TERMS OF USE AGREEMENT

Last Revised: November 7, 2000

You are now entering the limited access, extranet portion (the "ElectriCities Extranet") of the web site of ElectriCities of North Carolina, Inc. ("ElectriCities"). Your access to, and use of, the ElectriCities Extranet means that you agree with the following Terms of Use Agreement (the "Agreement"). PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE ELECTRICITIES EXTRANET. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF USE SET FORTH IN THIS AGREEMENT, PLEASE DO NOT USE THE ELECTRICITIES EXTRANET. The ElectriCities Extranet is offered to you conditioned upon your acceptance without modification of the terms, conditions and notices contained herein. By accessing, browsing and/or using the ElectriCities Extranet, you acknowledge that you have read, understood and agreed to be bound by these terms, conditions and notices, and agreed to comply with all applicable laws and regulations. The material provided on the ElectriCities Extranet is protected by law, including, but not limited to, United States copyright law and international treaties. This site is controlled and operated by ElectriCities from its office in Raleigh, North Carolina. ElectriCities intends that the ElectriCities Extranet is to be made available and used only by its members, certain utility customers and others specifically authorized by ElectriCities. ElectriCities makes no representations that the materials in the ElectriCities Extranet are appropriate or available for use by others, and access to them from territories where their contents are illegal is prohibited. Any and all rights not expressly granted herein are reserved by ElectriCities.

A particular portion or portions of the ElectriCities Extranet may also be subject to additional terms outlined elsewhere in this Agreement. Your use of those areas constitutes your acceptance of those additional terms, conditions and notices. In the event that any of the terms, conditions and notices contained herein conflict with the additional terms or conditions for any portion of the ElectriCities Extranet, then the additional terms and conditions of the specific area shall govern and control.

You agree that you will not use the ElectriCities Extranet in whole or in part, for any purpose that is unlawful or prohibited by this Agreement or applicable law or, without ElectriCities’ express written permission, for any purpose other than the commercial sharing of data and information regarding electric utility services and equipment. You also agree that you will not use the ElectriCities Extranet in any manner which could damage, disable, overburden, or impair the ElectriCities Extranet or any network connected thereto or interfere with any other party’s use and enjoyment of the ElectriCities Extranet. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for you through the ElectriCities Extranet. You may not attempt to gain unauthorized access to any portion of the ElectriCities Extranet, other accounts, computer systems or networks connected to the ElectriCities Extranet.

ElectriCities may at any time, and from time to time, revise the provisions of this Agreement by updating this posting. By accessing, browsing and/or using the ElectriCities Extranet, you agree to be bound by any such revisions without prior notice and should therefore periodically visit and review these terms to determine the then current terms of use to which you are bound. You may not change these terms by any letter, electronic mail or otherwise.

Access to the ElectriCities Extranet is limited to those users approved by ElectriCities and appropriate member municipalities. Upon registration, you will be required to provide certain information prior to access to the ElectriCities Extranet and select a user name and password that you may change from time to time. You will be notified if your access and use of the ElectriCities Extranet is approved. In consideration of your use of the ElectriCities Extranet, you agree to complete the registration process by providing us with true, accurate, current and complete information about yourself and your business/organization as promptly as required by the ElectriCities registration forms and process, and maintain and promptly update the registration information to keep it true, accurate, current and complete.

You are entirely responsible for maintaining the confidentiality of your password, user ID and the content of the information you obtain from the ElectriCities Extranet. You are also solely responsible for any and all activities that occur in connection with the use of your account. You shall notify ElectriCities immediately of any unauthorized use of your account or other breach of this Agreement. ElectriCities will not be liable or responsible for any loss or damage you may incur as a result of someone else using your password, user ID or account, either with or without your knowledge or consent. On the other hand, you could be held liable for losses incurred by ElectriCities or another party due to someone else using your password, user ID or account information.

ElectriCities will use its good faith efforts to take commercially reasonable steps to maintain the security of the ElectriCities Extranet and the information and data contained thereon.

The material, information or ideas transmitted or posted on the ElectriCities Extranet by any means may be subject to applicable public records laws. Data and information contained on the ElectriCities Extranet will be handled consistent with ElectriCities’ privacy practices, subject always to applicable law.

ElectriCities requires each user of the ElectriCities Extranet to comply with certain privacy and security procedures. These are utilized in an effort to protect the privacy of the information provided on the ElectriCities Extranet and to limit access to data contained therein to only those ElectriCities deem appropriate.

