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EcoPortal - Terms and Conditions

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EcoServices. LLC ("EcoServices") offers this website to customers, suppliers, employees, shareholders and/or any agents, employees or representatives of the forgoing (each entity being an "Entity" and each individual who accesses the website, a "User"). The website and information, material, and applications presented on it (collectively, the "Website") belongs exclusively to EcoServices unless otherwise specified.. Any use, duplication, and/or disclosure of the Website are subject to these Terms and Conditions. Any person accessing the Website is a User and such access shall constitute acceptance of these Terms and Conditions. Each User, and each Client Administrator, as defined below, accepts these Terms and Conditions on behalf of the Client Administrator's employer as well as individually.

For U.S. Government Employees:

All U.S. Government Employees acknowledge that they are bound by the duties and obligations set forth in U.S. Code Title 18, Part I, Chapter 93, Section 1905 - Disclosure of Confidential Information Generally, available at http://uscode.house.gov/

All Others:

Limited License

Subject to the Terms and Conditions and all applicable laws and regulations, EcoServices grants User a non-exclusive, non-transferable license to access, use and display the Website. This license does not transfer ownership of Website or create in any User any right or interest in the Website. User must include, retain and disseminate if User provides the Website to another all copyright and other proprietary notices on all copies made from the Website. In addition, User may not modify the Website in any way or reproduce, publicly display, distribute, create derivative works of, or otherwise disclose the Website to the public or for any commercial purpose, except as these Terms and Conditions specifically permit.

Intellectual Property/Use of Information

User acknowledges EcoServices' intellectual property rights in the contents of the Website. All EcoServices information and data contained on the Website shall remain the property of EcoServices unless otherwise indicated in writing. Nothing in the Terms and Conditions shall convey, grant, or obligate EcoServices to convey or to grant User a license under any patents or any other rights of EcoServices. The Website design, text, graphics, and the selection and arrangement of the design, text and graphics, are the exclusive property of EcoServices. EcoPower® is a registered trademark of EcoServices.

Changes

EcoServices may at its sole discretion change, alter, amend or delete any aspect of the Website or the Terms and Conditions at any time without notice. EcoServices also may at its sole discretion impose limits on certain Website features and services or restrict any User's access to parts of the Website without notice. Changes to the Website and the Terms and Conditions shall be effective immediately upon EcoServices' posting of the same. User access to the Website after a change shall be deemed to be immediate acceptance of such change or changes. Although EcoServices will attempt to notify Users of significant changes to the Website and the Terms and Conditions, it has no obligation to do so. It is the User's responsibility at all times to determine if there have been any changes to the Website or the Terms and Conditions.

Hyperlinks

Certain links on the Website launch internet sites that EcoServices neither controls or maintains (the "Linked Internet Sites"). EcoServices provides connections to Linked Internet Sites solely as a convenience to Users, but does not endorse the Linked Internet Sites or the content, products, or services contained or offered on the Linked Internet Sites. ECOSERVICES MAKES NO REPRESENTATIONS NOR WARRANTIES WHATSOEVER CONCERNING THE LINKED INTERNET SITES.

Access and Interference

Except as otherwise permitted by these Terms and Conditions or the Website, User agrees not to systematically extract, collect or harvest, through electronic means or otherwise, data or data fields from the Website without EcoServices' express advance written permission. User further agrees not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Website and will not place a disproportionately large load on the Website's or EcoServices' infrastructure.

Password Protected Information

Portions of the Website require a password to access and may require User to agree to additional terms and conditions. To apply for a password, follow the instructions on the password-protected pages or contact your EcoServices representative. Additional access will be granted at EcoServices' sole discretion.

Conducting Transactions on this Website

Portions of the Website permit User to conduct transactions, such as buying or selling goods or services. In addition to these Terms and Conditions, such transactions are subject to EcoServices' standard terms and conditions of sale or purchase and/or other terms and conditions. The transactional pages have links to any such additional terms and conditions.

