CONDUCTIX-WAMPFLER (Legal name: “CONDUCTIX, Inc.” a Nebraska Corporation) 

TERMS OF USE AGREEMENT FOR THE CONDUCTIX-WAMPFLER “PARTNERS SITE” AND “QUICK QUOTE WEB” ONLINE PROGRAMS (“PROGRAMS”) ACCESSED VIA WWW.CONDUCTIX.US. 

PLEASE READ THIS "TERMS OF USE AGREEMENT" ("LICENSE") CAREFULLY BEFORE USING THE CONDUCTIX-WAMPFLER PARTNERS SITE AND/OR QUICK QUOTE WEB PROGRAMS.  BY USING THESE PROGRAMS, YOU ARE AGREEING TO BE BOUND BY THESE TERMS OF USE. CLICK “AGREE” OR"DISAGREE/DECLINE" TO INDICATE YOUR DECISION.  IF YOU DO NOT AGREE TO THE PROVISIONS OF THE TERMS OF USE AGREEMENT, DO NOT USE THE PROGRAMS.  IF YOU DO NOT AGREE TO THE TERMS OF USE, EXIT THE PROGRAMS. 

AN IMPORTANT NOTE: The subject online programs are made available to you by means of a password supplied to you by Conductix-Wampfler for obtaining information about Conductix-Wampfler products and/or the creation of Conductix-Wampfler product Quotations and/or Bills of Material. This password is a License allowing you to create quotations and bills of material with the intent to purchase electrification systems from Conductix-Wampfler.  These programs may also be used to estimate the cost of our systems for inclusions in a larger bid package for the purpose of including Conductix-Wampfler products bid is won. The Partners Site is further designed to allow online ordering of the selected components. 

1. General. Access to the Conductix-Wampfler online programs, documentation, and any images associated with this License whether online, on disk, in read-only memory, on any other media or in any other form (collectively the "Programs") are licensed, not sold, to you by Conductix-Wampfler for use only under the terms of this License.  Conductix-Wampfler reserves all rights not expressly granted to you. The terms of this License will govern any online program upgrades provided by Conductix-Wampfler that replace and/or supplement the original programs, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.

 Title and intellectual property rights in and to any content displayed by or accessed through the Partners Site and/or Quick Quote Web Program belongs to the respective content owner. Such content may be protected by copyright or other intellectual property laws and treaties, and may be subject to terms of use of the third party providing such content. This License does not grant you any rights to use such content.

 2. Permitted License Uses and Restrictions.

A. Subject to the terms and conditions of this License, you are granted online use of the Partners Site and Quick Quote Web Programs. The Partners Site allows access to component part descriptions and pricing, and allows the placement of orders online. These orders are subject to our standard Terms and Conditions of sale. Quick Quote Web Programs may be used to create quotations and bills of material for conductor bar and other Conductix-Wampfler products. USER INFORMATION ENTERED INTO PARTNERS SITE OR QUICK QUOTE WEB REMAINS THE PROPERTY OF THE USER AND WILL NOT BE VIEWED BY ANYONE AT CONDUCTIX-WAMPFLER AND NOT SHARED WITH ANY THIRD PARTY.

 B. You may not, and you agree not to, or to enable others to, copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, create derivative works of the Conductix-Wampfler Partners Site and/or Quick Quote Web Programs, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by licensing terms governing use of Conductix-Wampfler Programs).  Any attempt to do so is a violation of the rights of Conductix-Wampfler and its licensors of the Partners Web Site and/or Conductix-Wampfler’s Quick Quote Web Program.

 3. Transfer. You may not rent, lease, lend, redistribute, or sub-license the Conductix-Wampfler password that was supplied to you by Conductix-Wampfler to access the Programs. This access code (password) is for the sole use of the user to which it was assigned and cannot be used by any other party not explicitly approved by Conductix-Wampfler.

 4. Consent to Use of Data. You agree that Conductix-Wampfler may collect, maintain, process and use diagnostic technical and related information, including but not limited to technical information about your computer, system and application software, and peripherals, that is gathered periodically to facilitate the provision of program updates, product support and other services to you (if any) related to the Conductix-Wampfler Partners site and Quick Quote Web programs and to verify compliance with the terms of this License. Conductix-Wampfler may use this information, so long as it is in a form that does not personally identify you, to improve our products or to provide services or technologies to you.

5. Conductix-Wampfler Partners Web Site and Quick Quote Web Services.  You acknowledge and agree that Conductix-Wampfler is not responsible for examining or evaluating the content or accuracy of any such third-party material or web sites that may be linked within the Partners Site and/or Quick Quote Web program. Conductix-Wampfler does not warrant or endorse and does not assume and will not have any liability or responsibility for any third-party materials or web sites, or for any other materials, products, or services of third parties. Links to other web sites are provided solely as a convenience to you. You agree that you will not use any third-party materials in a manner that would infringe or violate the rights of any other party, and that Conductix-Wampfler is not in any way responsible for any such use by you.

