthorized use of your Access Credentials, any unauthorized use of any Account that you may have with Werner, any violation of this Agreement, or any other breach of security known to you in connection with any Product or Service available on the Site by sending an email to firstname.lastname@example.org. Werner has the right to suspend or terminate your Account and refuse your use of the Software and/or Services for any reason, including for violations of this or any other agreement with Werner.
You Are Responsible for Your Decisions. Werner and its affiliates, through the Site and/or Services, may provide a venue through which you can obtain information and you can find third-party service providers (“Service Providers”). Werner does not endorse or recommend the products or services of any Service Provider and is not an agent or advisor to you or any Service Provider. Werner does not validate or investigate the licensing, certification or other requirements and qualifications of Service Providers. It is your responsibility to investigate Service Providers. You acknowledge and agree that Service Providers are solely responsible for any products or services that they may provide to you and that Werner shall not be liable for any losses, costs, damages or claims in connection with, arising from or related to your use of a Service Provider’s products or services. You acknowledge and agree that you rely on your own judgment in selecting any products or services offered by Service Providers.
No Guarantee of Quotes, Fees, Terms, Rates, Coverage or Services. Werner does not make any warranties or representations regarding any pricing, quotes, fees, terms, rates, discounts, specials, coverage or services offered or made available through the Site or Services or by Service Providers. Product representations expressed on this Site are that of the vendor and are not made by Werner. If a Product is listed at an erroneous price or with erroneous information, Werner shall have the right to refuse or cancel any orders placed for the Product listed at the erroneous price. Werner shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and you have been charged. If you have already been charged for the purchase and your order is canceled, we shall immediately issue a credit to you in the amount of the charge.
Fees and Payments
Access to and use of the Site, Services and an Account is currently free. However, at any time, Werner may choose to charge or change fees for access to the Site and/or Services, and Werner will notify you of those charges at the time that Werner offers the same for a fee. Werner may, in its sole discretion, and by notifying you on the Site or through the Services, of such a change to this policy and begin charging for access to the Site and/or Services, and Werner may, in its sole discretion, add, remove or change the features, Products and Services Werner offers or the fees (including the amount and type of fees) Werner charges at any time. If Werner introduces a new service or charges a new fee, Werner will post a reasonable notification of the fees for that service at the launch of the service or the start of charging a new fee. Upon the posting of such a notification, you agree to pay all fees and charges specified and all applicable taxes for your continued use of the applicable Site and/or Services.
Financial Transactions on the Account
You acknowledge and agree that Werner or its Processor (defined below) is authorized, but not required, to act on payment instructions received from anyone using your Account. You authorize Werner or its Processor to (a) initiate debits or charges against your financial account or credit card periodically for the amount then due for purchases made and Fees or other charges due (if any); and (b) initiate any other debits or credits authorized by you or anyone using the Account registered to you. All payments must be made in U.S. dollars from a U.S. bank or via alternative payment methods made available by Werner. You acknowledge that transactions may be facilitated by a third party payment processor (the “Processor”), and agree that Werner may share your information, including information about your financial accounts, with the Processor, for this purpose. All amounts paid are final and non-refundable, except where and to the extent required by law. All fees, balances or other charges not paid by you within thirty (30) days from the date of purchase are subject to interest charges. You are responsible for paying all taxes on any purchase, Fees or other charges. If Werner is obligated to collect any taxes, such taxes will be charged to and deducted from your Account as appropriate.
All return claims for shortages or errors must be made immediately upon discovery of such claim, must be in writing, and must specify with particularity the nonconformity. Returns require prior written authorization from Werner, and no credit will be allowed for goods returned without prior written authorization from Werner. A restocking fee may be assessed on all returned stock material. Special orders are non-returnable and non-refundable. To view Werner’s General Return Policy, please click here. To view Werner’s VMI Program Material Return Policy, please click here.
Transmissions, Submissions and Postings to the Site
You will remain the owner of the User Generated Content you post. You are responsible for the User Generated Content you have posted and that posted from any of your Accounts.
