Overview

The NECA ECAP Platform (“NECA ECAP” or the “Platform”) is the dedicated platform of the National Electrical Contractors Association (NECA) for the origination, development, insurance, and financing of energy related projects. This Agreement establishes the terms under which a User (“you” or “your”) is allowed to utilize the NECA ECAP Platform and its supporting services.

Terms of Use

Good Contracting Policy

The User hereby agrees to exclusively utilize contractors in good standing with the National Electrical Contractors Association for any electrical work to be performed as a result of a service provided by the NECA ECAP Platform.

Marketing

The User will not use NECA, NECA ECAP, or their affiliates marketing material, name, brand, or other collateral without the express written consent of NECA ECAP.

Registered NECA ECAP Contractors

The User will notify NECA ECAP of any registered NECA Contractors that use its services, or conduct business with User, outside of the NECA ECAP Platform. This will be accomplished by the User providing an electronic list of all registered NECA Contractors it conducts business with to NECA ECAP upon request.

Non-Circumvention

The User agrees not to circumvent NECA ECAP on any accounts, projects, or other business opportunities that are presented to User by NECA ECAP.

First Right of Refusal

User agrees to grant NECA ECAP a First of Right Refusal for Ninety (90) Days for the provision of any of services in instances where the User engages NECA ECAP to provide a service.

Fees

NECA ECAP is entitled to collect any fees from its service providers pursuant to the applicable terms of compensation for any services provided through the platform as acknowledged by User through electronic click-through and use of applicable services. Moreover, NECA ECAP is entitled to collect fees from its affiliates, service providers, and third-parties as a result of User using any of the services provided by and through the platform.

Payment of Fees

All Fees are due to NECA ECAP, or its assignees, within 30 days of the applicable project being successfully funded.

Payment of Subscription Fees

User agrees to allow NECA ECAP to charge its voluntarily entered credit card a monthly and/or annual subscriptions fee in U.S. Dollars, and applicable taxes, according to the terms and charges posted within the Platform and subject to change at anytime. The subscription fee is non-refundable (except as required by applicable law), and will automatically renew for the selected periods until you cancel. Your account will be charged no more than 24 hours prior to the expiration of the current subscription period (30 Days). You may cancel automatic renewal by notifying NECA ECAP or changing your account settings in the Platform. You will no longer be able to access NECA ECAP after the end of your subscription period.

Taxes

The User takes full responsibility for all taxes and fees of any nature associated with the use of NECA ECAP Services, including any and all sales tax related to the purchase or sale of Transactional Products. NECA ECAP shall not be liable for any taxes or other fees required by law to be paid in accordance with or related to the Transactional Products. When purchasing or selling Transactional Products, it is the User’s responsibility to determine whether or not any taxes, including sales taxes, apply to a transaction and to collect, report and remit the correct amounts to the appropriate authority.

Non-Compete

The User hereby agrees not to compete with NECA ECAP or to duplicate, or distribute, any of its resource, or services, to any third parties without the express written consent of NECA ECAP.

User Information Display

The User agrees, and consents, to NECA ECAP displaying the User’s information in an interactive format within the NECA ECAP Platform.

Indemnification

The User agrees to indemnify NECA ECAP for any damages that may result to any individual or entity, directly or indirectly, from the Users services that are offered to a NECA ECAP User.

Waiver of Damages

Notwithstanding anything to the contrary contained in this Agreement, the User shall not hold NECA ECAP liable for any consequential, special, indirect, incidental, exemplary, or punitive damages or legal fees of any kind whatsoever, or any lost income or profits, regardless of whether arising from breach of contract or tort, even if advised of the possibility of such loss or damage or if such loss or damage could have been reasonably foreseen.

Arbitration

As the exclusive means of resolving through adversarial dispute resolution any disputes arising out of this agreement, a party may demand that any such dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. Judgment on the award rendered in any such arbitration may be entered in any court having jurisdiction.

Change of Status

The User agrees to notify NECA ECAP of any material changes in its business model or status.

Brand Integration

The User agrees to submit its services, offers, agreements, or other collateral to NECA Contractors through NECA ECAP and to cobrand any documents submitted to NECA Contractors with NECA ECAP.

Development Risks

The User understands that all project development efforts are inherently a risky business endeavor and that all NECA ECAP workflows, documents, and services are designed to help the User, but that User is AT RISK for all development work and efforts it undertakes in conjunction with, or by using, NECA ECAP.

Data Risks

The User understands that all web and software based systems are subject to failure, especially data loss and/or theft. User understands and acknowledges that NECA ECAP does not make any warranties, guarantees, or implied protections about the security of its systems and that User is AT RISK for any data loss and/or theft that may result due to User’s use of NECA ECAP.

Accuracy of Information and Credentials

User is legally responsible for all information uploaded or provided in connection with your use of the Services accessed through NECA ECAP (“CREDENTIALS”). NECA ECAP is not responsible for your CREDENTIALS. User hereby grants NECA ECAP a worldwide, royalty-free, non-exclusive license to host and use the CREDENTIALS in order to provide the User with the Services and hereby represents and warrants that the User has all the rights necessary to grant us such license. User is responsible for any and all CREDENTIALS that may be lost or unrecoverable through your use of the Services. User is encouraged to archive your CREDENTIALS regularly and frequently. NECA ECAP may, but has no obligation to, monitor CREDENTIALS provided through the Platform or by using our Services. We may disclose any and all information necessary or appropriate to satisfy our legal obligations, protect NECA ECAP or its customers, or operate the Services properly.

User IS SOLELY RESPONSIBLE FOR THE ACCURACY AND APPROPRIATENESS OF ALL DATA AND CREDENTIALS UPLOADED OR PROVIDED TO NECA ECAP. NECA ECAP AND/OR ITS AFFILIATES WILL NOT BE HELD RESPONSIBLE FOR INACCURATE INFORMATION AND ANY AND ALL POTENTIAL DAMAGES CAUSED BY SUCH INACCURACIES.



