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Marketplace Support

Schneider Electric - Terms of Use

Last Updated Date: May 15, 2025

Schneider Electric USA, INC.
Marketplace
Terms of Use

Welcome to the marketplace!

Please note that Section 16 of these Terms of Use contains a binding arbitration agreement and class action waiver. By agreeing to the Terms of Use, you and Schneider Electric agree to submit any disputes between us exclusively to individual arbitration and not to sue in court, except in the limited circumstances described below.

Table of contents

Accepting the Agreement
Supplemental Terms
Definitions
Your Account
Fees and Payment
Content
License Grant and Ownership
Acceptable Use and Monitoring
Third-Party Services
Indemnification
Warranties
Limitation of Liability
Disputes with Other Users
Confidential Information
Cancellation, Termination and Suspension
Arbitration Agreement
General Provisions

1. Accepting this Agreement.

These Terms of Use (“Terms of Use” or “Terms”) and the other documents that we reference below make up the requirements to use the Marketplace Platform. Capitalized terms are defined either in Section 3 below, or within the context of the Agreement.

The Agreement is a legally binding contract between you and Schneider Electric USA, Inc. Because it is such an important contract between us and our Users, we have tried to make it as clear as possible.

Please note that Section 16 contains an arbitration clause and class action waiver, applicable to all Users, and explains how to opt out of arbitration. Unless you validly opt out in accordance with these Terms, you agree to resolve any disputes with Schneider Electric exclusively through binding individual arbitration, with only limited exceptions. This means you and Schneider Electric are waiving the right to sue in court, have a trial by jury, or participate in a class or representative action. Please read Section 16 carefully, as it affects your rights.

The Agreement sets out your rights and responsibilities when you use the Marketplace Platform. Please read these Terms and all other policies, rules, terms, conditions, documents, and notices which comprise of the Agreement carefully. By using the Marketplace Platform, you’re agreeing to the terms and conditions of the Agreement. If you don’t agree with the Terms, you may not use the Marketplace Platform.

PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT GOVERNS THE USE OF THE MARKETPLACE PLATFORM AND APPLIES TO ALL USERS VISITING OR ACCESSING THE MARKETPLACE PLATFORM. BY ACCESSING OR USING THE MARKETPLACE PLATFORM IN ANY WAY, ACCEPTING THIS AGREEMENT BY CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE ACCOUNT REGISTRATION PROCESS, OR BY ACCESSING THE PLATFORM, YOU REPRESENT THAT: (a) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (b) YOU ARE AT LEAST EIGHTEEN (18) YEARS OF AGE AND ARE NOT BARRED FROM USING THE MARKETPLACE PLATFORM UNDER THE LAWS OF THE UNITED STATES, YOUR PLACE OF RESIDENCE OR ANY OTHER APPLICABLE JURISDICTION; AND (c) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR, IF YOU ARE ACCESSING OR USING THE MARKETPLACE PLATFORM ON BEHALF OF AN ENTITY, ON BEHALF OF THE ENTITY IDENTIFIED IN THE ACCOUNT REGISTRATION PROCESS. IF THE INDIVIDUAL ENTERING INTO THIS AGREEMENT IS DOING SO ON BEHALF OF AN ENTITY, ALL REFERENCES TO “YOU” OR “YOUR” IN THIS AGREEMENT WILL ALSO BE DEEMED TO REFER TO SUCH ENTITY. IF YOU DO NOT AGREE TO BE BOUND BY THE AGREEMENT, YOU MAY NOT ACCESS OR USE THE MARKETPLACE PLATFORM.

2. Supplemental Terms.

The Marketplace Platform enables businesses to sell, and people and companies to buy Schneider Electric products. In addition to these Terms, the following is a list of supplemental terms that you should review for those that are relevant for you, depending on how you use the Marketplace Platform:

Our Terms for Everyone. If you use the Marketplace Platform, you agree to these Terms of Use and our Privacy Policy, and Privacy Notice. In some situations, third parties' terms may apply to your use of the Marketplace Platform. For example, you may download an application that integrates with the Marketplace Platform. While this Agreement is our full agreement with you, other parties' terms govern their relationships with you.
Our Terms for Sellers. If you use the Marketplace Platform as a Seller, in addition to the terms described in “Our Terms for Everyone” section above, you agree to be bound by the terms in your Marketplace Seller Agreement, the Marketplace Seller’s Guide, your Payment Processor Agreement, and your Distributor Agreement.

All of these policies are a part of our Agreement, so be sure to read the ones that are relevant for you. Please continue to read the rest of these Terms of Use because they apply to all Users.

3. Definitions.

The following are some key terms that will be helpful as you read these Terms. Other key terms may be defined in context within the Agreement. These are denoted by bold and capitalization.

“Account” represents your legal relationship with Schneider Electric and your authorization to log in to and use the Marketplace Platform. It serves as a User’s identity on the Marketplace Platform.

“Agreement” refers, collectively, to all the terms, conditions, and notices contained or referenced in these Terms and all other operating rules, policies (including the supplemental terms mentioned in Section 2 above) and procedures that we may publish from time to time on or through the Marketplace Platform.

"Buyer” means any User accessing the Marketplace Platform or placing Orders for products sold via the Marketplace Platform.

“Confidential Information” means all information disclosed by Schneider Electric or made available to you through the use of or access to the Marketplace Platform, whether tangible or intangible and in whatever form or medium provided.