For all User Generated Content, you represent and warrant that (i) the poster has the right to post the User Generated Content, (ii) neither Werner’s nor any third party’s rights, laws, statutes, ordinances or regulations, e.g. COPPA, FERPA, CalOPPA, etc., will be violated by such posting, (iii) you are not being compensated for the posting; and (iv) the User Generated Content (a) is not harmful, trade libelous, fraudulent, threatening, abusive, harassing, defamatory, pornographic, obscene, explicit or vulgar, libelous, or otherwise injurious, objectionable or offensive or that infringes on Werner’s or any third party’s rights of publicity or privacy, (b) does not make the security of your Account, the Site, Software and/or Services vulnerable in any way, (c) does not contain any viruses, worms, Trojan horses, trap doors, back doors, easter eggs, time bombs, cancelbots or other code or computer programming routines that contain contaminating or destructive properties or that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information, (f) does not contain or constitute chain letters, mass mailings, political campaigning, or any form of “spam,” (g) does not contain information that is false, inaccurate or misleading and (h) does not include or constitute commercial advertisements or solicitations. You acknowledge that Werner and its designees shall have the right (but not the obligation) in their sole discretion to refuse or remove any User Generated Content or material that is available through the Site, Software and/or Services.
By posting User Generated Content, you grant Werner an irrevocable, perpetual, non-exclusive, transferable, sub-licensable, fully paid, worldwide license to use, copy, publicly perform, publicly display, reformat, edit, translate, excerpt (in whole or in part) and distribute such User Generated Content for any purpose, commercial, advertising, or otherwise, on or in connection with Werner, the Site and Services, or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Generated Content, and to grant and authorize sublicenses of the foregoing. You also hereby grant each user of an Account, Site and/or Service a worldwide, non-exclusive, fully paid, royalty free, worldwide license to use, copy, publicly perform, publicly display, host, reformat, edit, translate, excerpt (in whole or in part) any User Generated Content submitted by you during each such user’s use of the Account, Site and/or Services.
Although Werner does not regularly review transmissions, submissions or postings, Werner reserves the right (but not the obligation) to review, edit, refuse to post or remove User Generated Content.
You are solely responsible for all your transmissions, submissions or postings (e.g., User Generated Content) and the consequences of transmitting, submitting or posting them.
You irrevocably waive any and all claims and assertions of moral rights or attribution with respect to User Generated Content as against Werner.
Werner’s Intellectual Property Rights
The content in the Site, Software and Services, except your User Generated Content, to the extent any exists, including without limitation, the trademarks, copyrights, text, software, graphics, scripts, photos, music, videos, and the like (“Content”), is owned by or licensed to Werner and is subject to trademark, copyright and other intellectual property laws of the United States and foreign countries. Content in the Site, Software and Services is provided for your personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of Werner, which permission may be withheld in Werner’s sole discretion. Werner reserves all rights not expressly granted in and to the Site, Software, Services and Content. Werner makes no claim to any third-party names, trademarks or service marks appearing on the Site or through the Services. Any third-party names, trademarks, and service marks are property of their respective owners.
You shall be solely responsible for any damage resulting from your or your Account’s infringement of Werner’s or any third party’s intellectual property rights regarding the Content and/or any other harm incurred by Werner or its affiliates as a direct or indirect result of your or your Account’s copying, distributing, redistributing, transmitting, publishing or using the same for purposes that are contrary to the terms and conditions of this Agreement.
Your Use of the Content
Werner grants you a limited, non-exclusive, non-transferable, non-sublicensable license to make personal use of the Content as available on or through the Site and/or Services; provided, however, that you shall not delete any proprietary notices. You may not modify the Content or utilize it for any commercial purpose or any other public display, distribution, performance, sale, or rental, and may not decompile, reverse engineer, or disassemble the Content, or transfer or distribute the Content to another person or entity.
Except as otherwise permitted under the copyright laws of the United States, no other copying, distribution, redistribution, transmission, publication or use, other than as expressly permitted by this Agreement, is permitted by you without the express prior written permission of Werner, which permission may be withheld in Werner’s sole discretion.
You may not use any meta tags or any other “hidden text” utilizing Werner’s name or trademarks without the express written permission of Werner, which permission may be withheld in Werner’s sole discretion.
Your Use of the User Generated Content
You agree to only use so much of the User Generated Content or portions thereof, other than your own, as is necessary to utilize the Services for their intended purposes.
