This is a legally binding agreement. Please read this carefully.
These Terms of Use may be amended from time to time, so you should review them periodically because your continued use of the ECOA Connects web site constitutes your acceptance of the amended terms and conditions. If you do not agree to these Terms of Use, do not access the ECOA Connects web site.
This Terms of Use agreement was last updated April 15, 2010.
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First, some important definitions:
“Agreement” means this Terms of Use agreement.
“Content” means any statement, image, act, performance, data, text, photo, picture, graphics, image, audio or video clip, logo, icon, link, work of authorship, digital file, software, or other material entered on, posted to, or conducted through ECOA Connects by a Registered User.
“ECOA," “we,” or “us” means the Ethics and Compliance Officer Association.
"ECOA Connects" means the web site accessed through the domain name http://ecoaconnects.theecoa.org.
“ECOA Privacy Policy” means the privacy policy posted from time to time by ECOA Connects and at links available from ECOA Connects.
“Registered User” means a person who has a Registration.
“Registration” means having an ECOA Connects account established with ECOA.
“User Page” means that portion of ECOA Connects on which Registered User enters and/or posts various information about himself or herself for use by ECOA in administering ECOA Connects and, to the extent such Registered User elects, for display to other Registered Users (such as showing the person’s real name on a comment posted by him or her).
“You” means you (surprisingly enough).
1. Overview
ECOA Connects is a service provided by ECOA that offers its members a unique opportunity to network with fellow ECOA members, benefit from their experience, participate in ongoing conversations, and exchange resources. To ensure the best possible experience for all ECOA members, please respect the rules and guidelines for participation.
2. Your Agreement with ECOA Connects
This Agreement sets out the terms and conditions under which ECOA offers you access to and use of ECOA Connects. By accessing or using ECOA Connects, you agree to terms and conditions of this Agreement with respect to your use of ECOA Connects.
Although we may attempt to notify you when some changes are made to this Agreement, we may modify this Agreement at any time and from time to time in our sole discretion without notice to you. You should periodically review this Agreement carefully in order to make sure that you are aware of the most current terms and conditions for the use of ECOA Connects because any use or viewing of ECOA Connects by you after any change to this Agreement, whether or not you have reviewed the amended Agreement, constitutes your acceptance of the Agreement as changed.
This Agreement as amended from time to time shall remain in full force and effect while you are a Registered User and any time you use or access ECOA Connects.
3. Registration
In order to participate in ECOA Connects, you must be a Registered User. You become a Registered User by registering through ECOA Connects. You agree to provide accurate and complete information when registering and to keep such information updated in your User Page on ECOA Connects.
When you sign up to become a Registered User, you will also be asked to choose a password. You are entirely responsible for maintaining the confidentiality of your password. You are solely responsible for the activity that occurs through your Registration, and you agree to keep your password secure. You agree not to allow any other person to use your password or Registration, and you agree never to use another Registered User’s password or Registration. You agree notify ECOA immediately if you suspect any breach of security or unauthorized use of your Registration. ECOA WILL NOT BE LIABLE FOR, AND ECOA CONNECTS EXPRESSLY DISCLAIMS, ANY COSTS OR LOSSES CAUSED BY ANY UNAUTHORIZED USE OF YOUR REGISTRATION, BUT YOU MAY BE LIABLE FOR THE COSTS OR LOSSES OF ECOA OR OTHERS DUE TO SUCH UNAUTHORIZED USE.
You may terminate your Registration at any time for any or no reason by following the instructions on ECOA Connects. ECOA may terminate your Registration at any time for any or no reason, with or without prior notice or explanation, and without any liability. Even after Registration is terminated, portions of this Agreement will remain in effect, as indicated herein.
In addition, ECOA shall have the right in its sole discretion to (i) remove any material that in its sole opinion may violate, or that is alleged to violate, any applicable law or this Agreement and (ii) remove User Page information or any other portion of ECOA Connects or otherwise terminate any use of ECOA Connects if ECOA believes or determines in its sole discretion that such use is unlawful and/or prohibited by this Agreement.