“Content” refers to content featured or displayed through the Marketplace Platform, including documents, information, data, text, artwork, audio, images, photographs, graphics, video, and messages.

“Documentation” means the user documentation made available online to Users.

“Marketplace” means the ecommerce marketplace available at www.shop.se.com/pro/us or any successor URL designated by Schneider Electric (the “Site”), operated by or on behalf of Schneider Electric, through which Schneider Electric enables Sellers to sell Products to Buyers.

“Marketplace Platform” means the Site and any other website application, interface, API, platform, portal, or web service application enabled or made available by Schneider Electric in connection with its operation of the Marketplace and any user’s access thereto.

“Order” means any order placed by a Buyer to purchase items from a Seller on or through the Marketplace Platform.

“Privacy Notice” means the Schneider Electric Marketplace Data Privacy Notice found at https://shop.se.com/pro/us/en/privacy-notice, as may be updated by Schneider Electric from time to time in its sole discretion.

“Privacy Policy” means the Schneider Electric Data Privacy Policy found at https://www.se.com/ww/en/about-us/legal/data-privacy.jsp, as may be updated by Schneider Electric SE from time to time in its sole discretion.

“Schneider Electric,” “we,” and “us” refers to Schneider Electric USA, Inc.

“Seller” means any User selling products through the Marketplace Platform.

“Seller Terms” means the terms which govern the sale of products to Buyers and communications related thereto, including the Seller’s privacy policy, shipping and delivery policy, returns and refunds policy, and any other terms the Seller includes as part of its profile.

“Share” (and its derivatives) refers to uploading, sharing, posting, emailing, transmitting, querying, commenting, or otherwise making available through, on or to the Marketplace Platform.

“User Content” is Content that is Shared by Users other than you.

“Users” are the individuals, companies, or organizations that have visited or are using the Marketplace Platform, including all Buyers and Sellers.

“You” and “your” refers to the individual, company, or organization that accepts this Agreement, creates the Account, accesses or uses any part of the Account, or that directs the use of the Account in the performance of its functions.

“Your Content” is Content that you Share.

4. Your Account.

4.1 Creating Your Account. In order to access certain features of the Marketplace Platform, you will be required to create an Account. You must be 18 years or older to use the Marketplace Platform. You must not create an Account or use the Marketplace Platform if you have been previously removed by Schneider Electric, or if you have been previously suspended or removed from the Marketplace Platform. You must not create an Account using a false identity or information, or on behalf of someone other than yourself.

4.2 Registration Data. In registering an Account on the Marketplace Platform, you must (a) provide true, accurate, current, and complete information about yourself as prompted (the “Registration Data”), and (b) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. Schneider Electric may suspend or terminate your Account and refuse any and all current or future use of the Marketplace Platform if you provide false or inaccurate data.

4.3 Responsibility for Account. You are solely responsible for any activity on your account. If you are registering as a business entity, you personally guarantee that you have the authority to agree to the Terms on behalf of the business.

4.4 Your Account. You do not own or have any other property interest in your Account. Furthermore, you are responsible for all activities that occur under your Account. You may not share your Account or password with anyone, and you must tell us immediately of any unauthorized use of your password or any other breach of security. You may not have more than one Account at any given time. Schneider Electric reserves the right to remove or reclaim any usernames at any time and for any reason, including claims by a third party that a username violates the third party’s rights.

4.5 Communications with Schneider Electric. Except as may be set forth in any supplemental terms, including the FAQs, Schneider Electric offers support via email. Please review Section 17 (General Provisions) for how to contact Schneider Electric for legal notices.

5. Fees and Payment.

5.1 Fees. Any User who is a Buyer under these Terms will pay the fees and costs set forth in your Order, including any applicable shipping fees (“Fees”) in accordance with the Seller Terms and terms of the Order.

5.2 Payment. Payment of the Fees may be made through the use of a third-party payment processor (“Payment Processor”). Your payment of the Fees will be subject to the Seller Terms and terms of the Payment Processor.

5.3 Disclaimer. Schneider Electric is not responsible for any payments of Fees made by you to Seller by or any other User and shall have no liability for losses or damages resulting from payments made through the Marketplace Platform. Unless otherwise expressly set forth in another agreement between you and Schneider Electric, Schneider Electric will have no responsibility or obligation with regard to refunds, returns, or recalls. Returns and refunds will be handled in accordance with the Seller Terms. If you have a problem with the payment of any Fees, please contact your bank (Buyers) or Payment Processor (Sellers), as applicable. Nothing in these Terms will limit Schneider Electric’s rights under any other agreement with any User related to payments and Fees.

6. Content.

6.1 Your Content. You may not Share any of Your Content unless you have the necessary rights as contemplated in the Agreement. When you Share any of Your Content, you represent that you own or have sufficient rights to Share Your Content in connection with the Marketplace Platform, including to grant the license set forth in Section 7.2 (Your Grant of License). If you Share any of Your Content to any area of the Marketplace Platform that is accessible by other Users, those Users may be able to search for, see, use, modify and/or reproduce any of Your Content on or off the Marketplace Platform. Schneider Electric has the right, but not the obligation, in its sole discretion to remove or block any of Your Content at any time where (a) Your Content violates applicable laws, regulations, orders, or is in violation of the Agreement, including the acceptable use policy; (b) removal or blocking is necessary because of exigent circumstances or to protect the safety, security, reputation, or integrity of the Marketplace Platform, Schneider Electric, or any third party; (c) in order to respond to requests from law enforcement or any other governmental authority; or (d) that Schneider Electric determines is irrelevant or inapplicable to the Marketplace Platform.