Access and Interference
You agree that neither you nor any user of an your Account will use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor the Site or any portion of the Site or for any other purpose, without Werner’s express written permission which may be withheld in Werner’s sole discretion. Additionally, you agree that neither you nor any user of an your Account will: (i) take any action that imposes, or may impose, in Werner’s sole discretion, an unreasonable or disproportionately large load on Werner’s infrastructure; (ii) copy, reproduce, modify, create derivative works from, distribute or publicly display any Content (except for your personal information) from the Site or Services without the prior written permission of Werner and the appropriate third party, as applicable; (iii) interfere or attempt to interfere with the proper working of the Site, Software or Services or any activities conducted on the same; or (iv) bypass any robot exclusion headers or other measures Werner may use to prevent or restrict access to the Site or Services. Notwithstanding the foregoing, Werner grants the operators of public search engines permission to use spiders to copy materials from the Site or Services for the sole purpose and solely to the extent necessary for creating publicly available search indices of the materials on the Site or Services, but not caches or archives of such materials. Werner reserves the right to revoke these exceptions either generally or in specific cases. You shall not collect or harvest any personally identifiable information, including account names, from the Site or Services. You shall not (i) use any communication systems provided on the Site or through the Services (such as comments or email) for any commercial or solicitation purposes or (ii) solicit for commercial purposes any users of the Site or Service without Werner’s express, written permission, which permission may be withheld in Werner’s sole discretion.
When you visit the Site, use the Services or send email to or otherwise contact Werner, you are communicating with Werner electronically. You consent to receive communications from Werner, its affiliates and partners electronically and via any e-mail address you provide to Werner, text message or other similar means or through the Site or Services for any purposes. Although Werner may choose to communicate with you by regular mail, Werner may also choose to communicate with you by e-mail or by posting notices on the Site or through the Services. You agree that all agreements, notices, disclosures and other communications that Werner provides to you electronically satisfy any legal requirement that such communications be in writing. You also agree to accept such messages and at any applicable network access, data usage or similar fees.
Your Responsibility for Equipment and Related Costs
You are responsible for obtaining and maintaining all telephone, computer hardware, Internet access services and other equipment, software (including a web browser) or services needed to access and use the Site and/or Services and all costs and fees associated with Internet access or long distance charges incurred with regard to your access and use of the Site. Werner will endeavor to make the Site and Services accessible on the most common web browsers and the current version of such web browsers and some common devices, but makes no representations or warranties on the same.
Third Party Links
If Werner provides aspects of the Site or Services your mobile or other device, please be aware that your carrier’s normal rates and fees may apply and that the terms of this Agreement and other agreements within the application apply to your use of such mobile application.
Werner respects the intellectual property rights of others. It is Werner’s policy to comply with the Digital Millennium Copyright Act, title 17, United States Code, Section 512, including, without limitation, responding to notices of alleged copyright infringement, and other applicable intellectual property laws.
When reporting infringing material to Werner (“DMCA Notice”) please provide:
(a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(b) 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;
(c) 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 Werner to locate the material;
(d) information reasonably sufficient to permit Werner to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
(e) a statement that the complaining party has 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; and
(f) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Upon receiving a complete DMCA Notice, Werner will
(a) take reasonable steps to remove or disable access to the allegedly infringing material and promptly notify the user or Account holder of the same;
(b) upon receipt of a counter notification described below, promptly provide the person who provided the notification with a copy of the counter notification, and inform that person that Werner will replace the removed material or cease disabling access to it in 10 business days; and
(c) replace the removed material and cease disabling access to it not less than 10, nor more than 14, business days following receipt of the counter notice, unless Werner’s designated agent (identified below) first receives notice from the person who submitted the notification that such person has filed an action seeking a court order to restrain the Account holder from engaging in infringing activity relating to the material on the Site or through the Services.
A counter notification must include:
(a) a physical or electronic signature of the user or Account holder;
(b) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
(c) a statement under penalty of perjury that the user or Account holder has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
(d) the user or Account holder’s name, address, and telephone number, and a statement that the user or Account holder consents to the jurisdiction of Federal District Court for the judicial district in which the user’s or Account holder’s address is located, or if the user’s or Account holder’s address is outside of the United States, for any judicial district in which Werner may be found, and that the user or Account holder will accept service of process from the person who provided notification or an agent of such person.