Lawful Use

User will not use the Services or Materials for any and all unlawful purposes or to conduct any and all unlawful activity, including, but not limited to, fraud, embezzlement, money laundering or insider trading.

Non-Endorsement

In no event shall any and all reference or access to any and all affiliate or affiliate product or service be construed as an approval or endorsement by us of that affiliate or of any and all product or service supplied by an affiliate.

Disclaimer Of Warranty

The platform, services and materials are supplied “as is,” “as available,” “with all faults” and without any and all warranty of any and all kind, express or implied. To the fullest extent permissible under applicable law, NECA ECAP and its affiliates disclaim all warranties of any and all kind, either express or implied, including, but not limited to, any and all implied warranties of title, merchantability, fitness for a particular purpose and non-infringement.

Without limiting the foregoing, neither NECA ECAP nor its affiliates warrant that access to the platform, the materials and/or the services available on or through the platform will be uninterrupted or error-free, or that defects, if any and all, will be corrected; nor does NECA ECAP or its affiliates make any and all representations about the accuracy, reliability, currency, quality, completeness, usefulness, performance, security, legality or suitability of the services, the materials or the platform. You expressly agree that your use of the platform and your reliance upon the services and/or the materials is at your sole risk. In addition, NECA ECAP is not responsible, and makes no representations or warranties for the delivery of any and all messages sent through the platform to anyone. In addition, the User acknowledges and agrees that any and all data, information, credentials or materials contained in or made available in connection with the services is not intended as a substitute for, the knowledge, expertise, skill and judgment tax, legal or other professionals. The services do not provide tax or legal advice. The User is responsible for obtaining such advice.

Further, NECA ECAP and its affiliates make no representation or warranties that the services or the materials or the platform are appropriate or available for use in all geographic locations. If you use the platform, the services or the materials outside the United States of America, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Neither NECA ECAP nor any and all affiliate providers, partners or affiliates warrant that the platform, its servers the materials or the services or any and all e-mail sent from the platform or any and all affiliate providers, partners or affiliates are free of viruses or other harmful components.

As part of the services supplied to NECA ECAP users, we provide access to materials and services of certain affiliates (“affiliate the Platforms”). Affiliates’ services are not under the management and control of NECA ECAP. NECA ECAP is not responsible for such affiliate the Platforms and services, including without limitation, the accuracy, sufficiency, correctness, reliability, veracity, completeness or timeliness thereof, any and all link contained therein, or any and all changes or updates thereto, or any and all goods or services sold thereon. Your access or use of any and all affiliate the Platform is governed by the terms applicable to such affiliate of the Platform. The hosting of any and all affiliates files by NECA ECAP does not imply an endorsement thereof by NECA ECAP, or of the provider of such materials or services, of any and all affiliate the Platform.



LIMITATION OF LIABILITY

NECA ECAP, and/or its Affiliates, is not liable to the User or any and all other person for damages of any and all kind, including without limitation any and all punitive, exemplary, consequential, incidental, indirect or special damages (including, without limitation, any and all personal injury, lost profits, business interruption, loss of programs or other data on your computer or otherwise) arising from or in connection with use of the Platform, the services, the materials, your credentials, the transactional products or any and all affiliate user generated credentials available on or through the platform, whether under a theory of breach of contract, negligence, strict liability, malpractice or otherwise, even if NECA ECAP has been advised of the possibility of such damages. The User hereby releases NECA ECAP and holds NECA ECAP and its parents, subsidiaries, affiliates, affiliates, and their officers, directors, trustees, affiliates, subcontractors, agents and employees, harmless from any and all and all claims, demands, and damages of every kind and nature (including, without limitation, actual, special, incidental and consequential), known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any and all way connected with the use of the services, materials, the Platform, your credentials, transactional products or any and all affiliate user generated credentials available on or through the platform. The User hereby waives the provisions of any and all state or local law limiting or prohibiting a general release.

Exclusive Remedy

In the event of any and all problem with the platform, the services, the materials, the User agrees that its sole and exclusive remedy is to cease using the Platform, the services and the materials. Under no circumstances shall NECA ECAP, its affiliates, or affiliates be liable in any and all way for your use of the platform, the services, the materials, your credentials, the transactional products or affiliate user generated credentials available on or through the platform, including, but not limited to, any and all errors or omissions, any and all infringement of the intellectual property rights or other rights of affiliates, or for any and all loss or damage of any and all kind incurred as a result of, or related to, the use of the Platform, the services, the materials, your credentials, the transactional products or any and all affiliate user generated credentials available on or through the platform. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the exclusions set forth above may not apply to you.

Term of Agreement

The User and/or NECA ECAP may terminate this agreement at anytime. If this agreement is terminated, then User or NECA ECAP will remove any references to the NECA ECAP from its marketing collateral and delete any documentation belonging to NECA ECAP.

Change At Anytime

NECA ECAP may alter the terms of this agreement at anytime without notice to User.




Non-Disclosure Agreement

This Mutual Non-disclosure Agreement (this “NDA”) is entered into by and between User (“User”), and NECA ECAP (each herein referred to individually as a “Party,” or collectively as the “Parties”). In consideration of the covenants and conditions contained herein, the Parties hereby agree to the following:

Purpose

The Parties wish to explore a business opportunity of mutual interest (the “Opportunity”), and in connection with the Opportunity, each Party has disclosed, and may further disclose certain confidential technical and business information (in such capacity, a Party disclosing the information, the “Discloser”) to the other Party (in such capacity, a Party receiving the information, the “Recipient”), that Disclosure desires Recipient to treat as confidential.

