Terms of Use

Last Modified: December 15, 2014
Acceptance of the Terms of Use
Welcome to the website of the National Association of Electrical Distributors, Inc. ("NAED", "we" or "us"). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these "Terms of Use"), govern your access to and use of NAED.org, including any content, functionality and services offered on or through NAED.org, whether as a guest or a registered user with an NAED Member Profile (as defined in the Privacy Policy). Please read the Terms of Use carefully before you begin using NAED.org. By using NAED.org, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use NAED.org. By using NAED.org, you represent and warrant that you are of legal age to form a binding contract with NAED and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use NAED.org.
Changes to the Terms of Use
We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of NAED.org thereafter. However, any changes to the dispute resolution provisions set forth in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice on or prior to the date the change is posted on NAED.org. Your continued use of NAED.org following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.
Accessing NAED.org and Account Security

We reserve the right to withdraw or amend NAED.org, and any service or material we provide on NAED.org, in our sole discretion without notice. We will not be liable if for any reason all or any part of NAED.org is unavailable at any time or for any period. From time to time, we may restrict access to some parts of NAED.org, or all of NAED.org, to users, including registered users.

You are responsible for:

  • Making all arrangements necessary to have access to NAED.org.
  • Ensuring that all persons who access NAED.org through your internet connection are aware of these Terms of Use and comply with them.
To access NAED.org or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition to the use of NAED.org that all the information you provide on NAED.org is correct, current and complete. You agree that all information you provide to register with NAED.org or otherwise, including but not limited to information disclosed through the use of any interactive features on NAED.org, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If an NAED Member Profile is created, the logon, password or any other piece of information used as part of our security procedures, must be treated as confidential, and must not be disclosed to any other person or entity. You also acknowledge that your account is personal to you or your business and agree not to provide any other person or entity with access to NAED.org or portions of it using your logon, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your logon or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any logon, password or other identifier, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

Intellectual Property Rights

NAED.org and its entire contents, features and functionality including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof, are owned by NAED, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use NAED.org for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on NAED.org, except as follows:

  • Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
  • You may store files that are automatically cached by your Web browser for display enhancement purposes.
  • You may print or download one copy of a reasonable number of pages of NAED.org for your own personal, non-commercial use and not for further reproduction, publication or distribution.
  • If we provide applications for download, you may download a single copy to your computer or mobile device for such application’s intended use, provided you agree to be bound by our end user license agreement for such applications.
You must not:
  • Modify copies of any materials from this site.
  • Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this site.
You must not access or use any part of NAED.org or any services or materials available through NAED.org for commercial purposes.

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of NAED.org in breach of the Terms of Use, your right to use NAED.org will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to NAED.org or any content on NAED.org is transferred to you, and all rights not expressly granted are reserved by NAED. Any use of NAED.org not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

Trademarks

The NAED logo is a trademark of NAED. You must not use such mark without the prior written permission of NAED. All other names, logos, product and service names, designs and slogans on NAED.org are the trademarks of their respective owners.

Prohibited Uses

You may use NAED.org only for lawful purposes and in accordance with these Terms of Use. You agree not to use NAED.org:

  • In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries). 
  • For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
  • To send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards set out in these Terms of Use.
  • To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail", "chain letter","spam", or any other similar solicitation.
  • To impersonate or attempt to impersonate NAED, an NAED employee, another user or any other person or entity (including, without limitation, by using email addresses or logons associated with any of the foregoing).
  • To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of NAED.org, or which, as determined by us, may harm NAED or users of NAED.org or expose them to liability.
Additionally, you agree not to:
  • Use NAED.org in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of NAED.org, including their ability to engage in real time activities through NAED.org.
  • Use any robot, spider or other automatic device, process or means to access NAED.org for any purpose, including monitoring or copying any of the material on NAED.org.
  • Use any manual process to monitor or copy any of the material on NAED.org or for any other unauthorized purpose without our prior written consent.
  • Use any device, software or routine that interferes with the proper working of NAED.org.
  • Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
  • Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of NAED.org, the server on which NAED.org is stored, or any server, computer or database connected to NAED.org. 
  • Attack NAED.org via a denial-of-service attack or a distributed denial-of-service attack.Otherwise attempt to interfere with the proper working of NAED.org.

User Contributions

NAED.org may contain personal web pages or member profiles and other interactive features (collectively, "Interactive Services") that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions") on or through NAED.org.

All User Contributions must comply with the Content Standards set out in these Terms of Use.

Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on NAED.org, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material.

You represent and warrant that:

  • You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
  • All of your User Contributions do and will comply with these Terms of Use.
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not NAED, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of NAED.org.