4. General Restrictions on Using ECOA Connects
You are solely responsible for all Content you say, perform, post, transmit, cause the display or performance of, or otherwise make available on or through ECOA Connects and for all consequences thereof.
ECOA reserves the right, but has no obligation, to monitor or screen Content and to terminate your Registration and/or remove or alter any Content in its sole discretion.
While ECOA will use reasonable efforts to comply with the ECOA Privacy Policy, no Content shall be deemed confidential or secret information.
You agree not to say, perform, post, transmit, cause the display or performance of, or otherwise make available any Content that (i) contains nudity, depicts, describes, or suggests sexual, violent, or illegal conduct, or reasonably might be deemed obscene, pornographic, violent, or harmful under the circumstances (including without limitation by under the laws of any jurisdiction in the United States, whether or not such laws are applicable to the Content in question); (ii) reasonably under the circumstances might be deemed threatening, abusive, harassing, tortious, vulgar, hateful, or racially, ethnically, or otherwise offensive or discriminatory; (iii) is illegal; (iv) is tortious, defamatory, libelous, invasive of another person’s privacy, or violates another person’s publicity rights; (v) bears any false, disguised, or misleading origin; (vi) contains software viruses or any other computer code, files, or programs designed to destroy, interrupt, or otherwise limit the functionality of any computer software, computer hardware, network, or other equipment; or (vii) is confidential and you do not have a right to disclose.
You agree not use ECOA Connects to (i) harass or advocate harassment of another person or entity; (ii) perform any activities that violate, intentionally or unintentionally, any applicable state, local, federal, or international laws or regulations promulgated by governmental agencies that have the force of law; (iii) provide resources to or otherwise support any organization(s) designated by the United States government as a foreign terrorist organization under section 219 of the Immigration and Nationality Act; (iv) impersonate any person or entity or misrepresent in any way your affiliation with a person or entity; (v) transmit unsolicited mass e-mails, “spim,” or "spam;" or (vi) make any unsolicited contact with any Registered User by any means, whether through ECOA Connects or otherwise, using information from a Registered User’s User Page, or collect or store any information about other users or Registered User for any purpose other than in the normal course of using ECOA Connects. You further agree not to attempt to do, or assist anyone else with doing or attempting, any of the foregoing or any act that reasonably might lead to the foregoing.
You agree not do any of the following: (i) “frame” or “mirror” any portion of ECOA Connects, or access ECOA Connects in any way other than by the interfaces provided by ECOA Connects; (ii) use any robot, spider, site search/retrieval application, other automatic device, or manual process, to “screen scrape,” monitor, “mine,” retrieve, index, or copy any portion of ECOA Connects; (iii) create Registrations or User Pages using any automated means, under false pretenses, or for any purpose other than in the normal course of using ECOA Connects; (iv) use any device, software, methodology, or routine to interfere with the proper working of ECOA Connects or servers, networks connected to ECOA Connects, or the use and enjoyment of ECOA Connects by any third party; (v) reverse engineer any of our technology, including without limitation any applets associated with ECOA Connects; (vi) access data of which you are not an intended recipient or log into a server or account on a network related to ECOA Connects that you are not expressly authorized to access; (vii) harvest or collect information about other ECOA Connects users; (viii) restrict or inhibit any other person from using ECOA Connects, including without limitation by means of "hacking" or defacing any portion of ECOA Connects; (ix) use any portion of ECOA Connects as a destination linked from any unsolicited bulk messages or unsolicited commercial messages; (x) use ECOA Connects in any manner that could damage, disable, overburden, disrupt, or impair ECOA Connects, the Services, any ECOA Connects server, or the network(s) connected to any ECOA Connects server; (xi) in any other way interfere with or disrupt the proper operation of ECOA Connects or any other party’s use and enjoyment of ECOA Connects; (xii) use ECOA Connects in any way or for any purpose that in a way that harms ECOA Connects, any customer or advertiser of ECOA Connects, or any other person; (xiii) engage in any activities related to ECOA Connects that are contrary to applicable laws or regulations; (xiv) disobey any applicable policies or regulations of networks connected to ECOA Connects; or (xv) attempt to do, or assist anyone else with doing or attempting, any of the foregoing or any act that reasonably might lead to the foregoing.