Pursuant to the Digital Millennium Copyright Act (17 U.S.C. §512(c)(2)), Werner’s designated agent to receive notices and counter notices of claimed infringement is:
Attention: DMCA Notice
Director of Marketing/Director of ERM
Werner Electric Supply Co.
P.O. Box 1897
4800 West Prospect Avenue
Appleton, Wisconsin 54914
Email address of designated agent: email@example.com
If you wish to report infringing materials other than for copyright infringement, please provide as much of the above information as possible. Although we reserve the right to remove any infringing material that we believe in good faith to be infringing material that is used without authorization by any Account holder or user of the Site and/or Services, Werner does not obligate itself to do so except in accordance with the Digital Millennium Copyright Act. We also reserve the right to suspend or delete the Account of any repeat offender.
This Agreement is effective until terminated. You may terminate this Agreement by deactivating your Account, stopping all use of the Site and/or Services and providing notice of termination to firstname.lastname@example.org. In the event that you terminate or breach this Agreement, you will forfeit your right to any and all Fees, purchases and other payments made in connection with the Site and Services and all Accounts will terminate. Werner may terminate this Agreement with or without notice by deactivating the Account and/or deleting or dissociating any User Generated Content. By way of example only, Werner may deactivate and/or terminate abandoned Accounts or Accounts which appear to be abandoned such as due to non-use for period of time. A termination of this Agreement will also act to terminate your Account. You acknowledge and agree that you are not entitled to any refund for any amounts paid or pre-paid in connection with the Account prior to termination of this Agreement.
Patches and Updates
Werner may apply patches, updates and modifications to its Site and/or Services at any time (each an “Update”), and features may change after the application of an Update. Werner may change, modify, suspend, or discontinue any aspect of any feature or Service at any time. Werner may also impose limits on certain features or restrict your access to parts or all of the Site, Software and/or Services without notice or liability. Werner makes no representation that a feature, the Site, Software and/or Services will work on a particular web browser, version of a web browser or device.
Werner Makes No Representations or Warranties Regarding the Content
THIS SERVICE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN OR PROVIDED THROUGH IT, IS PROVIDED “AS IS” WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DELAYS, ERRORS AND NON-INFRINGEMENT. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS SERVICE, THE SITE, SERVICES, SOFTWARE AND THE INFORMATION RECEIVED THROUGH THEM. FURTHER, WERNER MAKES NO REPRESENTATIONS WHATSOEVER ABOUT OTHER WEBSITES WHICH YOU MAY ACCESS THROUGH THE SITE OR THE CONTENT, SERVICES OR PRODUCTS CONTAINED THEREIN OR OBTAINED THERE THROUGH.
WERNER FURTHER DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, (1) REGARDING THE QUALITY, VALIDITY, CORRECTNESS, ACCURACY OR COMPLETENESS OF THE CONTENT, SERVICES, PRODUCTS AND MATERIALS ASSOCIATED WITH THE SITE OR SERVICES, (2) THAT THE FUNCTIONS CONTAINED ON THE SERVICES AND/OR SITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS OR INACCURACIES WILL BE CORRECTED, OR (3) REGARDING THE SAFETY, RELIABILITY, TITLE, TIMELINESS, COMPLETENESS, MERCHANTABILITY, CONFORMITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE CONTENT OR THE SERVICES AND PRODUCTS ASSOCIATED WITH THE SITE. WERNER MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE CONTENT THAT MAY BE AVAILABLE FOR DOWNLOADING FROM THE SITE OR THROUGH THE SERVICES IS FREE OF INFECTION FROM ANY VIRUSES, WORMS, TROJAN HORSES, TRAP DOORS, BACK DOORS, EASTER EGGS, TIME BOMBS, CANCELBOTS OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, DETRIMENTALLY INTERFERE WITH, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION. WERNER DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING ANY QUOTES, OFFERS, PRODUCTS OR SERVICES PROVIDED ON OR THROUGH THE SITE.
