Software License Agreement

Gary MacFadden is willing to license, free of charge, specific Internet based software modules (the "Software" as well as any Updates furnished from time to time) only on the condition that you accept all of the terms in this Software License Agreement (the "agreement"). If You do not agree to all of the terms below, you are not licensed to use this software.


1.License. Subject to the terms and conditions of this agreement, You are hereby granted a limited, non-exclusive, personal license to use the Software, in machine-readable form only, solely for your own personal or internal business use only on National Electrical Manufacturer Association provided hosting site(s).


2.Restrictions. You may not use or copy the Software, or any copy thereof, in whole or in part, except as expressly provided in this agreement. You may not modify, reproduce, create derivative works of, distribute, sell, resell, lend, loan, lease, license, sublicense or transfer (except as expressly provided herein) the Software or any portion thereof. You may not reverse engineer, disassemble, de-compile, or translate the Software, or otherwise attempt to derive the source code of the Software, or authorize any third party to do any of the foregoing, except to the extent allowed under any applicable law.


3.License Fees. This Software is freely licensed to the National Electrical Manufacturer Association and it's customers.


4.Ownership. The Software is licensed, not sold, for use only under the terms of this agreement, and Gary MacFadden retains ownership of all copies of the Software itself.


5.Updates/Support. From time to time, new releases, revisions or enhancement may be may to the Software ("Updates") available to you.


6.Term/Termination. The agreement becomes effective when you utilize the Software by creating or processing system work requests created using the Software. This agreement will terminate immediately upon the material breach of any term or condition of this agreement.


7.Warranty Disclaimer. The Software is provided to you "As Is" and Gary MacFadden as licensor, the National Electrical Manufacturer Association, and any and all distributor suppliers and licensors expressly disclaim any and all warranties and representations of any kind with regard to any subject matter of this Agreement, including, without limitation, any warranty of non-infringement, title, fitness for a particular purpose, functionality or merchantability, whether express, implied or statutory. No oral or written information or advice given shall increase the scope of the above warranties or create any new warranties.


8.Limitation of Remedies. Regardless of whether any remedy set forth herein fails of its essential purpose or otherwise, in no event will Gary MacFadden, the National Electrical Manufacturer Association, or their suppliers and/or distributors be liable to you or to any third party for any lost profits, lost data, interruption of business, or other special, indirect, incidental or consequential damages of any kind arising out of the use or inability to use the Software or any data supplied therewith, even if Gary MacFadden, or the National Electrical Manufacturer Association has been advised of the possibility of such loss or damages and whether or not such loss or damages are foreseeable.?


9.U. S. Government End Users. The Software is a "commercial item" as that term is defined at 48 C.F.R. 2.101, consisting of "commercial computer software" as such term is used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Software with only those rights set forth therein.


10.High Risk Activity. You acknowledge and agree that the Software is not intended for use with any high risk or strict liability activity, including, without limitation, air or space travel, technical building or structural design, power plant design or operation, life support or emergency medical operations or uses, and that Gary MacFadden, and the National Electrical Manufacturer Association make no warranty and shall have no liability arising from any use of the Software in any high risk or strict liability activities.


11.General. This Agreement will be governed by the laws of the State of Virginia in the United States of America, without regard to or application of any conflicts of law rules or principles. The federal and state courts for Fairfax County, Virginia shall have exclusive jurisdiction over any disputes, claims or controversies arising out of or relating to this agreement, and you hereby irrevocably waive any objection to the jurisdiction of such courts over any such dispute, claim or controversy. If any provision of this Agreement is held to be unenforceable, that provision will be enforced to the extent permissible by law and the remaining provisions will remain in full force. This Agreement is the complete and exclusive statement of the agreement between us which supersedes any prior agreement, oral or written, and any other communications between You and Gary MacFadden, or the National Electrical Manufacturer Association in relation to the subject matter of this Agreement.


Gary MacFadden All rights reserved. All other trademarks are properties of their respective owners.