6.2 Inappropriate Content. You are entirely responsible for all of Your Content that you Share. You must not share any of Your Content on or through the Marketplace Platform, that: (a) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, pornographic, offensive, or profane; (b) infringes or misappropriates any third party’s intellectual property rights or other proprietary rights; (c) contains any viruses, worms or other malicious computer programming codes that may damage the Marketplace Platform; (d) contains any personal information, such as financial, medical or other sensitive personal information, such as government IDs, passport numbers or social security numbers; or (e) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes. Furthermore, Your Content may not contain nudity, violence, sexually explicit, obscene, or offensive subject matter as determined by Schneider Electric in its sole discretion. You may not Share any of Your Content that includes any identifiable person or any of their personal characteristics without that person’s permission.

6.3 User Content. Schneider Electric is not responsible for and does not control any User Content. Schneider Electric does not approve or endorse, or make any representations or warranties with respect to any User Content. Your use of all User Content and interactions with other Users is at your own risk. You are solely responsible for your interactions with other Users of the Marketplace Platform and any other third parties with whom you interact through the Marketplace Platform.

6.4 Data Backup. Schneider Electric is not responsible and will not have any liability for (a) any such loss or the accuracy of any Content; (b) the failure to store, transmit, or receive transmission of any Content; or (c) the security, privacy, storage, or transmission of other communications originating with or involving use of the Marketplace Platform. Schneider Electric is not responsible for the backup of Your Content or User Content. You acknowledge that data conversion, processing and manipulation are subject to the likelihood of human and machine errors, omissions, delays, and losses, including inadvertent loss of data or damage to media that may give rise to loss or damage. You should adopt reasonable measures to limit the impact of such problems, including backing up data, and adopting procedures to ensure the accuracy of data; examining and confirming results prior to use; and adopting procedures to identify and correct errors and omissions, replace lost or damaged media, and reconstruct data. You are also responsible for complying with all local, state, and federal laws pertaining to the use and disclosure of any data.

7. License Grant and Ownership.

7.1 Schneider Electric Grant of License. Subject to your compliance with the Agreement, Schneider Electric grants to you a limited, revocable, royalty-free, worldwide, non-exclusive, non-transferable license to use and access the Marketplace Platform, for your internal business purposes solely in accordance with the Documentation. Except as otherwise expressly granted in a separate agreement between you and Schneider Electric, this license does not include any right to resell or collect and use any product listings, descriptions, or prices contained on the Marketplace Platform; any derivative use of the Marketplace Platform, Your Content, or User Content; any downloading or copying of account information for the benefit of another party; or any use of data mining, robots, or similar data gathering and extraction tools. Except as expressly permitted herein, the Marketplace Platform and/or any portion of the Marketplace Platform may not be reproduced, sold, resold, visited or otherwise exploited for any purpose without Schneider Electric’s express written consent. Any unauthorized use automatically terminates the permissions and/or licenses granted by us to you. Some features may not be available on all devices. Further, the Schneider Electric’s name, logo, and trademarks, stylizations, graphics, service marks and tradenames use on or with the Marketplace Platform (“Schneider Electric Marks”) are the trademarks of Schneider Electric and may not be used without permission. Other trademarks, service marks and trade names that may appear on or in the Marketplace Platform are the property of their respective owners. You may not use Schneider Electric’s name or any language, pictures or symbols that could, in Schneider Electric’s judgment, imply Schneider Electric’s endorsement in any (i) written or oral advertising or presentation, or (ii) brochure, newsletter, book, or other written material of whatever nature, without prior written consent.

7.2 Your Grant of License. You hereby grant to Schneider Electric a worldwide, non-exclusive, royalty-free, transferable, sublicensable to Users and multiple tiers of other sublicensees, irrevocable, perpetual right (including any moral rights) and license to use, reproduce, perform, display, distribute, store, adapt, translate, modify, process, and create derivative works of all of Your Content, in whole or in part, and in combination with User Content and other data or materials for the purposes of (a) providing and operating the Marketplace Platform, performing support, and performing additional maintenance and services related to the Marketplace Platform; and (b) to improve the Marketplace Platform. Without limiting the foregoing, you acknowledge that Your Content may be used by Schneider Electric or third-party providers of artificial intelligence or deep learning platforms, algorithms, tools and/or models, to train, develop, enhance, evolve, and improve the Marketplace Platform and the underlying artificial intelligence models, algorithms and related technology, products, and Marketplace Platform (including for labeling, classification, content moderation, and model training purposes), as well as for marketing and promotional purposes.

7.3 Feedback. You hereby grant Schneider Electric a royalty-free, worldwide, irrevocable, perpetual license to use or incorporate into the Marketplace Platform, without restriction, any and all suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you relating to any of the Marketplace Platform (“Feedback”). Schneider Electric will not publicly identify you as the source of such Feedback without your permission.