Information and Material Submitted to EcoServices

If any existing agreement between EcoServices and User (an "Additional Agreement") conflicts with the Terms and Conditions, the terms of the Existing Agreement supersede the relevant portion of these Terms and Conditions. User shall have the option to submit information and materials related to User's use of the Website to EcoServices by e-mail or via the Website, or by other means to provide feedback, ask questions, or for other purposes ("Submitted Information"). User expressly grants, or warrants that the owner of the Submitted Information has expressly granted, to EcoServices a worldwide free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, distribute prepare derivative works of the Submitted Information in whole or in part and without any obligation of attribution, in any media or technology now known or later developed, subject to EcoServices' Website Privacy Statement. In addition, User irrevocably waives, or warrants that the owner of the Submitted Information has irrevocably waived, all "moral rights", all rights under Visual Artists Rights Act, all rights of privacy and publicity, and the like, in the Submitted Information.

User participation in any on-line communication through the Website shall occur in real time and shall not be edited, censored, or otherwise controlled by EcoServices. EcoServices cannot and does not screen materials provided by any User. EcoServices, however, reserves the right to monitor materials on the Website and to remove materials that EcoServices, in its sole discretion and without any notice to User, determines to be in violation of these Terms and Conditions, any applicable laws and regulations, or EcoServices' policies and procedures. Users agree:

(i) Not to post or transmit any message on or through the Website that is libelous, defamatory or which discloses personal or private matters concerning any person without their express written consent;

(ii) Not to post or transmit any message, data, image or program that is obscene, indecent, pornographic or profane or any other material that could give rise to any civil or criminal liability;

(iii) Not to post or transmit any message on or through the Website that would violate the property rights of others, including unauthorized copyrighted text, images, programs, trade secrets or other confidential proprietary information, or trademarks or service marks used in an infringing fashion;

(iv) To comply with the virus control protocols established to prevent any file which may contain viruses, worms or any other contaminating or destructive program from being posted on the Website or transmitted through the Website; and

(v) Not to disrupt or interfere with the security of, or otherwise abuse, the Website, or any services, system resources, accounts, servers or networks connected to or accessible through the Website or affiliated linked sites.

If a User gains access to information to which User has not been authorized to access , User shall (i) immediately disconnect from the Website without copying or downloading such information; (ii) not use such information for any purpose whatsoever; and (iii) shall promptly report such unauthorized access to EcoServices. If User otherwise becomes aware of an instance of unauthorized access to information on the Website, User shall immediately notify EcoServices.

Client Administrators and Users

Each Entity shall appoint an Client Administrator, in accordance with the procedure EcoServices establishes. The Client Administrator shall have the sole responsibility for confirming on the part of the Client Administrator's Entity that the Entity employs the person seeking to become a qualified User before EcoServices grants that person User status. The Client Administrator shall be solely responsible for validating the User's citizenship and shall not approve any employee as an User on an Entity's behalf if such employee's citizenship status would cause that employee to violate US export laws and regulations if permitted to access the Website. The Client Administrator shall have full authority to act on User's behalf in all matters relating to the Website, including but not limited to, granting or denying User access to the Website on Entity's behalf. EcoServices agrees to adopt appropriate security measures to limit access to the Website to Users identified by Client Administrators and authorized by EcoServices in accordance with this provision.

A User may access the Website only with a valid username, password and any additional form of security that EcoServices, at its sole discretion, may require. EcoServices may change such requirements at any time without notice. Each User must have a unique email address.

Users shall not share user IDs and/or passwords.

If any User who had access to or use of the Website or any applications is no longer employed or retained by the Entity under which that person became a User, or that employee's status with the Entity changes such that the Entity no longer wishes that User to have access to the Website on Entity's behalf, the Entity's Client agrees to take any steps necessary to ensure that such User no longer has access to and use of the Website.

The Client Administrator agrees to notify EcoServices immediately when an individual having been granted access ceases to be an employee of the Client Administrator's company, ceases to be retained by the Client Administrator's company, or changes to another division of the Client Administrator's company.

The Client Administrator may not grant access or use of the Website to any contractor, subcontractor, contract or temporary employee, sub-supplier or other third party without EcoServices' prior written approval, which approval EcoServices may withhold in its sole discretion.

The Client Administrator agrees that all User accounts, which allow a Client Administrator's User access to the Website, are for individual use only, and are not transferable.

The Client Administrator agrees to notify EcoServices immediately if the Client Administrator's Entity's legal status changes, including but not limited to name changes or mergers.

The Client Administrator agrees to notify EcoServices promptly of any change in any of its Entity's Users' citizenship.