Confidential Information

“Confidential Information” means: (i) any information (including any and all combinations of individual items of information including trade secrets, patent applications, product development, customer lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, business acquisition plans, and new personnel acquisition plans) disclosed (directly or indirectly) by Discloser to Recipient pursuant to this NDA that is in written, graphic, machine readable or other tangible form) AND is marked in some manner to indicate its confidential nature; (ii) oral information disclosed (directly or indirectly) by Discloser to Recipient pursuant to this NDA, provided, however that such information is designated as confidential at the time of its initial disclosure OR reduced to a written summary by Discloser that is marked in a manner to indicate its confidential nature and delivered to Recipient within thirty (30) days after its initial disclosure; and (iii) information otherwise reasonably expected to be treated in a confidential manner under the circumstances of disclosure under this NDA or by the nature of the information itself (including but not limited to information from financial statements). Confidential Information may include information of a third party that is in the possession of Discloser and is disclosed to Recipient under this NDA.

Exceptions

Confidential Information shall not, however, include any information that: (i) was publicly known or made generally available without a duty of confidentiality prior to the time of disclosure by Discloser to Recipient; (ii) becomes publicly known or made generally available without a duty of confidentiality after disclosure by Discloser to Recipient through no wrongful action or inaction of Recipient; (iii) is in the rightful possession of Recipient without confidentiality obligations at the time of disclosure by Discloser to Recipient as shown by Recipient’s then-contemporaneous written files and records kept in the ordinary course of business; (iv) is obtained by Recipient from a third party without an accompanying duty of confidentiality and without a breach of such third party’s obligations of confidentiality; or (v) is independently developed by Recipient without use of or reference to Discloser’s Confidential Information, as shown by written records and other competent evidence prepared contemporaneously with such independent development.

Limited Waiver of Confidentiality

Some exchange of information with third parties is necessary in order to provide users with the benefits of the platform (e.g. submitting technical project information to financial underwriters). Therefore, the disclosure of information by the user, including but not limited to any documents uploaded to the platform, shall constitute a waiver of confidentiality to the contents of those files or any other information resulting from the user’s use of the platform. In exchange for this waiver, NECA ECAP promises to share this information with third parties only for the purposes of facilitating transactions between Users and other users. Furthermore, NECA ECAP ensures that this information will also be protected by 1) NDAs which NECA ECAP will make with third party recipients of this information 2) any privacy policy ECAP may publish to users, and 3) any state or federal laws regarding the privacy protections for users of online platforms.

Compelled Disclosure

If Recipient becomes legally compelled to disclose any Confidential Information, other than pursuant to a confidentiality agreement, Recipient will provide Discloser prompt written notice, if legally permissible, and will use its best efforts to assist Discloser in seeking a protective order or another appropriate remedy. If Discloser waives Recipient’s compliance with this NDA or fails to obtain a protective order or other appropriate remedy, Recipient will furnish only that portion of the Confidential Information that is legally required to be disclosed provided, however, that any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally compelled disclosure.

Non-use and Non-disclosure

Recipient shall not use any Confidential Information of Discloser for any purpose except to evaluate and engage in discussions concerning the Opportunity. Recipient shall not disclose any Confidential Information of Discloser to third parties or to Recipient’s employees, except that, subject to the terms of this agreement, Recipient may disclose Discloser’s Confidential Information to those employees of Recipient who are required to have such information in order to evaluate or engage in discussions concerning the Opportunity. Recipient shall not reverse engineer, disassemble, or decompile any prototypes, software, samples, or other tangible objects that embody Discloser’s Confidential Information and that are provided to Recipient under this NDA.

Maintenance of Confidentiality

Recipient shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of Discloser. Without limiting the foregoing, Recipient shall take at least those measures that it employs to protect its own Confidential Information of a similar nature and shall ensure that its employees who have access to Confidential Information of Discloser have signed a non-use and non-disclosure agreement in content at least as protective of Discloser and its Confidential Information as the provisions of this NDA, prior to any disclosure of Discloser’s Confidential Information to such employees. Recipient shall not make any copies of the Confidential Information of Discloser unless the same are previously approved in writing by Discloser. Recipient shall reproduce Discloser’s proprietary rights notices on any such authorized copies in the same manner in which such notices were set forth in or on the original. Recipient shall promptly notify Discloser of any unauthorized use or disclosure, or suspected unauthorized use or disclosure, of Discloser’s Confidential Information of which Recipient becomes aware.

No Obligation

Nothing in this NDA shall obligate either Party to proceed with any transaction between them, and each Party reserves the right, in its sole discretion, to terminate the discussions contemplated by this NDA concerning the Opportunity. Nothing in this NDA shall be construed to restrict either Party’s use or disclosure of its own Confidential Information. Recipient shall not have any obligation, express or implied by law, with respect to trade secret or proprietary information of Discloser disclosed under this NDA except as set forth herein.

No Warranty

NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING THE ACCURACY, COMPLETENESS OR PERFORMANCE OF ANY CONFIDENTIAL INFORMATION, OR WITH RESPECT TO NON-INFRINGEMENT OR OTHER VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY OR OF RECIPIENT.

Return of Materials

All documents and other tangible objects containing or representing Confidential Information that have been disclosed by Discloser to Recipient, and all copies or extracts thereof or notes derived therefrom that are in the possession of Recipient, shall be and remain the property of Discloser and shall be promptly returned to Discloser or destroyed (with proof of such destruction), each upon Discloser’s written request.

No License

Nothing in this NDA is intended to grant any rights to Recipient under any patent, mask work right or copyright of Discloser, nor shall this NDA grant Recipient any rights in or to the Confidential Information of Discloser except as expressly set forth in this NDA, except, that during the Term: (i) User may use User’s logo or brand in any of its marketing or promotional efforts in accordance with any marketing guidelines User may deliver to User, provided, however, that any other use of User’s logo or brand by User shall require User’s prior written consent; and (ii) User shall not use User’s logo or brand without User’s written consent, which User may withhold in its sole discretion.

Term

The obligations of Recipient under this NDA shall survive for a period of three (3) Years, with respect to any particular Confidential Information of Discloser, or until all Confidential Information of Discloser disclosed hereunder becomes publicly known or made generally available through no action or inaction of the Recipient. This NDA shall bind and inure to the benefit of the Parties and their respective successors and permitted assigns.