7.4 Usage Data. As between Schneider Electric and you, all data analytics, technical logs, learnings, and data generated from your use of the Marketplace Platform (“Usage Data”) is the sole and exclusive property of Schneider Electric. Except for Usage Data related to the performance of a Seller, which Schneider Electric may disclose to such Seller, Schneider Electric will not disclose Usage Data externally unless it is (a) de-identified so that it does not identify you; and (b) aggregated with data across other Users.

7.5 Ownership. Except for the limited license granted to Schneider Electric under Section 7.2 (Your Grant of License), you solely own and retain all rights, title and interest in Your Content. Except for the limited license granted to you pursuant to Section 7.1 (Schneider Electric’ Grant of License), Schneider Electric solely owns and retains all right, title and interest in and to the Marketplace Platform, Usage Data, Feedback, and Schneider Electric Marks, including all of the software comprising any portion thereof and all related services, specifications, Documentation, technical information, corrections, modifications, derivatives, additions, improvements and enhancements to and all intellectual property rights in the foregoing. All techniques, know-how, software, algorithms and methods or rights thereto owned by Schneider Electric at the time you accept, developed during the course of the design, development, and provision of the Marketplace Platform, or which are employed by Schneider Electric in connection with the Marketplace Platform, shall be and remain the property of Schneider Electric.

8. Acceptable Use and Monitoring

8.1 Compliance with Laws and Regulations. You are responsible for complying with all applicable laws, rules, and regulations in all of your actions related to your use of the Marketplace Platform, regardless of the purpose of the use.

8.2 Conduct and Restrictions. You will not, and will not permit or enable any other third party to:

(a)sell, resell, lease, lend, distribute, provide access to, sublicense, or otherwise make available the Marketplace Platform, in whole or in part, to a third party;

(b)in any way alter, change, modify, adapt, translate or make derivative works of the Marketplace Platform;

(c)decompile, disassemble, or reverse engineer the Marketplace Platform or any elements of the Marketplace Platform, or otherwise derive source or object code or non-public APIs from the Marketplace Platform or any elements thereof;

(d)transmit any viruses or programming routines intended to damage, surreptitiously intercept, or expropriate any system, data or personal information;

(e)conduct security or vulnerability tests of the Marketplace Platform, interfere with its operation, or circumvent its access restrictions;

(f) use the Marketplace Platform to develop a product that competes with the Marketplace Platform or use the Marketplace Platform to provide, or incorporate the Marketplace Platform into, any substantially similar service for the benefit of a third party;

(g)do any “mirroring” or “framing” of any part of the Marketplace Platform, or create Internet links to the Marketplace Platform that include log-in information, usernames, passwords, and/or secure cookies;

(h)sublicense or operate the Marketplace Platform for timesharing, rental, outsourcing, or service bureau operations, or to train persons;

(i) remove or obscure any proprietary or other notices contained in any Marketplace Platform;

(j) use the Marketplace Platform in violation of any Schneider Electric agreement or policy; or

(k)access the Marketplace Platform by any means other than through the interfaces provided or enabled by Schneider Electric.

8.3 Monitoring. Schneider Electric may, but is not obligated to, investigate, monitor, pre-screen, remove, refuse, or review the Marketplace Platform and/or Content, at any time. You hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the Sharing of Your Content in any form.

8.4 Removal or Disclosure. Schneider Electric reserves the right, except to the extent prohibited by applicable law, to: (a) remove or refuse to process any of Your Content for any or no reason in our sole discretion; (b) take any action with respect to any of Your Content that Schneider Electric deems necessary or appropriate in its sole discretion, including if Schneider Electric believes that Your Content violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of Users or the public, or could create liability for Schneider Electric; (c) 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; (d) disclose any Content on or in the Marketplace Platform, including Your Content, in Schneider Electric’ possession or control in connection with your use of the Marketplace Platform, to (i) comply with applicable laws, legal process or governmental request, (ii) enforce the Agreement, (iii) respond to any claims that Your Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property, or personal safety of Schneider Electric, its Users or the public, and all enforcement or other government officials, as Schneider Electric in its sole discretion believes to be necessary or appropriate; (e) take appropriate legal action, including referral to and cooperation with law enforcement and/or other applicable legal authorities, for any illegal or unauthorized use of the Marketplace Platform or if Schneider Electric otherwise believes that criminal activity has occurred; and/or (f) terminate or suspend your access to all or part of the Marketplace Platform for any or no reason, including any violation of the Agreement. Upon determination of any possible violations by you of any provision of the Agreement, Schneider Electric, may, at its sole discretion immediately terminate your license to use the Marketplace Platform, or change, alter or remove Your Content, in whole or in part, without prior notice to you.

9. Third-Party Services

9.1 Third-Party Websites, Applications and Ads. The Marketplace Platform may use and/or contain links to third-party websites, mobile apps, software, products, services, and advertisements for third parties, including connections with and to the Payment Processor (collectively, the “Third-Party Services”). Schneider Electric has no control over these Third-Party Services or their content and does not assume responsibility or liability for any content, opinions, or material available on them. Third-Party Services may include websites operated by third parties that Schneider Electric engages to provide certain services to you on Schneider Electric’s behalf. The Marketplace Platform may also contain data or other materials that are made available by third parties, or content that is based on such third-party data or other materials.