The Client Administrator agrees to notify EcoServices promptly of any instance(s) of unauthorized access that violates the terms of these Terms and Conditions.

Unless otherwise first notified by the Client Administrator, EcoServices assumes that access to the Website by means of a valid username, password, and other identified additional form of security is authorized by the Client Administrator.

The Client Administrator agrees to cooperate and assist EcoServices in routine system audits to verify User information.

The Client Administrator agrees to notify EcoServices promptly if a new Client Administrator has been appointed or if the Client Administrator will no longer be employed by the relevant Entity.

If EcoServices is unsuccessful in attempts to contact the Client Administrator after a period of thirty (30) days, all Users of the Client Administrator's Entity may be denied access to the Website.

EcoServices Notification Contact

All notifications required herein shall be made via email to: "Contact Us" link located on Website Login page.

EcoServices Proprietary Information

All EcoServices data, knowledge, and information disclosed on or delivered to the Website that is identified with an appropriate legend, marking, stamp or other written identification at the time of disclosure or delivery (or subsequently identified in writing within thirty (30) days thereafter) as proprietary or competition sensitive, shall be treated by User as proprietary.

The User agrees that proprietary information will not be disclosed to third parties and will protect EcoServices proprietary information against public disclosure for a period extending into perpetuity or as specified in associated proprietary agreement(s).

These Terms and Conditions shall not affect the right of User to use and/or disclose information that:

(i) Is in the public domain at the time of disclosure, or is subsequently made available to the general public through no fault of User; or

(ii) Was known to User by legal means at the time of disclosure, by means other than disclosure by EcoServices; or

(iii) Becomes known to User by legal means without similar restrictions as to its disclosure or use from a source other than EcoServices; or

(iv) Is independently developed by User without any prior knowledge of the disclosure, and was not acquired directly or indirectly under any secrecy obligation from EcoServices.

User will notify EcoServices in writing within thirty (30) days of having made a determination that any proprietary information falls within any of the categories of this paragraph.

Limitation of Liability

Information that User sends to or receives from EcoServices is subject to interception, misappropriation, and misuse by third parties. Neither EcoServices nor any of its subsidiaries, affiliates, employees, or other representatives shall be liable for any damages or costs whatsoever, including without limitation any compensatory, consequential, incidental, indirect, special, treble, or punitive damages, or any costs and fees arising out of or in connection with use of the Website.

EXCEPT AS PROVIDED IN ANY APPLICABLE ADDITIONAL TERMS AND CONDITIONS, ECOSERVICES DOES NOT REPRESENT OR WARRANT THAT THIS WEBSITE IS ACCURATE, COMPLETE, OR CURRENT.

Export Controlled Technical Data

Technical data exchanged on the Website may be subject to United States Export Control laws and regulations ("Export Laws"). User may have access to information classified under the United States Munitions List and, as such, subject to the International Traffic in Arms Regulations ("ITAR"), (22 CFR Parts 120-130); or the Commerce Control List and, as such, subject to the Export Administration Regulations ("EAR", 15 CFR Parts 730-774). Accordingly, User agrees to strictly abide by all applicable U.S. Export Control laws and regulations governing the export, re-export, transfer or re-transfer of technical data.

Accordingly, each User will comply with all requirements of ITAR and EAR, including the requirement for obtaining any U.S. export license or other export authorization, if applicable prior to export, re-export, transfer or re-transfer to non-U.S. persons and entities. Furthermore, User shall first obtain the written consent of EcoServices prior to export, re-export, transfer or re-transfer of any EcoServices technical data or information, or submitting a request for authority to export, re-export, transfer or transfer any such technical data. Technical data that is controlled by ITAR or EAR shall not be released to non-U.S. individuals, employees, companies, or other entities, whether within or outside the U.S., by a U.S. person unless the U.S. person obtains, in advance of the transfer or export EcoServices' express written approval and any appropriate export license or other authorization from the U.S. Government. This requirement for prior U.S. Government authorization also applies to the return to the country of origin of foreign origin technical data that incorporates any U.S. origin technical know-how, content, improvements, or other design modifications. User's obligations to obtain EcoServices' express written approval prior to making any exports, re-exports, transfers, or re-transfers and to adhere to ITAR and EAR shall survive the expiration or termination of these Terms and Conditions and shall survive the termination of User's access to the Website for any reason whatsoever.

