Terms of Use

Last updated on:
July 25, 2022

I. General

Efficient Capital Labs, Inc., a Delaware corporation, (“Efficient Capital Labs,” “we,” “our” or “us”) owns and operates this website.  By accessing www.ecaplabs.com, including any subdomains of ecaplabs.com (together, the “Site”) or using our services (the “Services”), you acknowledge and agree that you have read, understood and agree to be bound by these terms of use (“Terms of Use”), whether you are acting in your individual capacity or on behalf of an entity.  

This Terms of Use is a legally binding contract between you and us.  You must read and agree to these terms and the Site Privacy Policy before using the Site, which is incorporated herein by reference.  If you do not agree to these Terms of Use, you may not use the Site.  This Terms of Use applies to all visitors, users, and others who access the Site (collectively, “Users”).

We reserve the right to modify these Terms of Use from time to time and will notify you of such modifications as described in “Notification Procedures and Changes to the Terms of Use” below.  Your continued use of the Site following any such notification will indicate your agreement to the Terms of Use as they have been amended.

PLEASE READ THESE TERMS OF USE CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION.  THESE TERMS OF USE CONTAIN A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

II. Eligibility

You, the business and business representative, each represent and warrant that

(i) all application material you submit is truthful and accurate;

(ii) you will maintain the accuracy of such information;

(iii) you, the business representative, are at least eighteen (18) years of age or older (19 years of age or older in Alabama), are an authorized representative of the business using the Services and are a legal resident of the United States to use this Site; and

(iv) your use of the Services does not violate any applicable law or regulation.  Any User Account (defined below) that you create in connection with the Services may be terminated without warning if we believe, in our sole discretion, that you, the business representative are less than 18 years of age.

III. User Accounts

You may be required to create a user account (a “User Account”) to use certain parts of the Site.  When you create a User Account, you will be required to provide an email address and select a password.  You may not disclose your password to any third party.  If you learn of any unauthorized use of your password or User Account, please contact us immediately.  We encourage you to use “strong” passwords (defined as passwords that use a combination of upper and lower case letters, numbers and symbols) with your User Account.  

Subject to the terms and conditions of these Terms of Use, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Site as permitted by the features of the Site.  We reserve all rights not expressly granted herein in the Site and our Intellectual Property (as defined below).  We may terminate or suspend this license or your access to the Site at any time for any reason or for no reason.

Your User Account is to be used solely on behalf of any entity represented by an authorized individual.  Use of any User Account by more than one individual violates these Terms of Use.  You are responsible for maintaining the confidentiality of your password.  You agree to notify us of any unauthorized use of your account or any breach of security.  We will not be liable for any loss that you may incur, or may create, because of someone else’s use of your password or account, either with or without your knowledge or consent.  

You shall not use any other individual or entity’s User Account at any time for any reason.  You agree to provide true, accurate, current and complete information about yourself and your business bank or business services accounts and you agree to not misrepresent your identity or your account information.  You agree to keep your business bank or business services account information up to date and accurate.  The Privacy Policy above addresses how information that you submit through the Services is collected, used, stored and shared.

IV. Electronic Disclosure and Consent

By providing us with your email address, you consent to our use of the email address to send you Site-related and Services-related notices, including any notices required by law, in lieu of communication by postal mail.  The documents related to this Site or our Services, whether completed online or uploaded by you in your individual capacity or on behalf of any entity may be executed electronically, and executed PDF versions (or other electronic versions) of such documents shall be valid and binding in all respects.  The User and any entities he/she represents hereby consent to

(i) receive electronically, through this Site or through the email address provided by the User, all documents, communications, notices, contracts, and agreements (each, a “Disclosure”) arising from or relating in any way to this Site and the Services and

(ii) transact business electronically, and this agreement to do so applies both to the specific transactions to which the Disclosures relate and to all of our Services.  The User and any entities must maintain hardware and software to receive electronic communications.