9.2 Disclaimer. Schneider Electric does not own the Third-Party Services or the Content, opinions, and materials contained therein. Schneider Electric expressly disclaims, and does not assume, any responsibility or liability for any Third-Party Services, or any Content, opinions, or material available on Third-Party Services, or such Third-Party Services’ privacy practices with respect to information that you provide via the Third-Party Services. Schneider Electric does not endorse the content of any Third-Party Services or represent or warrant that a Third-Party Service is or will be free of computer viruses or other harmful code that can impact your computer or other web-access device. We encourage you to review any Third-Party Service's terms of use and privacy policy as those apply to your use of the Third-Party Service and any information that they collect.

10. Indemnification

10.1 Indemnification. User must indemnify, release and hold harmless Schneider Electric, its affiliates, subsidiaries, shareholders, officers, directors, employees, licensors, contractors, agents and representatives, (each, a “Schneider Electric Party” and collectively, the “Schneider Electric Parties”) against any and all losses, liabilities, damages, penalties, liens, fees (including reasonable attorneys’ fees, disbursements and costs of investigation), costs and expenses (collectively “Losses”) suffered, incurred or sustained by any Schneider Electric Parties or to which any Schneider Electric Parties become subject, any third party claims resulting from or arising out of or relating to: (a) the Your Content; (b) your use of, or inability to use, the Marketplace Platform; (c) your violation of any term of this Agreement; (d) your violation of any rights of another party, including the infringement, violation or misappropriation of any intellectual property rights or proprietary rights of a third party; (e) any Orders, the Seller Terms, or terms of the Payment Processor; and (f) your violation of any applicable laws, rules or regulations; and (g) your willful, grossly negligent, tortious or criminal acts or omissions.

10.2 Defense. Schneider Electric reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Schneider Electric in asserting any available defenses. The applicable Schneider Electric Party will provide you with written notice of any claim for which it seeks indemnification under this Section 10. User shall not enter into a settlement of any such claim, lawsuit, action, demand, or other proceeding that does not include a full release of all applicable Schneider Electric Parties or involves a remedy other than the payment of money, without the Schneider Electric Party’s prior written consent.

11. Warranties

11.1 Your Representations and Warranties. You represent and warrant to Schneider Electric that (a) your Content does not infringe, violate, or misappropriate the intellectual property rights or proprietary rights of any third party; (b) you have obtained all necessary rights and consents to provide Your Content under this Agreement; (c) you hold all applicable licenses and qualifications required by applicable law and will otherwise comply with all applicable law, rules, and regulations; (d) you will comply with all applicable law, rules, and regulations; and (e) you satisfy and will continue to satisfy all eligibility requirements to use the Marketplace Platform, as such requirements may be revised or updated.

11.2 Disclaimer.

(a) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE MARKETPLACE PLATFORM IS MADE AVAILABLE BY SCHNEIDER ELECTRIC “AS IS” AND WITH ALL FAULTS, ERRORS, BUGS AND DEFECTS. SCHNEIDER ELECTRIC MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE CONDITION, CHARACTER, NATURE, CAPABILITY, PERFORMANCE, SECURITY, AVAILABILITY, SUITABILITY, TITLE, SOURCE OR ANY OTHER CHARACTERISTIC OF THE MARKETPLACE PLATFORM OR ANY PORTION THEREOF. SCHNEIDER ELECTRIC HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE MARKETPLACE PLATFORM, INCLUDING: (i) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT; (ii) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; OR (iii) ANY WARRANTY THAT THE MARKETPLACE PLATFORM WILL BE SECURE OR ERROR-FREE, WILL MEET YOUR REQUIREMENTS, WILL CONTAIN ANY PARTICULAR FEATURES OR FUNCTIONALITY, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY OR SECURE, OR OPERATE WITHOUT ERROR.

(b) SCHNEIDER ELECTRIC DOES NOT STORE OR INSPECT ANY OF THE ITEMS SOLD THROUGH THE MARKETPLACE PLATFORM. SCHNEIDER ELECTRIC PROVIDES THE VENUE TO SELL PRODUCTS BY SELLERS, HOWEVER THE ITEMS LISTED FOR SALE ON THE MARKETPLACE PLATFORM ARE LISTED AND SOLD DIRECTLY BY A SELLER. SCHNEIDER ELECTRIC CANNOT AND DOES NOT MAKE ANY WARRANTIES ABOUT THE PRODUCTS’ QUALITY, SAFETY, AUTHENTICITY, OR CONDITION. ANY LEGAL CLAIM RELATED TO AN ITEM PURCHASED ON OR THROUGH THE MARKETPLACE PLATFORM MUST BE BROUGHT DIRECTLY AGAINST THE SELLER OF THAT ITEM. YOU RELEASE SCHNEIDER ELECTRIC FROM ANY CLAIMS RELATED TO THE ITEMS SOLD ON OR THROUGH THE MARKETPLACE PLATFORM, INCLUDING FOR DEFECTIVE ITEMS, MISREPRESENTATIONS BY SELLERS, OR ITEMS THAT CAUSE PHYSICAL INJURY.

(c) SCHNEIDER ELECTRIC DISCLAIMS ANY AND ALL LIABILITY TO USERS ARISING OUT OF OR RELATING TO (i) PURCHASES MADE BY USERS ON OR THROUGH THE MARKETPLACE PLATFORM; (ii) THE SELLER TERMS; (iii) THE RELATIONSHIP BETWEEN BUYER AND SELLER OR ANY THIRD-PARTY SERVICE; AND (iv) THE PAYMENT PROCESSOR.