 You agree that the Programs and Services, including but not limited to graphics, audio clips, and editorial content, contain proprietary information and material that is owned by Conductix-Wampfler and/or its licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary information or materials in any way whatsoever except for permitted use of the Services. No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and you shall not exploit the Services in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity.

 Conductix-Wampfler and its licensors reserve the right to change, suspend, remove, or disable access to any Programs or Services at any time without notice. In no event will Conductix-Wampfler be liable for the removal of or disabling of access to any such Programs and Services. Conductix-Wampfler may also impose limits on the use of or access to the Programs and certain Services, in any case and without notice or liability.

 6. Termination. This License is effective until terminated. Your rights under this License will terminate automatically without notice from Conductix-Wampfler if you fail to comply with any term(s) of this License. Upon the termination of this License, you shall cease all use of the Conductix-Wampfler online Programs and services.

 7. Disclaimer of Warranties. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE CONDUCTIX-WAMPFLER PROGRAMS (AS DEFINED ABOVE) AND SERVICES (AS DEFINED BELOW) IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CONDUCTIX-WAMPFLER PROGRAMS AND SERVICES ARE PROVIDED "AS IS", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND CONDUCTIX-WAMPFLER AND CONDUCTIX-WAMPFLER’S  LICENSORS (COLLECTIVELY REFERRED TO AS "CONDUCTIX-WAMPFLER" FOR THE PURPOSES OF THIS SECTION AND SECTION 8) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE CONDUCTIX-WAMPFLER PROGRAMS AND SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. CONDUCTIX-WAMPFLER DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE CONDUCTIX-WAMPFLER PROGRAMS OR SERVICES, THAT THE FUNCTIONS CONTAINED IN THE CONDUCTIX-WAMPFLER PROGRAMS OR SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE CONDUCTIX-WAMPFLER PROGRAMS OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE CONDUCTIX-WAMPFLER PROGRAMS OR SERVICES WILL BE CORRECTED. YOU FURTHER ACKNOWLEDGE THAT THE CONDUCTIX-WAMPFLER PROGRAMS IS NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OF, OR ERRORS OR INACCURACIES IN THE CONTENT, DATA OR INFORMATION PROVIDED BY, THE CONDUCTIX-WAMPFLER PROGRAMS COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE, INCLUDING WITHOUT LIMITATION THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, LIFE SUPPORT OR WEAPONS SYSTEMS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CONDUCTIX-WAMPFLER OR A CONDUCTIX-WAMPFLER AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE CONDUCTIX-WAMPFLER PROGRAMS OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

 8. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL CONDUCTIX-WAMPFLER BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE CONDUCTIX-WAMPFLER PROGRAMS OR SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF CONDUCTIX-WAMPFLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CONDUCTIX-WAMPFLER IS NOT LIABLE FOR THE ACCURACY, QUALITY, AND/OR VERACITY OF ANY INFORMATION OR DATA THAT HAS BEEN ENTERED INTO THE PARTNERS SITE OR QUICK QUOTE WEB PROGRAMS BY USERS. THE USER ACCEPTS SOLE LIABILITY FOR ANY AND ALL INFORMATION ENTERED INTO THE PROGRAM BY THE USER.

 9. Complete Agreement; Governing Language. This License constitutes the entire agreement between the parties with respect to the use of the Conductix-Wampfler Programs licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter, with the exception of any additional terms and conditions you are required to accept if you choose to use the Conductix-Wampfler Partners Site which will govern your use of such site and any Services you use through that site. No amendment to or modification of this License will be binding unless in writing and signed by Conductix-Wampfler. Any translation of this License is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this License shall govern.

 10. Third Party Acknowledgements and Terms.

Portions of the Conductix-Wampfler Programs utilize or include third party software and other copyrighted material. Acknowledgements, licensing terms and additional disclaimers for such material are contained in the “online” electronic documentation for the Conductix-Wampfler Programs or may otherwise accompany such material, and your use of such material is governed by their respective terms.

 11. Miscellaneous Provisions. These Terms of Use will be governed by and construed in accordance with the laws of the State of Nebraska, without giving effect to its conflict of laws provisions or your actual state or country of residence. If for any reason a court of competent jurisdiction finds any provision or portion of the Terms of Use to be unenforceable, the remainder of the Terms of Use will continue in full force and effect.

 These Terms of Use constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of the Terms of Use will be effective only if in writing and signed by Conductix-Wampfler.