Miscellaneous

Any assignment or transfer of this NDA in violation of the following shall be null and void. Neither Party may assign or otherwise transfer this NDA without the prior written consent of the other Party, except in connection with a merger, reorganization, consolidation, change of control, or sale of all or substantially all of the assets to which this NDA pertains provided, however that the assigning Party provides prompt written notice to the other Party of any such permitted assignment. This NDA will be interpreted and construed in accordance with the laws of the District of Columbia, without regard to conflict of law principles.

Each Party hereby represents and warrants that the persons executing this NDA on its behalf have express authority to do so, and, in so doing, to bind such Party thereto. This NDA applies to the entire Agreement between the Parties with respect to the Opportunity and supersedes all prior written and oral agreements between the Parties regarding the Opportunity. The Parties shall comply with all restrictions and controls imposed by the Export Administration Act, Export Administration Regulations and other laws and regulations of the United States and any other applicable government or jurisdiction.

If a court or other body of competent jurisdiction finds any provision of this NDA, or portion thereof, to be invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the remainder of this NDA will continue in full force and effect. No provision of this NDA may be waived except by a writing executed by the Party against whom the waiver is to be effective. A Party’s failure to enforce any provision of this NDA shall neither be construed as a waiver of the provision nor prevent the Party from enforcing any other provision of this NDA.

No provision of this NDA may be amended or otherwise modified except by a writing signed by the Parties to this NDA. The Parties may execute this NDA in counterparts, each of which shall be deemed an original, but all of which together constitute one and the same agreement. This NDA may be delivered by facsimile transmission, and facsimile copies of executed signature pages shall be binding as originals.



INFORMATION COLLECTION & USE

The NECA ECAP Service requires a login in order to provide you with a personalized account. During our account registration process, we will collect personal, corporate, and financial information from you. You must provide all of this information in order to obtain an account. After completing our registration process, you will receive a welcome email describing your new NECA ECAP Account, and how to access that account.

COMMUNICATIONS WITH ECAP

We use affiliate Users to assist us in managing and administering communications and emails sent to us through the Website and through some NECA ECAP managed sites. Any and all personal, corporate, and financial information disclosed through such communications will be governed by such affiliate vendors’ privacy policy.

NECA ECAP uses affiliate payment processors to assist it in processing your personally identifiable payment information securely. Such affiliate processors’ use of your personal information is governed by their respective privacy policies which may or may not contain privacy protections as protective as this privacy policy. Payments are currently processed and managed using the affiliate vendors below. We will inform you which payment processors are used when processing your payments.

SERVER LOGS

When accessing web pages on the Website, NECA ECAP may log your IP address, access URL, time of access, geographic location, browser type, and referral URL in order to provide us with internal information regarding site traffic statistics. This information is used in the aggregate, and is never linked back to any and all personally identifiable information.

USES OF INFORMATION

NECA ECAP collects the aforementioned personally, corporately, and financially identifiable information in order to provide you with a service that allows you to engage in various business and financial transactions.

NECA ECAP also uses information collected through its Service to send out notifications regarding service related issues. We also may use and disclose your information to our affiliate Users in order to provide your with their services at your explicit and implied request through your use of our website.

Information Security

We store all user information in secure databases protected via a variety of industry-standard access controls. Secure passwords and SSL encryption are in place that helps us to protect your data. However, no company and all, including NECA ECAP, can fully eliminate security risks associated with the transmission of personal information through online transactions, and you do so at your own risk.

If you have any and all questions about security on the Website, you can send us a customer care request.

Access To Personally Identifiable Information

We will retain your information for as long as your account is active or as needed to provide you services. We will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements. Additionally, we make no warrants or representations about the DATA retention policies of our affiliates. If you have provided data to one of NECA ECAP’s affiliates through our website via your explicit, or implied actions, on our website than you are soley responsible for determining that affiliate’s data retention policy and taking the appropriate action.

Communications From NECA ECAP

We will send you service-related announcements on occasions when it is necessary to do so. We may also send you messages from time to time about new features or services that we will offer to our users. If you do not wish to receive them, you have the option to deactivate your account.

Information Sharing And Disclosure

We share aggregated demographic information about our user base with our affiliates. This information does not identify individual users. This information contains statistics related to traffic and the geographic location of our customers. We also may share aggregated user information with AFFLIATES who help us to analyze our user base to improve the Service.

Other than as described herein, we do not link aggregate user data with personally identifiable information.

As is true of most websites, we gather certain information automatically and store it in log files. This information includes internet protocol (IP) addresses, browser type, internet User (ISP), referring/exit pages, operating system, date/time stamp, and clickstream data.

We use this information, which does not identify individual users, to analyze trends, to administer websites, to track users' movements around websites and to gather demographic information about our user base as a whole. We do not link this automatically-collected data to personally identifiable information.

Personally Identifiable Information

NECA ECAP employs and provides access to third-party Users to perform functions on our User’s behalf and our behalf. These Users have access to personal information, corporate information, and financial information needed to perform such functions on our behalf and at your explicit, and implied, request and are authorized to use your information as necessary to provide these services to you and us.

We may release account and other personal information when we believe release is appropriate to comply with the law; enforce or apply our Terms of Service; or protect the rights, property, or safety of NECA ECAP, our users, or others. This includes exchanging information with other companies and organizations for fraud protection and credit risk reduction.

Cookies

Like most websites, we use small bits of data called cookies stored on users' computers to s

emulate a continuous connection. Cookies let us 'remember' information about your preferences and passwords and allow you to move within our Service without reintroducing yourself. Members who disable cookies will not be able to use the Service, as they are required to maintain your login to our website within a browser session.

These cookies can be tied back to personally identifiable information only in the event that you are logged in to our Service. If you are logged in to our Service, the cookies on your computer will uniquely identify your account within our system.

This Privacy Policy covers the use of cookies by NECA ECAP only and does not cover the use of cookies by any and all affiliates.

Entire Agreement and Acceptance

By clicking through into the NECA ECAP Platform, the Users agrees to all terms and conditions contained in this Agreement.

