National Cooperative Services Corporation DBA Utility Capital Solutions ("Utility Capital Solutions ") provides information through public websites and enables secure online account access through Utility Capital Solutions private websites that require authentication. The Utility Capital Solutions private websites that require authentication shall be known as the “Restricted Sites” and refer to those portions of our websites that are secure, non-public and accessible only after a user has registered and been authorized by Utility Capital Solutions. A user is authorized by Utility Capital Solutions only if the individual is (i) an employee, board member or authorized agent of an Utility Capital Solutions member or affiliate, or (ii) an individual employed by a non-member organization granted access by Utility Capital Solutions for a particular purpose; but such authority shall be limited to only those portions of the Restricted Sites that Utility Capital Solutions authorizes the user to access. Under no circumstances will any individual employed by or affiliated with a direct or indirect competitor of Utility Capital Solutions or the National Rural Utilities Cooperative Finance Corporation be considered an authorized user of the Restricted Sites. The Restricted Sites, together with the portions of Utility Capital Solutions websites that are available to the general public without the need to be an authorized user, are collectively referred to as the “Utility Capital Solutions Websites”.
By accessing and using the Utility Capital Solutions Websites, you ("User(s)" and "you") agree to be bound by the terms and conditions set forth herein (“Terms of Use”) as modified from time to time by Utility Capital Solutions. These Terms of Use constitute a legal contract between you and Utility Capital Solutions, and by accessing or using any part of the Utility Capital Solutions Websites you represent and warrant that you have the right, power and authority to use the Utility Capital Solutions Websites you access and agree to and be bound by these Terms of Use. You should read carefully and understand these Terms of Use, including the DISCLAIMERS, LIABILITY WAIVERS, LIMITATION OF DAMAGES, INDEMNITY, AND OTHER IMPORTANT TERMS AT THE END OF THESE TERMS OF USE, before accessing or authorizing access to the Utility Capital Solutions Websites. Your use of the Utility Capital Solutions Websites shall comply with the terms of these Terms of Use at all times. If you do not agree to the Terms of Use, if you do not have the right, power and authority to use the Utility Capital Solutions Websites you access, or you do not agree to be bound by the Terms of Use, you may not use the Utility Capital Solutions Websites.
The information, data, text, software, source code, photographs, images, graphics, multi-media content, organization, layout, design, materials, documents, spreadsheets, financial models, formulas and other content (the “Content”) contained on or provided through the Utility Capital Solutions Websites are proprietary and/or confidential information of Utility Capital Solutions, its affiliates and their third party licensors and is protected by applicable intellectual property and other laws. You may view and download Content from the Utility Capital Solutions Websites according to your authorized account permissions and use such materials and content solely for your internal business purposes or as otherwise permitted by Utility Capital Solutions in writing, provided that you (i) keep all copyright and other proprietary notices intact, and (ii) do not (and do not allow any third party to) copy, modify, distribute, transmit, reproduce, display, publish, license, create derivative works from, sell, lease, or otherwise exploit Content for commercial purposes.
License
By transmitting content to Utility Capital Solutions or the Utility Capital Solutions Website, you grant Utility Capital Solutions a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, reproduce, cache, modify, distribute, and transmit such content for purposes related to the Utility Capital Solutions Websites or Utility Capital Solutions business purposes, and waive any publicity rights in such content.
You represent and warrant that (a) you own or have the full right, power and authority to grant to Utility Capital Solutions use of and rights in and to all content you submit to Utility Capital Solutions, (b) your license of such content to Utility Capital Solutions does not, and the use of such content by Utility Capital Solutions will not infringe any right or interest owned or possessed by any third party, and (c) there are no claims or judgements relating to such content.
Privacy
Utility Capital Solutions is committed to respecting the privacy of your personal information in connection with your use of the Utility Capital Solutions Websites. We take great care to keep your personal information confidential and secure. Utility Capital Solutions use of your personal information is described in our Privacy Policy, which is available at https://www.utilitycapital.coop/content/ncsc-ext/en/privacy.html and which is hereby incorporated into, and made part of, these Terms of Use.