WERNER MAY MAKE CHANGES TO THE CONTENT OR MATERIALS, OR TO THE PRODUCTS, SERVICES, SPECIFICATIONS OR PRICES DESCRIBED IN THEM, AT ANY TIME WITHOUT NOTICE. THE CONTENT AND MATERIALS MAY BE OUT OF DATE, AND WERNER MAKES NO COMMITMENT TO UPDATE THE CONTENT OR MATERIALS AT ITS SERVICES AND/OR SITE OR TO MAKE ANY NOTIFICATION OF CHANGES. INFORMATION PUBLISHED AT THE SITE OR IN CONNECTION WITH THE SERVICES MAY REFER TO PRODUCTS, PROGRAMS OR SERVICES THAT ARE NOT AVAILABLE. YOU HEREBY RELEASE WERNER FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, DISCLOSED OR UNDISCLOSED, ARISING OUT OF OR IN ANY WAY RELATED TO A DISPUTE BETWEEN YOU AND ANOTHER ACCOUNT HOLDER OR USER.
CALIFORNIA RESIDENTS HEREBY SHALL AND DO WAIVE CALIFORNIA CIVIL CODE 1542, WHICH PROVIDES “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
THE SITE IS CONTROLLED AND OFFERED BY WERNER FROM WERNER’S FACILITIES IN THE UNITED STATES OF AMERICA. WERNER MAKES NO REPRESENTATIONS THAT THE SITE IS APPROPRIATE OR AVAILABLE FOR USE IN OTHER JURISDICTIONS. IF YOU ACCESS OR USE THE SITE FROM OTHER JURISDICTIONS, THEN YOU DO SO BY YOUR OWN VOLITION AND ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.
Limitations on Werner’s Liability
WERNER SHALL IN NO EVENT BE RESPONSIBLE TO, OR LIABLE TO, YOU, OR ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY DAMAGES, INCLUDING, BUT NOT LIMITED TO, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICES AND/OR SITE OR ANY INFORMATION RECEIVED FROM THE SAME, INCLUDING THE CONTENT OR ANY INFORMATION CONTAINED WITHIN OR THROUGH THE SERVICES AND/OR SITE INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR ANY LOSS OF PROFIT, REVENUE OR BUSINESS, AS A DIRECT OR INDIRECT RESULT OF: (I) YOUR BREACH OR VIOLATION OF THE TERMS AND CONDITIONS OF THIS AGREEMENT; (II) YOUR ACCESS AND USE OF THE SITE OR SERVICES; (III) YOUR DELAY IN ACCESSING OR INABILITY TO ACCESS OR USE THE SITE OR SERVICES FOR ANY REASON; (IV) YOUR DOWNLOADING OF ANY OF THE CONTENT FOR YOUR USE; (V) YOUR RELIANCE UPON OR USE OF THE CONTENT, OR (VI) ANY INFORMATION, SOFTWARE, PRODUCTS OR SERVICES OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE OR SERVICES, WHETHER RESULTING IN WHOLE OR IN PART, FROM BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF WERNER AND/OR ITS SUPPLIERS HAD BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICES AND/OR SITE IS TO TERMINATE YOUR ACCOUNT AND/OR STOP USING THE SITE, SERVICE, AND THE INFORMATION OBTAINED THEREIN. NOTWITHSTANDING THE ABOVE, WERNER’S LIABILITY AND THE LIABILITY OF ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, INDEPENDENT CONTRACTORS, SHAREHOLDERS, REPRESENTATIVES, AND AGENTS ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED $100.
YOU SPECIFICALLY ACKNOWLEDGE THAT WERNER SHALL NOT BE LIABLE FOR USER GENERATED CONTENT, AUTHORIZED USER GENERATED CONTENT OR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY, AND THAT THE RISK OF HARM OR DAMAGE FROM SUCH USER GENERATED CONTENT, AUTHORIZED USER GENERATED CONTENT AND THIRD-PARTY CONDUCT RESTS ENTIRELY WITH YOU.
YOU AND WERNER AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE OR SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
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.