Overview

The NECA ECAP Platform (“NECA ECAP” or the “Platform”) is the dedicated platform of the National Electrical Contractors Association (NECA) for the origination, development, insurance, and financing of energy related projects. This Agreement establishes the terms under which a User (“you” or “your”) is allowed to utilize the NECA ECAP Platform and its supporting services.

Terms of Use

Good Contracting Policy

The User hereby agrees to exclusively utilize contractors in good standing with the National Electrical Contractors Association for any electrical work to be performed as a result of a service provided by the NECA ECAP Platform.

Marketing

The User will not use NECA, NECA ECAP, or their affiliates marketing material, name, brand, or other collateral without the express written consent of NECA ECAP.

Registered NECA ECAP Contractors

The User will notify NECA ECAP of any registered NECA Contractors that use its services, or conduct business with User, outside of the NECA ECAP Platform. This will be accomplished by the User providing an electronic list of all registered NECA Contractors it conducts business with to NECA ECAP upon request.

Non-Circumvention

The User agrees not to circumvent NECA ECAP on any accounts, projects, or other business opportunities that are presented to User by NECA ECAP.

First Right of Refusal

User agrees to grant NECA ECAP a First of Right Refusal for Ninety (90) Days for the provision of any of services in instances where the User engages NECA ECAP to provide a service.

Fees

NECA ECAP is entitled to collect any fees from its service providers pursuant to the applicable terms of compensation for any services provided through the platform as acknowledged by User through electronic click-through and use of applicable services. Moreover, NECA ECAP is entitled to collect fees from its affiliates, service providers, and third-parties as a result of User using any of the services provided by and through the platform.

Payment of Fees

All Fees are due to NECA ECAP, or its assignees, within 30 days of the applicable project being successfully funded.

Payment of Subscription Fees

User agrees to allow NECA ECAP to charge its voluntarily entered credit card a monthly and/or annual subscriptions fee in U.S. Dollars, and applicable taxes, according to the terms and charges posted within the Platform and subject to change at anytime. The subscription fee is non-refundable (except as required by applicable law), and will automatically renew for the selected periods until you cancel. Your account will be charged no more than 24 hours prior to the expiration of the current subscription period (30 Days). You may cancel automatic renewal by notifying NECA ECAP or changing your account settings in the Platform. You will no longer be able to access NECA ECAP after the end of your subscription period.

Taxes

The User takes full responsibility for all taxes and fees of any nature associated with the use of NECA ECAP Services, including any and all sales tax related to the purchase or sale of Transactional Products. NECA ECAP shall not be liable for any taxes or other fees required by law to be paid in accordance with or related to the Transactional Products. When purchasing or selling Transactional Products, it is the User’s responsibility to determine whether or not any taxes, including sales taxes, apply to a transaction and to collect, report and remit the correct amounts to the appropriate authority.

Non-Compete

The User hereby agrees not to compete with NECA ECAP or to duplicate, or distribute, any of its resource, or services, to any third parties without the express written consent of NECA ECAP.

User Information Display

The User agrees, and consents, to NECA ECAP displaying the User’s information in an interactive format within the NECA ECAP Platform.

Indemnification

The User agrees to indemnify NECA ECAP for any damages that may result to any individual or entity, directly or indirectly, from the Users services that are offered to a NECA ECAP User.

Waiver of Damages

Notwithstanding anything to the contrary contained in this Agreement, the User shall not hold NECA ECAP liable for any consequential, special, indirect, incidental, exemplary, or punitive damages or legal fees of any kind whatsoever, or any lost income or profits, regardless of whether arising from breach of contract or tort, even if advised of the possibility of such loss or damage or if such loss or damage could have been reasonably foreseen.

Arbitration

As the exclusive means of resolving through adversarial dispute resolution any disputes arising out of this agreement, a party may demand that any such dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. Judgment on the award rendered in any such arbitration may be entered in any court having jurisdiction.

Change of Status

The User agrees to notify NECA ECAP of any material changes in its business model or status.

Brand Integration

The User agrees to submit its services, offers, agreements, or other collateral to NECA Contractors through NECA ECAP and to cobrand any documents submitted to NECA Contractors with NECA ECAP.

Development Risks

The User understands that all project development efforts are inherently a risky business endeavor and that all NECA ECAP workflows, documents, and services are designed to help the User, but that User is AT RISK for all development work and efforts it undertakes in conjunction with, or by using, NECA ECAP.

Data Risks

The User understands that all web and software based systems are subject to failure, especially data loss and/or theft. User understands and acknowledges that NECA ECAP does not make any warranties, guarantees, or implied protections about the security of its systems and that User is AT RISK for any data loss and/or theft that may result due to User’s use of NECA ECAP.

Accuracy of Information and Credentials

User is legally responsible for all information uploaded or provided in connection with your use of the Services accessed through NECA ECAP (“CREDENTIALS”). NECA ECAP is not responsible for your CREDENTIALS. User hereby grants NECA ECAP a worldwide, royalty-free, non-exclusive license to host and use the CREDENTIALS in order to provide the User with the Services and hereby represents and warrants that the User has all the rights necessary to grant us such license. User is responsible for any and all CREDENTIALS that may be lost or unrecoverable through your use of the Services. User is encouraged to archive your CREDENTIALS regularly and frequently. NECA ECAP may, but has no obligation to, monitor CREDENTIALS provided through the Platform or by using our Services. We may disclose any and all information necessary or appropriate to satisfy our legal obligations, protect NECA ECAP or its customers, or operate the Services properly.

User IS SOLELY RESPONSIBLE FOR THE ACCURACY AND APPROPRIATENESS OF ALL DATA AND CREDENTIALS UPLOADED OR PROVIDED TO NECA ECAP. NECA ECAP AND/OR ITS AFFILIATES WILL NOT BE HELD RESPONSIBLE FOR INACCURATE INFORMATION AND ANY AND ALL POTENTIAL DAMAGES CAUSED BY SUCH INACCURACIES.