You are granted a limited, nonexclusive right to create a hypertext link to ECOA Connects provided that such link is to the entry page (home page) of ECOA Connects and does not portray ECOA Connects or any of its products or services in a false, misleading, derogatory, or defamatory manner. You agree not to create any link to any other portion of ECOA Connects without written consent from ECOA and that this limited right may be revoked at any time for any reason whatsoever.
5. No Commercial Activities
You agree not use ECOA Connects for conducting any private business or commercial activity without the express written consent of ECOA. Commercial activities include, but are not limited to, job postings, promotional announcements, product-related press releases, or advertising.
6. No Anti-competitive Activities
You agree not use ECOA Connects to discuss or exchange information with any other person regarding individual company or industry pricing, plans, designs, sales, or other such information that violates, or reasonably might violate, antitrust laws. Your agree not to use ECOA Connects to encourage or facilitate any agreement that either expressly or impliedly leads to price fixing, market allocation agreements, a boycott of another's business, or other conduct intended to illegally restrict free trade or to create a monopoly.
7. No Infringement
ECOA respects the intellectual property of others, and we expect and require that our users do the same. You may not say, perform, post, transmit, cause the display or performance of, or otherwise make available any Content that infringes or misappropriates any copyright, patent, trademark, trade secret, or other proprietary or intellectual property right of any party. ECOA reserves the right to terminate the Registration of infringers and to recover any damages caused by such infringement.
You represent and warrant that you own all patent, trademark, trade secret, copyright, and other intellectual property and proprietary rights in and to any and all Content or that you have all the necessary rights to use and to authorize ECOA to use the foregoing in the manner contemplated in ECOA Connects and this Agreement.
8. Use of Content; ECOA’s Proprietary Rights
You grant to ECOA and to each other Registered User a perpetual, non-exclusive, worldwide, royalty-free, transferrable license (with the right to sublicense), free and clear of any license, lien, claim, or other right of any person or entity, to use, reproduce, distribute, display, perform, adapt, translate, and make derivative works from all Content that you post to ECOA Connects, in whole or in part and in any form or medium now known or later developed, as ECOA and each such Registered User sees fit in its sole and absolute discretion, even if the Content contains personally-identifiable information (which ECOA strongly discourages).
You acknowledge and agree that all right, title, and interest in ECOA Connects and all works of authorship and other materials contained on ECOA Connects, including without limitation any software, data, text, photos, pictures, graphics, images, audio and video clips, logos, icons, and links, and the selection and arrangement thereof, but excluding Content (collectively, the “ECOA Connects Property”), is exclusively the property of ECOA and/or its licensors and that we have granted you no license or rights whatsoever in or to any ECOA Connects Property except as expressly set out in this Agreement. You may not modify, copy, distribute, transmit, sell, transfer, broadcast, circulate, display, perform, reproduce, publish, license, create derivative works from, or otherwise use in any other way for commercial or public purposes, in whole or in part, any ECOA Connects Property, except for the purposes expressly provided in this Agreement, without the prior written approval of ECOA. If you copy or download any ECOA Connects Property, you agree that you will preserve any copyright notices or other such notices contained therein.
You also acknowledge and agree that the ECOA Connects names and logos and all related product and service names, design marks, and slogans appearing on ECOA Connects, along with the names and trademarks or service marks of third parties referenced on ECOA Connects (collectively, the "Marks"), are the exclusive property of ECOA or such third parties and that we have granted you no license or rights whatsoever in or to any Marks. You agree not to use any Marks, including without limitation any use as or in metatags on other web sites, without our prior express written consent and/or the prior express written consent of the owner of the applicable Mark.