Online User Account Security and Passwords
Authorized Users of the Restricted Sites are provided access to available online data according to their authorized account permissions by way of an online subscriber identification name, or User ID, and a password selected by the User. You agree that, by using a User ID and password to access the Restricted Sites, that Utility Capital Solutions may use the User ID and passcode as a means to authenticate your identity for purposes of using the Restricted Sites. Utility Capital Solutions is under no obligation to confirm the actual identity or authority of any party accessing the Restricted Sites using your User ID and password. Users agree to keep these passwords private and further agree to refrain from sharing the passwords with any other person or allowing any other person to log onto or use the Restricted Sites. Passwords must be kept secure, and should not be revealed over the phone, in an unencrypted e-mail message or in writing and should not be stored on a portable data storage device, such as a laptop, flash drive, tablet, or mobile phone. You are solely responsible for any unauthorized use of your User ID and password.
Please notify the Utility Capital Solutions Member Center (identified at the end of the Terms of Use) promptly if you become aware that any password information or any area of the Utility Capital Solutions Websites has been compromised, or if you become aware of any unauthorized access to an account, whether or not such access was by someone who is generally authorized to access the system or is authorized to access other accounts.
Prohibited Uses
It is a violation of these Terms of Use for you to (i) use the Utility Capital Solutions Websites for illegal purposes or in violation of any applicable laws and regulations, (ii) defeat or circumvent passcodes or other security features, (iii) use the Utility Capital Solutions Websites or any products or services provided thereunder for other than their intended purposes, (iv) use any Content to represent that Utility Capital Solutions endorses or has retained you, or any person or company associated or affiliated with you, to provide any services on behalf of Utility Capital Solutions unless approved by Utility Capital Solutions in writing, (v) obtain, alter, damage or destroy Content or otherwise to interfere with the Utility Capital Solutions Websites systems of operation (vi) use any robot, spider, or other automatic or manual process to monitor, data mine, or copy any Utility Capital Solutions Websites pages, Content, or user information, except as expressly permitted by Utility Capital Solutions, (vii) transmit software viruses or any other computer code, files or programs that are designed to or have the capability to interrupt, modify, damage, improperly access, disable, destroy or limit the functionality of the Utility Capital Solutions Websites, Utility Capital Solutions servers or Utility Capital Solutions networks, or (vii) impersonate any person or entity, including but not limited to an authorized user, or falsely state or otherwise misrepresent any registration information provided to Utility Capital Solutions.
Utility Capital Solutions reserves all rights associated with providing services and information through the Utility Capital Solutions Websites, including the right to terminate the use of and access to Utility Capital Solutions Websites for any reason, including for the prohibited uses set forth above. Users and the respective organizations that they are associated with or represent in relation to the Utility Capital Solutions Websites will be held responsible for any violation of these Terms of Use and Utility Capital Solutions will, in connection with any violation, pursue such penalties and remedies as the law provides.
Access to Other Online User Accounts
Each User's access to the Restricted Sites is limited to that portion of such Utility Capital Solutions Websites for which the User has authorized account permissions. If any User obtains unauthorized access to Content that it knows, or reasonably should know, to be outside the area of its authorization, whether accessed through inadvertent or other means, the User shall immediately exit the area and is prohibited from saving or storing, maintaining or making any use of, printing, sending, sharing, publishing or otherwise disseminating any data or information so accessed.
Utility Capital Solutions strives to protect User's account information by employing an array of technological and procedural data security measures, including these Terms of Use. Unfortunately, no one and no technology can promise absolute data security. Although we take commercially reasonable data security precautions, the security of online User accounts and information could be compromised by unauthorized entry or use, hardware or software failure, and other factors. You should promptly notify us of any misuse or unauthorized access that comes to your attention. We reserve the right to investigate any misuse or unauthorized access of secure information, including User's online accounts, and to contact law enforcement as we deem necessary or appropriate. By accessing and using the Utility Capital Solutions Websites after the effective date of these Terms of Use, you agree to cooperate with us in this regard and to abide by these Terms of Use.
Products & Services
Display of a product or service offering on the Utility Capital Solutions Websites is not a guarantee that the product or service offering is currently available, is available under the terms or conditions set forth on the Utility Capital Solutions Websites, or that it will be available on the Utility Capital Solutions Websites when you visit again. Any description or reference to non- Utility Capital Solutions products or services in the Utility Capital Solutions Websites is for informational purposes only and shall not constitute an endorsement or a recommendation of such products or services by Utility Capital Solutions.