Lawful Use

User will not use the Services or Materials for any and all unlawful purposes or to conduct any and all unlawful activity, including, but not limited to, fraud, embezzlement, money laundering or insider trading.

Non-Endorsement

In no event shall any and all reference or access to any and all affiliate or affiliate product or service be construed as an approval or endorsement by us of that affiliate or of any and all product or service supplied by an affiliate.

Disclaimer Of Warranty

The platform, services and materials are supplied “as is,” “as available,” “with all faults” and without any and all warranty of any and all kind, express or implied. To the fullest extent permissible under applicable law, NECA ECAP and its affiliates disclaim all warranties of any and all kind, either express or implied, including, but not limited to, any and all implied warranties of title, merchantability, fitness for a particular purpose and non-infringement.

Without limiting the foregoing, neither NECA ECAP nor its affiliates warrant that access to the platform, the materials and/or the services available on or through the platform will be uninterrupted or error-free, or that defects, if any and all, will be corrected; nor does NECA ECAP or its affiliates make any and all representations about the accuracy, reliability, currency, quality, completeness, usefulness, performance, security, legality or suitability of the services, the materials or the platform. You expressly agree that your use of the platform and your reliance upon the services and/or the materials is at your sole risk. In addition, NECA ECAP is not responsible, and makes no representations or warranties for the delivery of any and all messages sent through the platform to anyone. In addition, the User acknowledges and agrees that any and all data, information, credentials or materials contained in or made available in connection with the services is not intended as a substitute for, the knowledge, expertise, skill and judgment tax, legal or other professionals. The services do not provide tax or legal advice. The User is responsible for obtaining such advice.

Further, NECA ECAP and its affiliates make no representation or warranties that the services or the materials or the platform are appropriate or available for use in all geographic locations. If you use the platform, the services or the materials outside the United States of America, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Neither NECA ECAP nor any and all affiliate providers, partners or affiliates warrant that the platform, its servers the materials or the services or any and all e-mail sent from the platform or any and all affiliate providers, partners or affiliates are free of viruses or other harmful components.

As part of the services supplied to NECA ECAP users, we provide access to materials and services of certain affiliates (“affiliate the Platforms”). Affiliates’ services are not under the management and control of NECA ECAP. NECA ECAP is not responsible for such affiliate the Platforms and services, including without limitation, the accuracy, sufficiency, correctness, reliability, veracity, completeness or timeliness thereof, any and all link contained therein, or any and all changes or updates thereto, or any and all goods or services sold thereon. Your access or use of any and all affiliate the Platform is governed by the terms applicable to such affiliate of the Platform. The hosting of any and all affiliates files by NECA ECAP does not imply an endorsement thereof by NECA ECAP, or of the provider of such materials or services, of any and all affiliate the Platform.



LIMITATION OF LIABILITY

NECA ECAP, and/or its Affiliates, is not liable to the User or any and all other person for damages of any and all kind, including without limitation any and all punitive, exemplary, consequential, incidental, indirect or special damages (including, without limitation, any and all personal injury, lost profits, business interruption, loss of programs or other data on your computer or otherwise) arising from or in connection with use of the Platform, the services, the materials, your credentials, the transactional products or any and all affiliate user generated credentials available on or through the platform, whether under a theory of breach of contract, negligence, strict liability, malpractice or otherwise, even if NECA ECAP has been advised of the possibility of such damages. The User hereby releases NECA ECAP and holds NECA ECAP and its parents, subsidiaries, affiliates, affiliates, and their officers, directors, trustees, affiliates, subcontractors, agents and employees, harmless from any and all and all claims, demands, and damages of every kind and nature (including, without limitation, actual, special, incidental and consequential), known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any and all way connected with the use of the services, materials, the Platform, your credentials, transactional products or any and all affiliate user generated credentials available on or through the platform. The User hereby waives the provisions of any and all state or local law limiting or prohibiting a general release.

Exclusive Remedy

In the event of any and all problem with the platform, the services, the materials, the User agrees that its sole and exclusive remedy is to cease using the Platform, the services and the materials. Under no circumstances shall NECA ECAP, its affiliates, or affiliates be liable in any and all way for your use of the platform, the services, the materials, your credentials, the transactional products or affiliate user generated credentials available on or through the platform, including, but not limited to, any and all errors or omissions, any and all infringement of the intellectual property rights or other rights of affiliates, or for any and all loss or damage of any and all kind incurred as a result of, or related to, the use of the Platform, the services, the materials, your credentials, the transactional products or any and all affiliate user generated credentials available on or through the platform. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the exclusions set forth above may not apply to you.

Term of Agreement

The User and/or NECA ECAP may terminate this agreement at anytime. If this agreement is terminated, then User or NECA ECAP will remove any references to the NECA ECAP from its marketing collateral and delete any documentation belonging to NECA ECAP.

Change At Anytime

NECA ECAP may alter the terms of this agreement at anytime without notice to User.




Non-Disclosure Agreement

This Mutual Non-disclosure Agreement (this “NDA”) is entered into by and between User (“User”), and NECA ECAP (each herein referred to individually as a “Party,” or collectively as the “Parties”). In consideration of the covenants and conditions contained herein, the Parties hereby agree to the following:

Purpose

The Parties wish to explore a business opportunity of mutual interest (the “Opportunity”), and in connection with the Opportunity, each Party has disclosed, and may further disclose certain confidential technical and business information (in such capacity, a Party disclosing the information, the “Discloser”) to the other Party (in such capacity, a Party receiving the information, the “Recipient”), that Disclosure desires Recipient to treat as confidential.