9. No Responsibility For Third Party Content Or Actions
Any opinions or statements expressed by a user of ECOA Connects are those of the user alone and shall not be attributed to ECOA. ECOA cannot and does not assume responsibility for, and expressly disclaims any liability for, the accuracy, completeness, safety, reliability, timeliness, appropriateness, or legality of any Content. You understand that you or anyone near you may be exposed to Content that is inaccurate, offensive, indecent, objectionable, or illegal. YOU AGREE TO USE ECOA CONNECTS ENTIRELY AT YOUR OWN RISK AND YOU AGREE TO WAIVE, AND HEREBY DO WAIVE, ANY LEGAL OR EQUITABLE RIGHTS OR REMEDIES YOU HAVE OR MAY HAVE AGAINST ECOA WITH RESPECT THERETO.
10. Privacy Policy
You acknowledge that you have read and understand the ECOA Privacy Policy, which concerns the collection and use of your personal information by ECOA in conjunction with or related to use of ECOA Connects and electronic communications with ECOA. The ECOA Privacy Policy is in addition to any other privacy policy relating to your relationship with ECOA as to which ECOA may notify you from time to time.
You acknowledge and agree that when you submit any information to us through ECOA Connects, we may disclose any information you submit if we have a right to do so under the ECOA Privacy Policy, if we have a duty to do so, if we are compelled or permitted by law to do so, if you direct us to do so, and/or if necessary to provide you with products or services you have requested. Any information, questions, comments, suggestions, or ideas that you send to us by or through ECOA Connects, at any e-mail address we have provided on ECOA Connects, or through any other electronic means will be treated as being non-confidential and non-proprietary as to you, and we will be free to use the same for any purpose whatsoever without paying any compensation to you, and the same shall be deemed our property upon receipt.
ECOA may use certain technology on ECOA Connects to collect information from visitors and Registered Users and compile aggregate statistical information about how they use ECOA Connects, including without limitation information relating to the frequency of visits, the average length of visits, which pages are viewed during a visit, the links to other web sites invoked during a visit, the domain name and IP address from which they are connecting, and the type and version of web browser. ECOA may use this information to improve ECOA Connects and for any other lawful purpose.
ECOA may use technology or other means to protect ECOA Connects, to protect ECOA’s members, or stop you from breaching this Agreement.
ECOA reserves the right to send you certain communications relating to your Registration or ECOA Connects such as service announcements and administrative messages. You cannot opt out of these messages.
11. Interstate and International Use
You consent to the collection and processing of personal information in the United States regardless of where you are located. You acknowledge that communications made using ECOA Connects may result in the transmission of data across state borders and/or international borders.
12. ECOA Connects Availability
ECOA may place limits on, modify, suspend, or terminate ECOA Connects or any portions thereof at any time without notice.
13. Digital Millennium Copyright Act
If you are a copyright owner or an agent thereof and believe that any Content or infringes your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C. 512(c)(3) for further detail): (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material; (iv) information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail; (v) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
The designated Copyright Agent to receive notifications of claimed infringement for ECOA Connects is: Copyright Agent, Ethics and Compliance Officer Association, 411 Waverley Oaks Road, Suite 324, Waltham MA 02452, or by email to tmazur@theecoa.org.
You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid.
If you believe that your Content that was removed (or to which access was disabled) is not infringing, or that you have authorization from the copyright owner, the copyright owner's agent, or pursuant to law to say, perform, post, transmit, cause the display or performance of, or otherwise make the Content available on or through ECOA Connects, you may send a counter-notice containing the following information to the Copyright Agent: (i) your physical or electronic signature; (ii) identification of the Content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled; (iii) a statement that you have a good faith belief that the Content was removed or access disabled as a result of mistake or a misidentification of the Content; and (iv) your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Nashville, Tennessee, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Copyright Agent, ECOA in its sole discretion may send a copy of the counter-notice to the original complaining party informing that person that ECOA may replace the removed Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against such use of the Content, the Content, in the sole discretion of ECOA, may be replaced, or access to it restored, 10 business days or more after receipt of the counter-notice.