V. Registrations, Inquiries and Applications

You may be presented with the opportunity to register, inquire about loan or financing options, apply for a loan or financing or obtain loan or financing information through the Site.  When you register, inquire about loan or financing options or apply for a loan or financing, you agree to provide current, complete and accurate information about yourself and any entity on whose behalf you are acting.  By providing information to us, including information about any entity, you represent that you have the authority to provide such information, including information relating to and provided on behalf of that entity.  

If any information you provide is untrue, inaccurate, not current, incomplete, or unauthorized, we have the right to cancel your registration on the Site, reject any application you have submitted, terminate any agreement we have with you, and restrict your future use of the Site and our products and Services.  We reserve the right to reject any Site registration and/or decline any application for a loan or financing, subject to applicable regulations.

You are solely responsible for your interactions with other Users.  We reserve the right, but have no obligation, to monitor disputes between you and other Users.  Efficient Capital Labs shall have no liability for your interactions with other Users, or for any User’s action or inaction.

VI. Restrictions on Use

You agree to abide by all applicable laws and regulations in your use of the Site and our products and Services.  In addition, you agree that you will not do any of the following:

(1) Copy, distribute, or disclose any part of the Site in any medium, including without limitation by any automated or non-automated “scraping”;

(2) Use any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Site in a manner that sends more request messages to our servers than a human can reasonably produce in the same period of time by using a conventional online web browser (except that we grant the operators of public search engines revocable permission to use spiders to copy publicly available materials from www.ecaplabs.com for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials);

(3) Take any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure;

(4) Attempt to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Site;

(5) Use the Site for any commercial solicitation purposes;

(6) Conduct fraud, hide or attempt to hide your identity;

(7) Interfere with the proper working of the Site;

(8) Access any content on the Site through any technology or means other than those provided or authorized by the Site;

(9) Attempt to gain unauthorized access to the Site, other Users’ accounts, or computer systems or networks connected to the Site through hacking, password mining, or any other means;

(10) Disable or bypass any functionality of the Site;

(11) Harvest or otherwise collect personal information about others;

(12) Post, privately transmit, or otherwise make available content, or take any action on the Site, that may constitute libel or slander or that infringes or violates someone else’s rights or is protected by any copyright or trademark, or otherwise violates the law;

(13) Post, privately transmit, or otherwise make available content that in our judgment is objectionable, such as content that is harmful, threatening, inflammatory, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or otherwise objectionable, or which restricts or inhibits any other person from using or enjoying the Site, or which may expose us or our users to any harm or liability of any type;

(14) Post, privately transmit, or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, or any other form of solicitation;

(15) Use the information or content on our Site to send unwanted messages to any other user;

(16) Impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity;

(17) Post or otherwise make publicly available on the Site any personal or financial information of any third party;

(18) Solicit personal information from anyone under eighteen (18) years of age or solicit passwords or personally identifying information for commercial or unlawful purposes;

(19) Use the Site or our products and Services in any manner that could damage, disable, overburden or impair the Site;

(20) Post or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or

(21) Commit an act or omission that facilitates any of the above activities by another person.

VII. Your Content and Information Sharing

Some areas of the Site allow Users to post or provide content such as profile information, images, comments, questions, and other content or information (any such materials a User submits, posts, displays, or otherwise makes available on the Site is referred to as “User Content”).  Some areas of the Site also allow users to post or provide sensitive information, including, without limitation, financial information (“Sensitive User Information”).  We claim no ownership rights over User Content created by you.  The User Content you create remains yours, subject to the “User Content License Grant” below; however, by providing or sharing User Content through the Site, you agree to allow others to view, edit and/or share your User Content in accordance with your settings and this Terms of Use.  

We have the right (but not the obligation) in our sole discretion to remove any User Content that is shared via the Site.  Notwithstanding the foregoing, we will only share your Sensitive User Information in accordance with our Privacy Policy, subject to applicable law.