Confidential Information

“Confidential Information” means: (i) any information (including any and all combinations of individual items of information including trade secrets, patent applications, product development, customer lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, business acquisition plans, and new personnel acquisition plans) disclosed (directly or indirectly) by Discloser to Recipient pursuant to this NDA that is in written, graphic, machine readable or other tangible form) AND is marked in some manner to indicate its confidential nature; (ii) oral information disclosed (directly or indirectly) by Discloser to Recipient pursuant to this NDA, provided, however that such information is designated as confidential at the time of its initial disclosure OR reduced to a written summary by Discloser that is marked in a manner to indicate its confidential nature and delivered to Recipient within thirty (30) days after its initial disclosure; and (iii) information otherwise reasonably expected to be treated in a confidential manner under the circumstances of disclosure under this NDA or by the nature of the information itself (including but not limited to information from financial statements). Confidential Information may include information of a third party that is in the possession of Discloser and is disclosed to Recipient under this NDA.

Exceptions

Confidential Information shall not, however, include any information that: (i) was publicly known or made generally available without a duty of confidentiality prior to the time of disclosure by Discloser to Recipient; (ii) becomes publicly known or made generally available without a duty of confidentiality after disclosure by Discloser to Recipient through no wrongful action or inaction of Recipient; (iii) is in the rightful possession of Recipient without confidentiality obligations at the time of disclosure by Discloser to Recipient as shown by Recipient’s then-contemporaneous written files and records kept in the ordinary course of business; (iv) is obtained by Recipient from a third party without an accompanying duty of confidentiality and without a breach of such third party’s obligations of confidentiality; or (v) is independently developed by Recipient without use of or reference to Discloser’s Confidential Information, as shown by written records and other competent evidence prepared contemporaneously with such independent development.

Limited Waiver of Confidentiality

Some exchange of information with third parties is necessary in order to provide users with the benefits of the platform (e.g. submitting technical project information to financial underwriters). Therefore, the disclosure of information by the user, including but not limited to any documents uploaded to the platform, shall constitute a waiver of confidentiality to the contents of those files or any other information resulting from the user’s use of the platform. In exchange for this waiver, NECA ECAP promises to share this information with third parties only for the purposes of facilitating transactions between Users and other users. Furthermore, NECA ECAP ensures that this information will also be protected by 1) NDAs which NECA ECAP will make with third party recipients of this information 2) any privacy policy ECAP may publish to users, and 3) any state or federal laws regarding the privacy protections for users of online platforms.

Compelled Disclosure

If Recipient becomes legally compelled to disclose any Confidential Information, other than pursuant to a confidentiality agreement, Recipient will provide Discloser prompt written notice, if legally permissible, and will use its best efforts to assist Discloser in seeking a protective order or another appropriate remedy. If Discloser waives Recipient’s compliance with this NDA or fails to obtain a protective order or other appropriate remedy, Recipient will furnish only that portion of the Confidential Information that is legally required to be disclosed provided, however, that any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally compelled disclosure.

Non-use and Non-disclosure

Recipient shall not use any Confidential Information of Discloser for any purpose except to evaluate and engage in discussions concerning the Opportunity. Recipient shall not disclose any Confidential Information of Discloser to third parties or to Recipient’s employees, except that, subject to the terms of this agreement, Recipient may disclose Discloser’s Confidential Information to those employees of Recipient who are required to have such information in order to evaluate or engage in discussions concerning the Opportunity. Recipient shall not reverse engineer, disassemble, or decompile any prototypes, software, samples, or other tangible objects that embody Discloser’s Confidential Information and that are provided to Recipient under this NDA.

Maintenance of Confidentiality

Recipient shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of Discloser. Without limiting the foregoing, Recipient shall take at least those measures that it employs to protect its own Confidential Information of a similar nature and shall ensure that its employees who have access to Confidential Information of Discloser have signed a non-use and non-disclosure agreement in content at least as protective of Discloser and its Confidential Information as the provisions of this NDA, prior to any disclosure of Discloser’s Confidential Information to such employees. Recipient shall not make any copies of the Confidential Information of Discloser unless the same are previously approved in writing by Discloser. Recipient shall reproduce Discloser’s proprietary rights notices on any such authorized copies in the same manner in which such notices were set forth in or on the original. Recipient shall promptly notify Discloser of any unauthorized use or disclosure, or suspected unauthorized use or disclosure, of Discloser’s Confidential Information of which Recipient becomes aware.

No Obligation

Nothing in this NDA shall obligate either Party to proceed with any transaction between them, and each Party reserves the right, in its sole discretion, to terminate the discussions contemplated by this NDA concerning the Opportunity. Nothing in this NDA shall be construed to restrict either Party’s use or disclosure of its own Confidential Information. Recipient shall not have any obligation, express or implied by law, with respect to trade secret or proprietary information of Discloser disclosed under this NDA except as set forth herein.

No Warranty

NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING THE ACCURACY, COMPLETENESS OR PERFORMANCE OF ANY CONFIDENTIAL INFORMATION, OR WITH RESPECT TO NON-INFRINGEMENT OR OTHER VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY OR OF RECIPIENT.

Return of Materials

All documents and other tangible objects containing or representing Confidential Information that have been disclosed by Discloser to Recipient, and all copies or extracts thereof or notes derived therefrom that are in the possession of Recipient, shall be and remain the property of Discloser and shall be promptly returned to Discloser or destroyed (with proof of such destruction), each upon Discloser’s written request.

No License

Nothing in this NDA is intended to grant any rights to Recipient under any patent, mask work right or copyright of Discloser, nor shall this NDA grant Recipient any rights in or to the Confidential Information of Discloser except as expressly set forth in this NDA, except, that during the Term: (i) User may use User’s logo or brand in any of its marketing or promotional efforts in accordance with any marketing guidelines User may deliver to User, provided, however, that any other use of User’s logo or brand by User shall require User’s prior written consent; and (ii) User shall not use User’s logo or brand without User’s written consent, which User may withhold in its sole discretion.

Term

The obligations of Recipient under this NDA shall survive for a period of three (3) Years, with respect to any particular Confidential Information of Discloser, or until all Confidential Information of Discloser disclosed hereunder becomes publicly known or made generally available through no action or inaction of the Recipient. This NDA shall bind and inure to the benefit of the Parties and their respective successors and permitted assigns.