14. Indemnification
You agree to defend, indemnify, and hold ECOA and its directors, officers, employees, agents, and affiliates harmless from all claims, losses, damages, obligations, and costs (including without limitation reasonable attorney fees and expenses), arising from or related to (i) your use of ECOA Connects, (ii) your breach of this Agreement, (iii) your violation of any third party right, including without limitation any copyright, property right, or privacy right; or (iv) any claim that Content provided by you caused damage to a third party. This defense and indemnification obligation will survive your use of ECOA Connects and any termination of this Agreement.
15. Exclusion of Warranties; Errors and Interruptions
ECOA PROVIDES ECOA CONNECTS "AS-IS," "WITH ALL FAULTS," "AS AVAILABLE," AND “WHERE AVAILABLE AND PERMITTED.” ECOA DOES NOT MAKE ANY EXPRESS WARRANTIES OR GUARANTEES, AND TO THE FULLEST EXTENT PERMITTED BY LAW ECOA, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY, WORKMANLIKE EFFORT, OR FITNESS OR SUITABILITY FOR A PARTICULAR PURPOSE (WHETHER OR NOT ECOA KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR OTHERWISE IS IN FACT AWARE OF ANY SUCH PURPOSE), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING, OR OTHERWISE. ECOA DOES NOT GUARANTEE OR WARRANT THAT ANY FILE AVAILABLE FOR DOWNLOADING FROM ECOA CONNECTS WILL BE FREE FROM INFECTION, VIRUSES, WORMS, TROJAN HORSES, OR OTHER CODE THAT MANIFESTS CONTAMINATING OR DESTRUCTIVE PROPERTIES.
ECOA MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF CONTENT ON THE ECOA CONNECTS WEB SITE OR THE CONTENT OF ANY SITES LINKED TO ECOA CONNECTS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT OR ANY INFORMATION ON ECOA CONNECTS, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR REGISTRATION FOR, ACCESS TO, OR USE OF ECOA CONNECTS OR, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM ECOA CONNECTS, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH ECOA CONNECTS SITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR INFORMATION ON ECOA CONNECTS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT OR INFORMATION POSTED, EMAILED, TRANSMITTED, PERFORMED, OR OTHERWISE MADE AVAILABLE VIA ECOA CONNECTS. ECOA DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH ECOA CONNECTS OR ANY LINKED WEB SITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND ECOA WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
You may have additional consumer rights under your local laws that this Agreement cannot change.
You acknowledge that the operation of ECOA Connects will not be error free in all circumstances, that all defects in ECOA Connects may not be corrected, and that the operation of ECOA Connects may be interrupted for periods of time by reason of defect therein or by reason of fault on the part of ECOA.
16. Limitations of Liability
ECOA WILL NOT BE LIABLE IN ANY EVENT TO YOU (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM YOUR RIGHTS) FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND REGARDLESS OF WHETHER ECOA WAS ADVISED, HAD OTHER REASON TO KNOW, SHOULD HAVE ANTICIPATED, OR IN FACT KNEW OF THE POSSIBILITY OF SUCH DAMAGES OR THAT DIRECT DAMAGES WOULD NOT BE A SATISFACTORY REMEDY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THESE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU, BUT THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
YOU SPECIFICALLY ACKNOWLEDGE THAT ECOA SHALL NOT BE LIABLE FOR USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
THESE LIMITATIONS APPLY EVEN IF THE REMEDY AVAILABLE TO YOU DOES NOT FULLY COMPENSATE YOU FOR YOUR LOSS OR FAILS OF ITS ESSENTIAL PURPOSE. THE PROVISIONS OF THIS SECTION ARE INDEPENDENT OF, SEVERABLE FROM, AND TO BE ENFORCED INDEPENDENTLY OF ANY OTHER ENFORCEABLE OR UNENFORCEABLE PROVISION OF THIS AGREEMENT.