Proprietary Rights
The Utility Capital Solutions Websites contain trademarks of Utility Capital Solutions and its third party licensors. Unauthorized use of any Utility Capital Solutions or third party trademarks, service marks, or logos may be a violation of federal and state trademark laws. You must obtain Utility Capital Solutions written permission prior to using any trademark or service mark of Utility Capital Solutions. Utility Capital Solutions and/or its licensors own all intellectual property rights in the Utility Capital Solutions Websites, except as otherwise expressly indicated. The Utility Capital Solutions Websites are protected by U.S. and international copyright laws.
Procedure for Making Notification of Claims of Copyright Infringement
If you believe that your work has been copied and is available on the Utility Capital Solutions Websites in a way that constitutes copyright infringement, you may notify Utility Capital Solutions according to the notice requirements of the Digital Millennium Copyright Act and any other applicable law. Pursuant to 17 U.S.C. Section 512, Utility Capital Solutions registered agent under the Digital Millennium Copyright Act can be reached as follows: by mail to Legal Department (attn: General Counsel), National Rural Utilities Cooperative Finance Corporation, 20701 Cooperative Way, Dulles, VA 20166; or by e-mail to LegalCompliance@nrucfc.coop.
Links
The Utility Capital Solutions Websites may contain links and pointers to the websites of third parties as a convenience to our Users. Utility Capital Solutions does not operate or control, and does not necessarily endorse or recommend these sites, their operators or content. Utility Capital Solutions is not responsible or liable for the availability of such third-party sites, their content, or anything obtained through such third-party sites. Different terms and conditions may apply to your use of any linked websites. It is your responsibility to review any such terms and conditions in connection with your use of any such websites.
Export Restrictions
The Utility Capital Solutions Websites are operated by Utility Capital Solutions from the United States of America. Utility Capital Solutions makes no representation that the information in the Utility Capital Solutions Websites is appropriate or available for use in other locations, and access to the Utility Capital Solutions Websites from territories where the content may be illegal is prohibited. Those who choose to access the Utility Capital Solutions Websites from other locations do so on their own initiative and are responsible for compliance with applicable local laws. The products and services provided through the Utility Capital Solutions Websites may not be exported or re-exported into (or to a national or resident of) any country to which the United States embargoes goods, or to anyone on the U.S. Treasury Department’s list of Specifically Designated National or the U.S. Commerce Department’s Table of Denial Orders.
DISCLAIMERS, LIABILITY WAIVERS, LIMITATION OF DAMAGES, AND INDEMNITY
UTILITY CAPITAL SOLUTIONS IS NOT RESPONSIBLE FOR THE COMPLETENESS, TIMELINESS, ACCURACY OR AVAILABILITY OF ANY INFORMATION TRANSMITTED, GENERATED OR MADE AVAILABLE VIA THE UTILITY CAPITAL SOLUTIONS WEBSITES (THE "INFORMATION"), NOR FOR ANY DECISIONS OR ACTIONS THAT YOU MIGHT TAKE BASED ON INFORMATION. THE USE OF INFORMATION, OR RELIANCE ON IT, IS ENTIRELY AT YOUR OWN RISK. ANY SUCH INFORMATION IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE EXPERT, PROFESSIONAL, FINANCIAL OR LEGAL ADVICE OR OPINION. THE UTILITY CAPITAL SOLUTIONS WEBSITES AND ALL INFORMATION, PRODUCTS AND SERVICES AVAILABLE THROUGH THE UTILITY CAPITAL SOLUTIONS WEBSITES ARE PROVIDED TO YOU ON AN "AS IS" AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, DATA ACCURACY, AND QUIET ENJOYMENT. UTILITY CAPITAL SOLUTIONSDISCLAIMS AND DOES NOT WARRANT THE OPERATION, PERFORMANCE, SAFETY OR SECURITY OF THE UTILITY CAPITAL SOLUTIONS WEBSITES.
UTILITY CAPITAL SOLUTIONS MAY TERMINATE, FOR ANY REASON, TEMPORARILY OR PERMANENTLY, IN WHOLE OR IN PART AND WITHOUT PRIOR NOTICE, THE UTILITY CAPITAL SOLUTIONS WEBSITES, ANY FEATURE OF THE UTILITY CAPITAL SOLUTIONS WEBSITES, OR YOUR ACCESS TO THEM. UTILITY CAPITAL SOLUTIONS SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY MODIFICATION, SUSPENSION OR DISCONTINUANCE OF THE UTILITY CAPITAL SOLUTIONS WEBSITES.