Miscellaneous

Any assignment or transfer of this NDA in violation of the following shall be null and void. Neither Party may assign or otherwise transfer this NDA without the prior written consent of the other Party, except in connection with a merger, reorganization, consolidation, change of control, or sale of all or substantially all of the assets to which this NDA pertains provided, however that the assigning Party provides prompt written notice to the other Party of any such permitted assignment. This NDA will be interpreted and construed in accordance with the laws of the District of Columbia, without regard to conflict of law principles.

Each Party hereby represents and warrants that the persons executing this NDA on its behalf have express authority to do so, and, in so doing, to bind such Party thereto. This NDA applies to the entire Agreement between the Parties with respect to the Opportunity and supersedes all prior written and oral agreements between the Parties regarding the Opportunity. The Parties shall comply with all restrictions and controls imposed by the Export Administration Act, Export Administration Regulations and other laws and regulations of the United States and any other applicable government or jurisdiction.

If a court or other body of competent jurisdiction finds any provision of this NDA, or portion thereof, to be invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the remainder of this NDA will continue in full force and effect. No provision of this NDA may be waived except by a writing executed by the Party against whom the waiver is to be effective. A Party’s failure to enforce any provision of this NDA shall neither be construed as a waiver of the provision nor prevent the Party from enforcing any other provision of this NDA.

No provision of this NDA may be amended or otherwise modified except by a writing signed by the Parties to this NDA. The Parties may execute this NDA in counterparts, each of which shall be deemed an original, but all of which together constitute one and the same agreement. This NDA may be delivered by facsimile transmission, and facsimile copies of executed signature pages shall be binding as originals.



INFORMATION COLLECTION & USE

The NECA ECAP Service requires a login in order to provide you with a personalized account. During our account registration process, we will collect personal, corporate, and financial information from you. You must provide all of this information in order to obtain an account. After completing our registration process, you will receive a welcome email describing your new NECA ECAP Account, and how to access that account.

COMMUNICATIONS WITH ECAP

We use affiliate Users to assist us in managing and administering communications and emails sent to us through the Website and through some NECA ECAP managed sites. Any and all personal, corporate, and financial information disclosed through such communications will be governed by such affiliate vendors’ privacy policy.

NECA ECAP uses affiliate payment processors to assist it in processing your personally identifiable payment information securely. Such affiliate processors’ use of your personal information is governed by their respective privacy policies which may or may not contain privacy protections as protective as this privacy policy. Payments are currently processed and managed using the affiliate vendors below. We will inform you which payment processors are used when processing your payments.

SERVER LOGS

When accessing web pages on the Website, NECA ECAP may log your IP address, access URL, time of access, geographic location, browser type, and referral URL in order to provide us with internal information regarding site traffic statistics. This information is used in the aggregate, and is never linked back to any and all personally identifiable information.

USES OF INFORMATION

NECA ECAP collects the aforementioned personally, corporately, and financially identifiable information in order to provide you with a service that allows you to engage in various business and financial transactions.

NECA ECAP also uses information collected through its Service to send out notifications regarding service related issues. We also may use and disclose your information to our affiliate Users in order to provide your with their services at your explicit and implied request through your use of our website.

Information Security

We store all user information in secure databases protected via a variety of industry-standard access controls. Secure passwords and SSL encryption are in place that helps us to protect your data. However, no company and all, including NECA ECAP, can fully eliminate security risks associated with the transmission of personal information through online transactions, and you do so at your own risk.

If you have any and all questions about security on the Website, you can send us a customer care request.

Access To Personally Identifiable Information

We will retain your information for as long as your account is active or as needed to provide you services. We will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements. Additionally, we make no warrants or representations about the DATA retention policies of our affiliates. If you have provided data to one of NECA ECAP’s affiliates through our website via your explicit, or implied actions, on our website than you are soley responsible for determining that affiliate’s data retention policy and taking the appropriate action.

Communications From NECA ECAP

We will send you service-related announcements on occasions when it is necessary to do so. We may also send you messages from time to time about new features or services that we will offer to our users. If you do not wish to receive them, you have the option to deactivate your account.

Information Sharing And Disclosure

We share aggregated demographic information about our user base with our affiliates. This information does not identify individual users. This information contains statistics related to traffic and the geographic location of our customers. We also may share aggregated user information with AFFLIATES who help us to analyze our user base to improve the Service.

Other than as described herein, we do not link aggregate user data with personally identifiable information.

As is true of most websites, we gather certain information automatically and store it in log files. This information includes internet protocol (IP) addresses, browser type, internet User (ISP), referring/exit pages, operating system, date/time stamp, and clickstream data.

We use this information, which does not identify individual users, to analyze trends, to administer websites, to track users' movements around websites and to gather demographic information about our user base as a whole. We do not link this automatically-collected data to personally identifiable information.

Personally Identifiable Information

NECA ECAP employs and provides access to third-party Users to perform functions on our User’s behalf and our behalf. These Users have access to personal information, corporate information, and financial information needed to perform such functions on our behalf and at your explicit, and implied, request and are authorized to use your information as necessary to provide these services to you and us.

We may release account and other personal information when we believe release is appropriate to comply with the law; enforce or apply our Terms of Service; or protect the rights, property, or safety of NECA ECAP, our users, or others. This includes exchanging information with other companies and organizations for fraud protection and credit risk reduction.

Cookies

Like most websites, we use small bits of data called cookies stored on users' computers to s

emulate a continuous connection. Cookies let us 'remember' information about your preferences and passwords and allow you to move within our Service without reintroducing yourself. Members who disable cookies will not be able to use the Service, as they are required to maintain your login to our website within a browser session.

These cookies can be tied back to personally identifiable information only in the event that you are logged in to our Service. If you are logged in to our Service, the cookies on your computer will uniquely identify your account within our system.

This Privacy Policy covers the use of cookies by NECA ECAP only and does not cover the use of cookies by any and all affiliates.

Entire Agreement and Acceptance

By clicking through into the NECA ECAP Platform, the Users agrees to all terms and conditions contained in this Agreement.