You agree not to post User Content that:

(i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal;

(ii) may create a risk of any other loss or damage to any person or property;

(iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;

(iv) may constitute or contribute to a crime or tort;

(v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, obscene, or otherwise objectionable;

(vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets);

(vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or

(viii) contains any information or content that you know is not correct and current.

You agree that any User Content that you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below) or rights of privacy.  We reserve the right, but we are not obligated, to reject and/or remove any User Content that we believe, in our sole discretion, violates any of these provisions.  You understand that publishing your User Content on the Site is not a substitute for registering it with the U.S. Copyright Office, the Writer’s Guild of America or any other rights organization.

For the purposes of this Terms of Use, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence that are posted on or provided in connection with the site or the Services, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

In connection with your User Content, you affirm, represent and warrant the following:

(1) You have the written consent of each and every identifiable natural person in the User Content, if any, to use such person’s name or likeness in the manner contemplated by the Site and this Terms of Use, and each such person has released you from any liability that may arise in relation to such use;

(2) You have obtained and are solely responsible for obtaining all consents as may be required by law to post any User Content relating to third parties;

(3) Your User Content and our use thereof as contemplated by this Terms of Use and the Site will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights;

(4) We may exercise the rights to your User Content granted under this Terms of Use without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise; and

(5) To the best of your knowledge, all your User Content, Sensitive User Information and other information that you provide to us is truthful and accurate.

We take no responsibility and assume no liability for any User Content that you or any other User or third party posts, sends, or otherwise makes available over the Site.  You shall be solely responsible for your User Content and the consequences of posting it, publishing it, sharing it or otherwise making it available on the Site and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content.  

You understand and agree that you may be exposed to User Content that is inaccurate, objectionable or otherwise unsuited to your purpose, and you agree that we shall not be liable for any damages you allege to incur because of or relating to any User Content.

VIII. Payment Functionality

In order to use the payment functionality of our application, you must open a “Dwolla Platform” account provided by Dwolla, Inc. and you must accept the Dwolla Terms of Service and Privacy Policy. Any funds held in or transferred through the Dwolla Account are held or transferred by Dwolla’s financial institution partners as described in the Dwolla Terms of Service.

You authorize us to collect and share with Dwolla your personal information including full name, date of birth, social security number, physical address, email address and financial information, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your Dwolla account through our application, and Dwolla account notifications will be sent by us, not Dwolla.

We will provide customer support for your Dwolla account activity, and can be reached at www.ecaplabs.com and/or contact@ecaplabs.com.

IX. User Content License Grant

By posting or otherwise making available any User Content on or through the Site, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to us a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Site and our (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels.

You also hereby grant each User of the Site a non-exclusive license to access your User Content through the Site, and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Site and under this Terms of Use.

X. Our Intellectual Property

For the purposes of these Terms of Use, “Our Intellectual Property” means all Intellectual Property Rights (as defined above in Section VI “Your Content and Information Sharing”) in and to all of the following as they relate to us or the Site.  You acknowledge and agree that the Site consists of Our Intellectual Property and other proprietary and confidential information that is the property of Efficient Capital Labs or the organization that licensed such materials to us (“Our Content”).  Our Intellectual Property and Our Content are protected by intellectual property and other applicable laws.  We are, and will continue to be, the sole owner of all Our Intellectual Property and Our Content.

These Terms of Use permit you to access and use the Site solely in a manner consistent with these Terms of Use and applicable law.  It does not convey to you any additional interests in or to any of the Site, Our Intellectual Property or Our Content.

You shall not create derivative works consisting any of Our Intellectual Property or Our Content on the Site.  You will not copy, distribute, display, frame, republish or transmit Our Intellectual Property or Our Content in any manner or in any form without our prior written consent.

You are not authorized to use any automated tools to access the Site or Our Content and you shall not use tools to scrape or otherwise capture Our Content on the Site.

We grant you a limited, revocable license to use and access the Site and to download Our Content solely for your use in connection with lawful activities you are conducting on the Site.