UTILITY CAPITAL SOLUTIONS SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE UTILITY CAPITAL SOLUTIONS WEBSITES OR ANY INFORMATION, MATERIALS, PRODUCTS OR SERVICES OBTAINED OR PROVIDED VIA THE UTILITY CAPITAL SOLUTIONS WEBSITES, INCLUDING ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR ANY OTHER DAMAGES RESULTING FROM LOSS OF USE, LOSS OF DATA, OR LOSS OF PROFITS, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, UNDER ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE UTILITY CAPITAL SOLUTIONS WEBSITES, THE INFORMATION CONTAINED IN THE UTILITY CAPITAL SOLUTIONS WEBSITES OR INFORMATION OBTAINED BY THE USER FROM ANY HYPERLINKS TO DOCUMENTS LOCATED WITHIN AND WITHOUT THE UTILITY CAPITAL SOLUTIONS WEBSITES.
Some jurisdictions do not allow exclusions of liability for certain types of damages. Accordingly, some of the above limitations may not apply to you to the extent prohibited by law. In such cases, Utility Capital Solutions liability will be limited to the fullest extent permitted by applicable law.
You agree to indemnify and hold Utility Capital Solutions, and its affiliates, officers, directors, employees, partners, agents and contractors harmless from any and all claims, losses, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) arising from or in connection with (i) your use of the Utility Capital Solutions Websites (including all products and services available through the Utility Capital Solutions Websites) and Information, (ii) your failure to comply with these Terms of Use or other Utility Capital Solutions Websites policies, or (iii) your violation of any rights of another person through your use of the Utility Capital Solutions Websites.
Miscellaneous
Utility Capital Solutions reserves the right to modify these Terms of Use and all guidelines, rules and policies pertaining to the Utility Capital Solutions Websites, from time to time, without prior notice and at our sole discretion. Any notices provided to you containing any additional terms concerning your use of the Utility Capital Solutions Websites shall automatically, and without any additional action by Utility Capital Solutions, be incorporated and considered part of these Terms of Use. Your use of the Utility Capital Solutions Websites following any such modification constitutes your agreement to follow and be bound by these Terms of Use as modified. The last date these Terms of Use were modified is the effective date set forth above. These Terms of Use are deemed to incorporate by reference all other notices, policies, disclaimers and other terms contained in the Utility Capital Solutions Websites. If a conflict exists between such other notices, policies, disclaimers and terms and these Terms of Use, these Terms of Use shall control. If any part of these Terms of Use is invalid, the remaining provisions or parts thereof shall remain effective. These Terms of Use, as modified from time to time, any written agreement between you or the organization you represent on the one hand, and Utility Capital Solutions on the other hand, and any policies that are incorporated by reference in either of the foregoing, set forth the entire understanding and agreement between you and Utility Capital Solutions with respect to the subject matter hereof. Utility Capital Solutions shall not be liable for any delay or failure in performance under these Terms of Use or interruption of service, including but not limited to any delay or failure resulting from acts of God, civil or military authority, war, labor disputes, materials provided by third parties, or any other cause beyond the reasonable control of Utility Capital Solutions.
These Terms of Use are governed by, and will be interpreted under, the laws of the Commonwealth of Virginia, without regard to choice or conflicts of law rules. Any legal action regarding these Terms of Use shall be commenced and heard in the Circuit Court of Fairfax County, Virginia or the United States District Court for the Eastern District of Virginia. You agree to submit and consent to the jurisdiction and venue of these courts, irrevocably waive any right you may have to commence any action against Utility Capital Solutions in any other court and irrevocably waive any rights or defenses in any such action based on lack of personal jurisdiction or improper or inconvenient venue. No waiver of your breach of these Terms of Use will be a waiver of any other or subsequent breach.
If you have any questions about these Terms of Use, your online User account information or the acceptable use of your online User account access, please contact our Member Center, in writing, at membercenter@nrucfc.coop, 20701 Cooperative Way, Dulles, VA 20166; or by telephoning the Member Center at (800) 424-2955.