17. General Legal Provisions
No agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by this Agreement.
ECOA Connects is controlled and offered by ECOA from its facilities in the United States of America. ECOA makes no representations that ECOA Connects is appropriate or available for use in other locations. If you access or use ECOA Connects from other jurisdictions, you do so at you own volition and risk, and you are responsible for compliance with local law.
This Agreement, together with the ECOA Privacy Policy, any other legal notices published from time to time by ECOA on ECOA Connects, is the entire agreement between you and ECOA related to ECOA Connects, replacing any prior or contemporaneous communications, agreements, and understandings with respect to the subject matter hereof. If there is any conflict between this agreement and a signed written agreement between you and ECOA Connects related to ECOA Connects, the signed written agreement will control. The section titles in this agreement do not limit the other terms of this Agreement.
If for any reason a court of competent jurisdiction finds any provision of this Agreement, or a portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of this Agreement and the remainder of this Agreement shall continue in full force and effect.
This Agreement is governed by Massachusetts law, excluding such state’s choice-of-law rules. THE EXCLUSIVE VENUE FOR ANY DISPUTE RELATING TO THIS AGREEMENT IS THE FEDERAL OR STATE COURTS SITTING IN MIDDLESEX COUNTY, MASSACHUSETTS. YOU ECOA CONSENT TO THE PERSONAL JURISDICTION OF THESE COURTS. You agree that ECOA Connects shall be deemed solely based in Massachusetts and that ECOA Connects shall be deemed a passive web site that does not give rise to personal jurisdiction over ECOA, either specific or general, in jurisdictions other than Massachusetts. A printed version of this Agreement shall be admissible in judicial or administrative proceedings. Nothing in this agreement limits either party's ability to seek equitable relief. ECOA shall be entitled to reasonable attorneys’ fees and costs in connection with enforcing any provision of this Agreement. EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING BUT NOT LIMITED TO ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. FURTHER, EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF EITHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. EACH OF THE PARTIES ACKNOWLEDGES THAT THIS SECTION IS A MATERIAL INDUCEMENT FOR THE OTHER PARTY ENTERING INTO THIS AGREEMENT.
Any claim related to this Agreement or ECOA Connects may not be brought unless made within the one-year period beginning on the date when the claim first could be filed. If it is not filed within such time, then that claim is permanently barred. This applies to you and your successors as well as to ECOA and its successors and assigns. Except as otherwise expressly provided in this Agreement, notice to ECOA shall be by U.S. mail or recognized national overnight delivery service at Attn: Legal Department, Ethics and Compliance Officer Association, 411 Waverley Oaks Road, Suite 324, Waltham MA 02452, with a copy to Stephen F. Wood, Esq., Baker Donelson Bearman Caldwell & Berkowitz, PC, Baker Donelson Center, Suite 800, 211 Commerce Street, Nashville, TN 37201. We do not accept e-mail notices. Notice to you may be made by e-mail to the email address you provide during the registration process, by U.S. mail or recognized national overnight delivery service to the address provided during the registration process, or by notice displayed to you upon your access to ECOA Connects.
Failure to enforce any provision will not constitute a waiver of that provision. If any provision is found unenforceable, it and any related provisions will be interpreted to best accomplish the unenforceable provision's essential purpose, and the rest of this agreement will not change.
There are no other third party beneficiaries to this agreement.
ECOA may assign this Agreement, in whole or in part, at any time with or without notice to you. You may not transfer to anyone else, either temporarily or permanently, this Agreement, any rights to use ECOA Connects, or any portion thereof, except as otherwise expressly provided in this agreement.