You agree to respect and not to remove or cancel from view any copyright, trademark, confidentiality, or other proprietary notice, mark, or legend appearing on or in the Site or output generated by the Site.

XI. Links

We are not responsible for the information practices employed by sites linked to or from our Site.  In most cases, links to other websites are provided solely as pointers to information on topics that may be useful to our Users.  Since third-party websites may have different privacy policies and/or security standards governing their sites, we advise you to review the privacy policies and the terms and conditions of these sites prior to providing any personal information.

XII. Important Warranty Disclaimers and Limitation of Liability

YOU AGREE THAT YOUR USE OF THE SITE AND SERVICES SHALL BE AT YOUR SOLE RISK.  TO THE FULLEST EXTENT PERMITTED BY LAW, EFFICIENT CAPITAL LABS, ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF.  WE MAKE NO WARRANTIES OR REPRESENTATIONS REGARDING THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE.  

IN NO EVENT SHALL EFFICIENT CAPTIAL LABS, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY

(I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT OR SERVICES,

(II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE,

(III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR OTHER INFORMATION STORED THEREIN,

(IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE,

(V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR

(VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE.

THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.  EFFICIENT CAPITAL LABS DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE 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.  AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

The Site is controlled and operated from facilities in the United States.  We make no representations that the Site is appropriate or available for use in other locations.  Those who access or use the Site from other jurisdictions do so of their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import laws and regulations.  In addition to the criteria in the “Eligibility” section above, you may not use the Site if you are an entity or foreign person embargoed, blocked or denied by the United States government.  Unless otherwise explicitly stated, all materials found on the Site are solely directed to individuals, companies, or other entities located in and resident of the United States.

XIII. Indemnification

You agree to indemnify, protect, hold harmless and defend Efficient Capital Labs, its affiliates, agents, employees, and representatives from any and all losses, claims, damages, demands, costs, liabilities, fees (including reasonable attorneys’ fees) of any kind caused by your actions or inactions, including any acts related to the following:

(i) your use or misuse of the Site;

(ii) disputes between persons or entities as to the ownership, use, or dissemination of data available on the Site;

(iii) your input or use of data or information available on the Site;

(iv) your use of output generated by or through the Site;

(v) your violation of any third-party right, including without limitation any right of privacy or Our Intellectual Property, any other party’s access and use of the Site with your unique username, password or other appropriate security code; or

(vi) your failure to comply with any term of these Terms of Use.  This defense and indemnification obligation will survive these Terms of Use and your use of the Site.

XIV. Discontinuation of the Site

In the event that we are required or choose to discontinue offering the Site, you acknowledge and agree that we have no obligation to you under any circumstances, including but not limited to, migration or assistance to you in migration of files or data from the Site.

XV. Force Majeure

Our performance under these Terms of Use is subject to interruption and delay due to causes beyond its reasonable control, such as acts of God, acts of any government, war or other hostility, civil disorder, terrorism, pandemic, the elements, fire, explosion, power failure, equipment failure, industrial or labor dispute, inability to obtain necessary supplies, and the like.

XVI. Remedies

If you violate these Terms of Use, we may terminate your access to the Site with or without notice.  The remedies stated in these Terms of Use are cumulative and are in addition to any other remedies available to us.

XVII. Governing Law, Arbitration, and Class Action/Jury Trial Waiver

Governing Law.  You agree that:

(i) the Site will be deemed solely based in the State of New York; and

(ii) the Site will be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than New York.  

This Terms of Use will be governed by the internal substantive laws of the State of New York, without respect to its conflict of laws principles.  You and We acknowledge that this Terms of Use evidences a transaction involving interstate commerce.  Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of this Terms of Use shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1–16, as amended).  The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.  

You agree to submit to the personal jurisdiction of the federal and state courts located in New York City, New York for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that New York City, New York is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.

Agreement to Arbitrate.  READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.  