Monitoring and Enforcement; Termination

We have the right to:

  • Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
  • Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of NAED.org or the public, or could create liability for NAED.
  • Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
  • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of NAED.org. 
  • Terminate or suspend your access to all or part of NAED.org for any or no reason, including without limitation, any violation of these Terms of Use.
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through NAED.org. YOU WAIVE AND HOLD HARMLESS NAED AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we cannot and do not undertake to review all material before it is posted on NAED.org, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Content Standards

These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety relate to the electrical distribution industry and comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:

  • Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
  • Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
  • Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
  • Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.
  • Create an NAED Member Profile for anyone other than yourself.
  • Disclose information which you do not have the right to disclose, including, but not limited to, confidential information of your employer.
  • Be likely to deceive any person.
  • Promote any illegal activity, or advocate, promote, or assist any unlawful act.
  • Cause annoyance, inconvenience or needless anxiety, or be likely to upset, embarrass, alarm, or annoy any other person.
  • Impersonate any person, or misrepresent your identity or affiliation with any person or organization. 
  • Solicit employment, recruit candidates, feature resumes, or promote employment availability in any way.
  • Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising. 
  • Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Copyright Infringement

We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from NAED.org infringe your copyright, you may request removal of those materials (or access to them) from NAED.org by submitting written notification to our Copyright Agent (designated below). In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), the written notice (the "DMCA Notice") must include substantially the following:

  • Your physical or electronic signature.
  • Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on NAED.org, a representative list of such works.
  • Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
  • Adequate information by which we can contact you (including your name, postal address, telephone number and, if available, email address).
  • A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
  • A statement that the information in the written notice is accurate.A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.  
Our designated Copyright Agent to receive DMCA Notices is:  
Justin P. Hamrick
120 S. Central, Ste. 1800
St. Louis, MO 63105
314.854.8600
jph@carmodymacdonald.com  

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.  

Please be aware that if you knowingly materially misrepresent that material or activity on the Website is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.  

Repeat Infringers  

It is our policy in appropriate circumstances to disable or terminate NAED Member Profiles of users who repeatedly infringe copyrights.  

Reliance on Information Posted

The information presented on or through NAED.org is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to NAED.org, or by anyone who may be informed of any of its contents.

NAED.org includes content provided by third parties, including materials provided by other users. All statements or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by NAED, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of NAED. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Changes to NAED.org

We may update the content on NAED.org from time to time, but its content is not necessarily complete or up-to-date. Any of the material on NAED.org may be out of date at any given time, and we are under no obligation to update such material.

Information About You and Your Visits to NAED.org

All information we collect on NAED.org is subject to our Privacy Policy.  By using NAED.org, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Links from NAED.org

NAED.org contains links to other sites and resources provided by third parties; these links are provided for your convenience only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to NAED.org, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Geographic Restrictions

We provide NAED.org for use primarily by persons located in the United States. If you are without the United States, you consent to having your personal data transferred to and processed in the United States. Access to NAED.org may not be legal by certain persons or in certain countries. If you access NAED.org from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or NAED.org will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF NAED.ORG OR ANY SERVICES OR ITEMS OBTAINED THROUGH NAED.ORG OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF NAED.ORG, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH NAED.ORG IS AT YOUR OWN RISK. NAED.ORG, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH NAED.ORG ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER NAED NOR ANY PERSON ASSOCIATED WITH NAED MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF NAED.ORG. WITHOUT LIMITING THE FOREGOING, NEITHER NAED NOR ANYONE ASSOCIATED WITH NAED REPRESENTS OR WARRANTS THAT NAED.ORG, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH NAED.ORG WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT NAED.ORG OR ANY SERVICES OR ITEMS OBTAINED THROUGH NAED.ORG WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

NAED HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

IN NO EVENT WILL NAED, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, NAED.ORG, ANY WEBSITES LINKED TO IT, ANY CONTENT ON NAED.ORG OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH NAED.ORG OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify and hold harmless NAED, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of NAED.org, including, but not limited to, your User Contributions, any use of NAED.org content, services, and products other than as expressly authorized in these Terms of Use or your use of any information obtained from NAED.org.

Governing Law and Jurisdiction

All matters relating to NAED.org and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Missouri without giving effect to any choice or conflict of law provision or rule (whether of the State of Missouri or any other jurisdiction).

Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or NAED.org shall be instituted exclusively in the federal courts of the United States or the courts of the State of Missouri in each case located in the County of St. Louis although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR NAED.ORG MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver by NAED of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of NAED to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and NAED with respect to NAED.org and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to NAED.org.

Your Comments and Concerns

This website is operated by the National Association of Electrical Distributors, Inc., located at 1181 Corporate Lake Drive, St. Louis, MO 63132.

All other feedback, comments, requests for technical support and other communications relating to NAED.org should be directed to web@NAED.org.

Thank you for visiting NAED.org.