The copyright in all material provided on the ElectriCities Extranet is held by ElectriCities or by the original creator of the material. Permission is granted to display, copy, distribute and download the materials on the ElectriCities Extranet for commercial use in the operation of a member’s electric utility operations or that of one of its customer’s business operations, provided that you do not modify the materials and that you retain all copyright and other proprietary notices contained in the materials. This permission terminates automatically if you breach any of the terms or conditions of this Agreement. Except as stated herein, none of the material may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording or otherwise, without the prior written permission of ElectriCities or the copyright owner. Any unauthorized use of any material contained on the ElectriCities Extranet may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.

All pages and contents of the ElectriCities Extranet are: © 2000 ElectriCities of North Carolina, Inc. All rights reserved.

All trademarks, logos and/or service marks displayed on the ElectriCities Extranet are the property of ElectriCities and nothing in this Agreement or contained on the ElectriCities Extranet should be construed as granting by implication or otherwise any license or right to use those logos or marks without the express written permission of ElectriCities. Any unauthorized use or misuse of these intellectual properties or the contents of the ElectriCities Extranet will be subject to all appropriate remedies. Any questions concerning the use of these trademarks or logos may be directed to ElectriCities at (919) 760-6000.

If you believe that any information or other material you own has been copied or in any other way constitutes copyright infringement, please provide ElectriCities’ Copyright Agent with all relevant information, including, without limitation, the following information: (1) signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of where the material that you claim is infringing is located on the site; (4) your address, telephone number and e-mail address; (5) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner authorized to act on the copyright owner’s behalf.

ElectriCities’ Copyright Agent for notices of claims of copyright infringement on its site is Don Gillett who can be reached as follows:

By mail: Don Gillett

Copyright Agent

c/o ElectriCities of North Carolina, Inc.

P. O. Box 29513

Raleigh, NC 27626-0513

By phone: (919) 760-6000

By e-mail: extranetsupport@electricities.com

ElectriCities has compiled information provided by its Operations Standards Team and its members for posting on the ElectriCities Extranet. ElectriCities does not warrant or guarantee the accuracy or completeness of any of the information accessible through the ElectriCities Extranet. This data and information is intended to be used for informational purposes and in the electric utility operations and usage of ElectriCities’ members or their customers. The Material Identification Report section is not an inventory management system and nothing herein is intended to imply, and no reliance should be placed upon, the availability of any items, or that they are the only manufacturers or products for use, or the manner or necessity of their use in the construction or operation of an electric utility system. ElectriCities also cannot guarantee or warrant that the ElectriCities Extranet or any files available for downloading will be free from defects, viruses or other harmful components or that the ElectriCities Extranet will be uninterrupted or timely. While we will use our good faith efforts to take commercially reasonable steps to insure that no viruses, or other destructive properties are present, the entire risk as to the quality, security, availability and performance of the ElectriCities Extranet and the accuracy and completeness of any data or information is with the viewer or user of the ElectriCities Extranet.

The information, data, services and products included in or available through the ElectriCities Extranet may include inaccuracies, conflicts or errors. Changes are periodically made to the ElectriCities Extranet and to the information and content thereof. ElectriCities and/or its representatives may make improvements and/or changes to the site and services at any time. INFORMATION OR DATA OBTAINED FROM THE ELECTRICITIES EXTRANET SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL, ENGINEERING, INVENTORY OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.

THE ELECTRICITIES EXTRANET IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. ELECTRICITIES MAKES NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, OR WARRANTIES REGARDING THE QUALITY, ACCURACY, AVAILABILITY, SUITABILITY, RELIABILITY, SECURITY, USEFULNESS, LACK OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR COMPLETENESS OF THE CONTENT OR ANY OTHER SERVICE OR PRODUCT ON OR RELATED TO THE ELECTRICITIES EXTRANET, INCLUDING, WITHOUT LIMITATION, ANY LINK TO ANOTHER WEB SITE OR RESOURCE, OR WARRANTIES WITH RESPECT TO THE USE OR AVAILABILITY OF ANY INFORMATION, DATA, ITEM, APPARATUS, METHOD OR PROCESS INCLUDED OR DISCUSSED ON THE ELECTRICITIES EXTRANET OR THAT SUCH WILL MEET YOUR REQUIREMENTS, BE ERROR FREE OR NOT INFRINGE ON THE PRIVACY RIGHTS OF OTHERS, THAT THE SYSTEM IS ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED.

YOU SPECIFICALLY AGREE THAT ELECTRICITIES WILL NOT BE RESPONSIBLE FOR THE UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSION OR USE OF YOUR ACCOUNT. YOU SPECIFICALLY AGREE THAT ELECTRICITIES IS NOT RESPONSIBLE OR LIABLE FOR ANY THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE OR ILLEGAL CONTENT OR CONDUCT OF ANY OTHER PARTY OR ANY INFRINGEMENT OF ANY OTHER’S RIGHTS INCLUDING, WITHOUT LIMITATION, INTELLECTUAL PROPERTY RIGHTS.