For any dispute with us, you agree to first contact us at contact@ecaplabs.com and attempt to resolve the dispute with us informally.  In the unlikely event that we have not been able to resolve a dispute with you after sixty (60) days, we each agree to resolve any claim, dispute or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Terms of Use (whether in contract, tort or otherwise) past, present or future, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by Judicial Arbitration and Mediation Services (“JAMS”) or the American Arbitration Association (“AAA”), as selected by the party electing to use arbitration.  

Streamlined arbitration procedures will be used if available.  If selection by us of one  of these organizations is unacceptable to you, you have the right, within 30 days after you receive notice of our election, to select the other organization listed to serve as arbitration administrator.  If for any reason a selected organization cannot, will not or refuses to serve as an arbitration administrator, you or we may substitute another arbitrator or arbitration organization that uses a similar code of procedure and is mutually acceptable to both parties, in accordance with Section 5 of the Federal Arbitration Act.

Arbitration Procedure and Costs.  For a copy of relevant codes of procedure, to file a Claim or receive other information about JAMS and AAA, contact that organization.  JAMS may be contacted at 1920 Main Street, Suite 300, Irvine, CA 92614, info@jamsadr.com, http://www.jamsadr.com, or 1 800 352 5267.  AAA may be contacted at 1633 Broadway, 10th Floor, New York, NY 10019, websitemail@adr.org, http://www.adr.org, or 1 800 778 7879.  The arbitration will be conducted in New York City, New York, unless you and we agree otherwise.  

Each party will initially be responsible for its own attorneys’, experts’ and witness fees and related costs and expenses.  Unless prohibited by law, the arbitrator may, applying applicable law, award fees, costs and reasonable attorneys’ fees and expenses to the party who substantially prevails in the arbitration.  The allocation of fees and costs relating to an appeal in arbitration will be handled in the same manner.  For an explanation and schedule of the fees that may apply to an arbitration proceeding, please contact the organizations at the addresses above.  The appropriate fee schedule in effect from time to time is hereby incorporated by reference into this Arbitration Provision.  

The cost of arbitration may be higher or lower than the cost of bringing a Claim in court, depending upon the nature of the Claim and how the arbitration proceeds.  Having more than one Claim and holding a physical arbitration hearing can increase the cost of arbitration.  If either party fails to submit to arbitration following a proper demand to do so, that party will bear the costs and expenses, including reasonable attorneys’ fees, incurred by the party compelling arbitration.  

Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.  Nothing in this Section shall be deemed as preventing us from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights.

Class Action/Jury Trial Waiver.  WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SITE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING.  THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS.  YOU AGREE THAT, BY ENTERING INTO THIS TERMS OF USE, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

XVIII. General Provisions

Assignment.  This Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction.  Any attempted transfer or assignment in violation hereof shall be null and void.

Notification Procedures and Changes to the Terms of Service.  We may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by us in our sole discretion.  We reserve the right to determine the form and means of providing notifications to our Users.  We are not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us.  

We may, in our sole discretion, modify or update this Terms of Use from time to time, and so you should review this page periodically.  When we change the Terms of Use in a material manner, we will update the ‘last modified’ date at the top of this page.  Your continued use of the Site after any such change constitutes your acceptance of the new Terms of Use.  If you do not agree to any of these terms or any future Terms of Use, do not use or access (or continue to access) the Site.

Entire Agreement/Severability.  This Terms of Use, together with any amendments and any additional agreements you may enter into with us in connection with the Site, shall constitute the entire agreement between you and us concerning the Site.  If any provision of this Terms of Use is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Terms of Use, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.

Waiver.  Failure by us to enforce any provision of these Terms of Use will not constitute or be construed as a waiver of such provision or of the right to enforce such provision.

Headings.  The headings and captions contained in these Terms of Use are inserted for convenience only and do not constitute a part of these Terms of Use.

Contact.  Please contact us at contact@ecaplabs.com with any questions regarding this Terms of Use.

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