(d) ANY CONTENT, INCLUDING USER CONTENT, DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE MARKETPLACE PLATFORM IS ACCESSED AT YOUR OWN RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ALL DAMAGE TO YOUR PROPERTY OR ALL OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.

12. Limitation of liability

12.1 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SCHNEIDER ELECTRIC BE LIABLE UNDER ANY THEORY OF LIABILITY, WHETHER IN AN EQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), ATTORNEY’S FEES AND COSTS, OR OTHERWISE, FOR DAMAGES WHICH, IN THE AGGREGATE, EXCEED THE GREATER OF (a) THE AMOUNT OF PAYMENTS MADE BY YOU TO SCHNEIDER ELECTRIC DIRECTLY FOR YOUR USE OF THE MARKETPLACE PLATFORM; OR (b) ONE HUNDRED DOLLARS ($100). THE LIMITATIONS SET FORTH IN THIS SECTION 12 (LIMITATION OF LIABILITY) SHALL NOT APPLY TO YOUR OBLIGATION TO PAY FOR FEES DUE UNDER THIS AGREEMENT, IF ANY, OR ANY OTHER AGREEMENT BETWEEN YOU AND SCHNEIDER ELECTRIC.

12.2 Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SCHNEIDER ELECTRIC BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND AND HOWEVER CAUSED INCLUDING, ATTORNEYS FEES AND COSTS, BUSINESS INTERRUPTION, LOSS OF DATA, OR LOSS OF PROFITS, BUSINESS OPPORTUNITIES, OR GOODWILL.

12.3 No Liability for Conduct of Third Parties. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH BUYERS AND SELLERS, AS APPLICABLE, OTHER USERS, AND OTHER THIRD PARTIES ON THE MARKETPLACE PLATFORM. YOU ACKNOWLEDGE AND AGREE THAT THE SCHNEIDER ELECTRIC PARTIES ARE NOT LIABLE FOR THE CONDUCT OF OTHER USERS OR OTHER THIRD PARTIES, INCLUDING OPERATORS OF THIRD-PARTY SERVICES. YOU UNDERSTAND THAT SCHNEIDER ELECTRIC DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF OTHER USERS OR THIRD PARTIES. SCHNEIDER ELECTRIC MAKES NO WARRANTY THAT THE MARKETPLACE PLATFORM OR PRODUCTS PROVIDED BY OTHER USERS AND THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. SCHNEIDER ELECTRIC MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SUCH GOODS OR MARKETPLACE PLATFORM, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE MARKETPLACE PLATFORM.

13. Dispute with other users.

13.1 Disputes between Users. In the event of a dispute between you and another User or a third party, you should contact the other party and attempt to resolve the dispute. Schneider Electric does not have any obligation to assist or get involved in any dispute between Users or other third parties.

13.2 Assistance from Us. Buyers and Sellers who are unable to resolve a dispute related to a transaction on the Marketplace Platform may contact Schneider Electric through your registered Account. In our sole discretion, Schneider Electric will attempt to help you resolve disputes in good faith, but we will not make judgments or determinations regarding legal issues or claims. Schneider Electric has no obligation to resolve, or to assist in resolving, any disputes.

13.3 Release. You release Schneider Electric from any claims, demands, and damages arising out of disputes with other Users or third parties.

14. Confidentiality.

14.1 Non-Disclosure. Schneider Electric may disclose or make available Confidential Information to you whether or not pursuant to this Agreement or through the Marketplace Platform. You must: (a) hold in confidence and safeguard the Confidential Information of Schneider Electric from unauthorized use, access, disclosure or processing using no less than a commercially reasonable degree of care at least as strict as the level of care used by you to protect your own confidential information; (b) not use or exploit the Confidential Information in any way except for the purposes of using the Marketplace Platform; and (c) not disclose or make available such Confidential Information (in whole or in part) to any person or entity other than to its representatives who: (i) need access to such Confidential Information pursuant to their provision of services to you or as part of their employment by you; and (ii) are bound by obligations with respect to Confidential Information consistent with, and no less protective than this Agreement. You are responsible for any and all breaches of the Agreement caused by its representatives, employees, or other third parties who gain access to Confidential Information through you. You must promptly report to Schneider Electric any actual or suspected violation of the Agreement and take all reasonable further steps to prevent, control or remedy any such violation.

14.2 Exclusions. Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of your breach of the Agreement; (b) is obtained by you on a non-confidential basis from a third party that was not legally or contractually restricted from disclosing such information; or (c) you establish, by documentary evidence, was or is independently developed by you without using any Confidential Information of Schneider Electric.

14.3 Injunctive Relief. Schneider Electric may seek injunctive or other equitable relief for an actual or threatened breach of this Section 14.

15. Cancellation, Termination and Suspension.

15.1 Your Termination. You may cancel your Account by following the steps set forth in the FAQs or otherwise as provided within your account. Cancellation of your Account terminates this Agreement in the accordance with the terms set forth in this Section 15.

15.2 Suspension by Schneider Electric. In addition to the rights set out elsewhere in this Agreement, Schneider Electric may suspend or terminate your access to your Account or any of the Marketplace Platform with or without notice, in the event that (a) you provide any information that is untrue, inaccurate, incomplete or not current, or Schneider Electric has reasonable grounds to suspect that any information you provide is untrue, inaccurate, incomplete or not current; (b) you breach the terms of this Agreement; (c) Schneider Electric reasonably believes such action is necessary to protect the security or integrity of any of the Marketplace Platform or any data therein, or (d) your use of or access to the Marketplace Platform risks material harm to the Marketplace Platform, other Users, or others or violation of law.