Prohibited Parties

U.S. export law prohibits U.S. persons and companies from exporting or providing services to countries on which the U.S. Government maintains an embargo or sanction, or to those entities and individuals on the U.S. government's lists of restricted or denied parties. To comply with these export laws, EcoServices will conduct screening of all prospective Users before granting said users access to the Website. EcoServices retains the absolute right to refuse access to the Website to any User for any reason, and explicitly retains the right to refuse access to the Website to any User who has been denied export privileges by the U.S. Government in any of the aforementioned ways.

A prospective User who contests his/her status as a prohibited party should contact his/her Client Administrator. The Client Administrator shall verify prohibited party status and must provide EcoServices written certification and request access be granted to the Website to those prospective Users that were misidentified as prohibited parties.

Indemnity

User hereby releases and agrees to defend, indemnify and hold harmless EcoServices, its subsidiaries, affiliates, vendors, and the employees, directors, officers, agents, representatives, and subcontractors of each of them, from and against all liabilities, claims, damages and losses, of any nature, including, but not limited to, any and all damages, of whatever type; costs; fees; expenses; and judgments incident thereto for all injuries to any and all persons including User's officers, agents, and employees, and for any and all lost profits, business interruption, loss of information or programs or other data on either party's information handling system, loss of or damage to property, and loss of use thereof, arising directly or indirectly out of or in connection with use of the Website provided under or in connection with these Terms and Conditions, whether or not caused by any act or omission whatsoever of EcoServices, its subsidiaries, affiliates, vendors, and the employees, directors, officers, agents, representative, and subcontractors of each of them. In providing such data on the Website, EcoServices, its subsidiaries, affiliates, vendors, and the employees, directors, officers, agents, representative, and subcontractors of each of them, are deemed to be acting in an advisory capacity only and at no time shall they be deemed to act as employees or agents of User or User's Entity either directly or indirectly.

International Users and Jurisdiction

EcoServices maintains and controls the Website from the State of Connecticut, United States of America. Access to this Website in territories where the Website's contents are illegal is prohibited. If User accesses this Website from outside the United States, User is responsible for complying with all local laws. The laws of Connecticut govern the Website's content and use and these Terms and Conditions, without giving effect to any of Connecticut's conflict of law principles or rules.

Upon written notice of a problem or dispute in connection with the Website or the Terms and Conditions, the parties will make reasonable efforts to resolve any such issue or dispute within sixty (60) days of the written notice by a User, its Client Administrator or the relevant Entity to EcoServices. Any claim or action relating to or arising out of these Terms and Conditions shall be brought before a court of general jurisdiction in the State of Connecticut, United States of America. The parties hereby consent to the personal jurisdiction of the State of Connecticut.

General Provisions

All notices, requests and other communications to any party under these Terms and Conditions shall be in the English language and shall be deemed validly given if transmitted in writing, by mail, fax, the "Contact Us" link, or personal delivery to the other party.

Except as otherwise provided in a separate written agreement between the parties, all costs and expenses incurred in connection with these Terms and Conditions and access to and use of the Website shall be paid by the party incurring such cost or expense.

Unless stated to the contrary in these Terms and Conditions, these provisions are solely for the parties' mutual benefit and not for the benefit of any third party.

These Terms and Conditions or any of its rights or obligations hereunder, may not be assigned, without the prior written consent of EcoServices. EcoServices, however, may assign these Terms and Conditions at its sole discretion without notice.

Term and Termination

Unless terminated or modified in writing, these Terms and Conditions shall remain in force.

Termination of the Terms and Conditions will automatically result in revocation of User's rights to access the Website.

EcoServices may temporarily suspend or terminate User's access at any time if, in EcoServices' sole discretion, such suspension or termination is reasonably necessary to protect the Website's security or continued effective operation. EcoServices may reinstate User's access after EcoServices receives assurances from User that the grounds for suspension or termination no longer apply.

Severability

Should any provision of this Agreement be held unenforceable or in conflict with the law of any relevant jurisdiction, the validity of the remaining provisions shall be unaffected by such holding.

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Any questions or concerns or issues of compliance around these terms of conditions
you should contact EcoServices General Counsel.