Your Indemnification & Release of Werner
You shall defend, indemnify and hold harmless Werner and its officers, directors, shareholders, employees, independent contractors, agents, representatives and affiliates from and against all claims and expenses, including, but not limited to, attorneys’ fees, arising out of, or attributable to: (i) any breach or violation of this Agreement by you or someone using your Account; (ii) your failure to provide accurate, complete and current Registration Data requested or required by Werner; (iii) your or someone using your Account’s access or use of the Site or Services; (iv) access or use of the Site or Services under any Access Credentials that may be issued to you; (v) your or someone using your Account’s transmissions, submissions or postings (e.g., your own User Generated Content); (vi) your or someone using your Account’s purchase of any Products through this Site or Services; and/or (vii) any personal injury or property damage caused by you or someone using your Account. Upon learning of any claim, action or proceeding, Werner will undertake to promptly notify you. Werner reserves the right to take over the exclusive defense and control of any matter for which you would be required to indemnify Werner and you agree to cooperate with such defense. You agree not to settle any such matter without the prior written consent of Werner.
You release Werner (and its officers, agents, directors, subsidiaries, and employees) from claims, demands and damages of every kind and nature, known and unknown, arising out of or in any way related with any dispute between you or your Account and one or more users.
Amendments of this Agreement
Werner reserves the right to update, amend and/or change this Agreement at any time in its sole discretion and without notice. Updates to this Agreement will be posted here. Amendments will take effect immediately upon Werner posting the updated Agreement on the Site or through the Services. You are encouraged to revisit this Agreement from time to time in order to review any changes that have been made. The date on which this Agreement was last updated will be noted immediately above this Agreement. Your continued access or use of the Site or Services following the posting of any such changes shall automatically be deemed your acceptance of all changes. If you do not agree to the revised version of this Agreement, you will not be permitted to continue use of your Account or the Site and Services. If at any time you become no longer able to comply with the terms of the current version of this Agreement, you must terminate this Agreement and immediately stop using all Accounts as well as the Site and Services. You acknowledge and agree that you are not entitled to any refund for any amounts paid or pre-paid in connection with the Account prior to termination of this Agreement.
You acknowledge that Werner may be irreparably damaged if this Agreement is not specifically enforced, and damages at law would be an inadequate remedy. Therefore, in the event of a breach or threatened breach of any provision of this Agreement by you or someone using your Account, Werner shall be entitled, in addition to all rights and remedies, to an injunction restraining such breach or threatened breach, without being required to show any actual damage or to post an injunction bond, and/or to a decree for specific performance of the provisions of this Agreement. For purposes of this Section, you agree that any action or proceeding with regard to such injunction restraining such breach or threatened breach may be brought where you reside or in the courts of Milwaukee County, Wisconsin, or the United States District Court, Eastern District of Wisconsin. You consent to the jurisdiction of such court and waive any objection to the laying of venue of any such action or proceeding in such court. You agree that service of any court paper may be effected on such party by mail or in such other manner as may be provided under applicable laws, rules of procedure or local rules.
You agree that: (i) the Site and Services shall be deemed solely based in the State of Wisconsin; and (ii) the Site shall be deemed a passive site that does not give rise to personal jurisdiction over Werner, its affiliates and assigns, either specific or general, in jurisdictions other than the State of Wisconsin. This Agreement and the relationship between you and Werner is to be governed by and construed in accordance with the internal laws of the State of Wisconsin, without regard for principles of conflicts of laws. Any civil action, claim, dispute or proceeding arising out of or relating to this Agreement, except for an injunctive action regarding a breach or threatened breach of any provision of this Agreement by you as provided above, shall be brought in the courts of Milwaukee County, Wisconsin, or the United States District Court, Eastern District of Wisconsin and you agree to the exclusive jurisdiction and forum of the same. Werner’s failure to enforce any right or provision of this Agreement does not constitute a waiver of that right or provision.
If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement.
The headings contained in this Agreement are for convenience of reference only, are not to be considered a part of this Agreement, and shall not limit or otherwise affect in any way the meaning or interpretation of this Agreement.
All covenants, agreements, representations and warranties made in this Agreement that by their nature should survive, as may be amended by Werner from time to time, shall survive your acceptance of this Agreement and the termination of this Agreement.
If you have questions, comments, concerns or feedback regarding this Agreement or the Site or Services, please contact Werner via any of the methods set forth below:
• Via telephone: (866) 4-WERNER (4-937637)
Director of Marketing/Director of ERM
P.O. Box 1897
Werner Electric Supply Co.
4800 West Prospect Avenue
Appleton, Wisconsin 54914
• Via email: email@example.com