15.3 Modification, Suspension or Discontinuance of Marketplace Platform. We reserve the right to change, suspend, or discontinue any of the Marketplace Platform for you, any or all Users, at any time, for any reason, including those laid out in our policies under the Agreement. We will not be liable to you for the effect that any changes to the Marketplace Platform may have on you, including your income or your ability to generate revenue through the Marketplace Platform.

15.4 Termination by Schneider Electric. Schneider Electric may terminate this Agreement at any time, without cause.

15.5 Effect of Termination. Upon cancellation of your Account or other termination of the Agreement, Schneider may, in its sole discretion, either (a) terminate your Account immediately and cancel any outstanding Orders associated with your terminated Account, or (b) terminate your right to place or fulfill new Orders immediately, but permit the fulfillment of any outstanding Orders placed prior to the termination of the Account and following completion of such outstanding Orders, your Account will terminate. Any Orders and Accounts that remain active pursuant to Section 15.5(b) shall remain subject to these Terms and any applicable supplemental terms until termination of the Account and completion of the Orders. If we suspend your Account or access to the Marketplace Platform, we may also bar your further use or access to the Marketplace Platform or purchases of Products therein. Except where an exclusive remedy is provided, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.

15.6 Survival. All provisions of this Agreement that by their nature should survive termination will survive termination — including: license rights, ownership provisions, confidentiality, warranty disclaimers, indemnity, and limitations of liability.

16. Arbitration Agreement.

16.1 Applicability of Arbitration Agreement. Subject to the terms of this Agreement, you and Schneider Electric agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Marketplace Platform, any communications you receive, any products sold or distributed through the Marketplace Platform or this Agreement and prior versions of this Agreement, including claims and disputes that arose between you and us before the effective date of this Agreement (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (a) you and Schneider Electric may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (b) you or Schneider Electric may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement.

16.2 Informal Dispute Resolution.

(a)There might be instances when a Dispute arises between you and Schneider Electric. If that occurs, Schneider Electric is committed to working with you to reach a reasonable resolution. You and Schneider Electric agree that good faith informal efforts to resolve Disputes can result in a prompt, low-cost and mutually beneficial outcome (“Informal Dispute Resolution”). You and Schneider Electric therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.

(b) The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within forty-five (45) days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Schneider Electric that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to [email protected] or regular mail to our offices located at Schneider Electric USA, Inc., Attn: US Marketplace Manager, 6700 Tower Circle, Suite 700, Franklin, TN 37067, with a copy to Regional General Counsel. For Notices sent via email, the subject line must read: “Informal Dispute Resolution Notice”. The Notice must include: (i) “Informal Dispute Resolution Notice” in the subject line, (ii) your name, telephone number, mailing address, e-mail address associated with your Account (if you have one); (iii) the name, telephone number, mailing address and e-mail address of your counsel, if any; and (iv) a description of your Dispute.

(c) The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.

16.3 Waiver of Jury Trial. YOU AND SCHNEIDER ELECTRIC HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Schneider Electric are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 16.1 (Applicability of Arbitration Agreement). There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

16.4 Waiver of Class and Other Non-Individualized Relief. YOU AND SCHNEIDER ELECTRIC AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 16.13 (BATCH ARBITRATION), EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.

16.5 Injunctive Relief. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Section 16.13 (Batch Arbitration). Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Schneider Electric agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of Delaware. All other Disputes shall be arbitrated or litigated in small claims court. This section does not prevent you or Schneider Electric from participating in a class-wide settlement of claims.

16.6 Rules and Forum. This Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and Schneider Electric agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this section of this Arbitration Agreement. The AAA Rules are currently available at https://www.adr.org/rules-forms-and-fees/fetch?Category=Commercial.

16.7 Request. A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include: (a) the name, telephone number, mailing address, e-mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable Account; (b) a statement of the legal claims being asserted and the factual bases of those claims; (c) a description of the remedy sought and an accurate, good-faith calculation of the amount in controversy in United States dollars; (d) a statement certifying completion of the Informal Dispute Resolution process as described above; and (e) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration. If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (i) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (ii) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (iii) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.

16.8 Fees. Each party’s obligation to pay any AAA fees and costs will be solely set forth in the applicable AAA Rules.

16.9 Confidentiality. You and Schneider Electric agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and shall be subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.

16.10 Arbitrator. TThe arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Delaware and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under Section 16.13 (Batch Arbitration) is triggered, the AAA will appoint the arbitrator for each batch.

16.11 Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (a) all Disputes arising out of or relating to Section 16.4 (Waiver of Class and Other Non-Individualized Relief), including any claim that all or part of Section 16.4 (Waiver of Class and Other Non-Individualized Relief) is unenforceable, illegal, void or voidable, or that such Section 16.4 (Waiver of Class and Other Non-Individualized Relief) has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (b) except as expressly contemplated in Section 15.13 (Batch Arbitration), all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (c) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (d) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in Section 16.13 (Batch Arbitration). The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.

16.12 Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Schneider Electric need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.

16.13 Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and Schneider Electric agree that in the event that there are one-hundred (100) or more individual Requests of a substantially similar nature filed against Schneider Electric by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall (a) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (b) appoint one arbitrator for each batch; and (c) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”). All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Schneider Electric. You and Schneider Electric agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (i) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (ii) the adoption of an expedited calendar of the arbitration proceedings. This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.

16.14 30-Day Right to Opt-Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: Schneider Electric USA, Inc., Attn: US Marketplace Manager, 6700 Tower Circle, Suite 700, Franklin, TN 37067, with a copy to Regional General Counsel or [email protected] within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include “Arbitration Opt-Out Notice” in the subject line, your name and address, the email address associated with your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. For Notices sent via email, the subject line must read: “Arbitration Opt-Out Notice”. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

16.15 Invalidity, Expiration. Except as provided in Section 16.4 (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with Schneider Electric as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.

16.16 Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Schneider Electric makes any future material change to this Arbitration Agreement, we will notify you. Unless you reject the change within thirty (30) days of such change become effective by writing to Schneider Electric USA, Inc., Attn: US Marketplace Manager, 6700 Tower Circle, Suite 700, Franklin, TN 37067, with a copy to Regional General Counsel, your continued use of the Marketplace Platform, including the acceptance of products and Marketplace Platforms offered on the Marketplace Platform following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Your notice must include your name and address, the email address associated with your Account (if you have one), and an unequivocal statement of your rejection to the changes to this Arbitration Agreement. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of this Agreement and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Marketplace Platform, any communications you receive, any products sold or distributed through the Marketplace Platform or this Agreement, the provisions of this Arbitration Agreement as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement) remain in full force and effect. Schneider Electric will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of this Agreement.

17. General Provisions.

17.1 Electronic Communications. The communications between you and Schneider Electric may take place via electronic means, whether you visit the Marketplace Platform or send Schneider Electric emails, or whether Schneider Electric posts notices on the Marketplace Platform or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Schneider Electric in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Schneider Electric electronically provides to you satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).

17.2 Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Schneider Electric’ prior written consent. Schneider Electric may, without your consent, freely assign and transfer this Agreement, including any of its rights, obligations, or licenses granted under this Agreement. Any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

17.3 Force Majeure. Schneider Electric will not be liable for any delay or failure to perform its obligations hereunder if such delay or failure arises from any cause or causes beyond the reasonable control of the affected party, including acts of God, flood, fire, loss of electricity or other utilities, epidemic, pandemic, act of a public enemy or terrorist, act of any military, civil, regulatory or governmental authority, change in law or regulation, labor problem or unavailability of supplies and any other cause, whether similar or dissimilar to any of the foregoing that could not have been prevented by Schneider Electric with reasonable care ("Force Majeure Event"). A Force Majeure Event does not excuse User's payment obligations under this Agreement.

17.4 Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Marketplace Platform, please contact us at the email address listed in the FAQs. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

17.5 Agreement Updates. When changes are made, Schneider Electric will make a new copy of the Agreement available on the Marketplace Platform, and we will also update the “Last Updated” date at the top of this Agreement. If we make any material changes and you have registered an Account with us, we will also send an email with an updated copy of this Agreement to you at the email address associated with your Account. Unless otherwise stated in such update, any changes to this Agreement will be effective immediately for Users without an Account and thirty (30) days after posting for Users with an Account. Schneider Electric may require, you to provide consent to the updated Agreement in a specified manner before further use of the Marketplace Platform is permitted. IF YOU DO NOT AGREE TO ANY CHANGE(S) AFTER RECEIVING A NOTICE OF SUCH CHANGE(S), YOU MUST STOP USING THE MARKETPLACE PLATFORM.

17.6 Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Schneider Electric agree that all claims and disputes arising out of or relating to this Agreement will be litigated exclusively in the state or federal courts located in Delaware.

17.7 Governing Law and Jurisdiction. THIS AGREEMENT AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF DELAWARE, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT.

17.8 Choice of Language. It is the express wish of the parties that this Agreement and all related documents have been drawn up in English.

17.9 Notice. Where Schneider Electric requires that you provide an email address, you are responsible for providing Schneider Electric with a valid and current email address. In the event that the email address you provide to Schneider Electric is not valid, or for any reason is not capable of delivering to you any notices required by this Agreement, Schneider Electric’ dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to Schneider Electric at the following address Schneider Electric USA, Inc., Attn: US Marketplace Manager, 6700 Tower Circle, Suite 700, Franklin, TN 37067. Such notice shall be deemed given when received by Schneider Electric by letter delivered by nationally recognized overnight delivery service or first-class postage prepaid mail at the above address.

17.10 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

17.11 Severability. If any portion of this Agreement is held invalid or unenforceable, that portion must be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions must remain in full force and effect.

17.12 Section Headings and Summaries. Throughout this Agreement, each section includes titles and brief summaries of the following terms and conditions. These section titles and brief summaries are not legally binding.

17.13 Export Control. You may not use, export, import, or transfer the Marketplace Platform except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Marketplace Platform, and any other applicable laws. In particular, but without limitation, the Marketplace Platform may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Marketplace Platform, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Marketplace Platform for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Schneider Electric are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Schneider Electric products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

17.14 Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

Schneider Electric USA, INC. Marketplace Terms of Use

Schneider Electric USA, INC.
Marketplace
Terms of Use