IN NO EVENT WILL ELECTRICITIES ASSUME OR BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, INDIRECT, SPECIAL, EXEMPLARY OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, INCREASE IN BUSINESS EXPENSES, BUSINESS INTERRUPTION, LOSS OF OR RELATED TO PROGRAMS, GOODWILL, DATA OR INFORMATION AND THE LIKE, RESULTING FROM OR ARISING OUT OF (1) THE USE OR THE INABILITY TO USE THE ELECTRICITIES EXTRANET, THE SECURITY OF ELECTRICITIES EXTRANET, OR ANY INFORMATION, DATA, SERVICES OR PRODUCTS PROVIDED ON OR THROUGH THE ELECTRICITIES EXTRANET, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF ELECTRICITIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (2) ERRORS, OMISSIONS, OR OTHER INACCURACIES RELATED TO THE SERVICE, PRODUCTS OR THE INFORMATION, DATA OR CONTENT ACCESSIBLE IN OR THROUGH THE ELECTRICITIES EXTRANET. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE ELECTRICITIES EXTRANET, OR WITH ANY OF THESE TERMS OF USE, YOU SHOULD DISCONTINUE USING THE ELECTRICITIES EXTRANET. ANY LIABILITY OF ELECTRICITIES BASED ON, OR RELATED TO, YOUR USE OF ELECTRICITIES EXTRANET OR THE INFORMATION OR DATA PROVIDED THEREBY OR PRODUCTS DESCRIBED THEREIN, SHALL BE LIMITED TO THE AMOUNT PAID BY YOU, IF ANY, FOR USE OF THE SITE DURING THE ONE-YEAR PERIOD IMMEDIATELY PRECEDING THE ALLEGED DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIABILITIES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU. IN THOSE JURISDICTIONS ELECTRICITIES’ LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

You agree to indemnify, defend and hold harmless, ElectriCities from and against any and all liability, loss, claims, clean-up costs and other pollution related items, damages, costs, actions, and expenses, including attorneys’ fees, based upon or arising directly or indirectly out of any (i) breach by you of your obligations under this Agreement or (ii) your use of the ElectriCities Extranet or the content thereof. ElectriCities reserves the right to defend any such claim, and you agree to provide it with such reasonable cooperation and information as ElectriCities may request. Reference to ElectriCities in the sections of this Agreement entitled "Disclaimer", "Limitation of Liability" and "Indemnification" shall include ElectriCities and North Carolina Municipal Power Agency Number 1, North Carolina Eastern Municipal Power Agency, and their respective officers, directors, members, commissioners, alternate commissioners, employees, agents and representatives, other than you, as the user.

This Agreement will be governed, construed and interpreted under the laws of the State of North Carolina, without regard to its conflicts of laws provisions. Any action brought in connection with this Agreement shall be filed within one (1) year of the date of the alleged injury, regardless of any statute of limitations and filed in the state or federal courts of the State of North Carolina and you hereby consent to the jurisdiction of those courts. You hereby agree to the exclusive jurisdiction and venue of the courts sitting in North Carolina and agree that all disputes arising out of or relating to the use of the ElectriCities Extranet shall be resolved in those courts.

Any questions or comments about the ElectriCities Extranet may be sent to extranetsupport@electricities.com. Technical questions regarding your software, your configuration or your connection should be directed to your internet access provider or computer consultant. ElectriCities cannot address questions about the content, or services or equipment provided by others, but we welcome your comments, suggestions and questions regarding the ElectriCities Extranet.

The ElectriCities Extranet may contain links to third party web sites ("other sites"). The other sites are operated independent of ElectriCities, are not under the control of ElectriCities and ElectriCities is not responsible for the contents of any other site, including, without limitation, any additional link contained in any other sites, or any charges or updates to other sites. If ElectriCities provides any such link to other sites, those links would be for your convenience only and the inclusion of any links would not imply endorsement by ElectriCities of the other site, or any association with its operators, or the contents of such site. You are responsible for viewing and abiding by the privacy statements and terms of use posted at any other sites. In addition, a link to a non-ElectriCities site does not mean that ElectriCities endorses or accepts any responsibility for the content, or the use, of such other site. It is up to you to take precautions to insure that whatever you select for your use is free of such items as viruses and other items of a destructive nature. You shall not create links from any web site or web page to any page within the ElectriCities Extranet.

ElectriCities reserves the right, in its sole discretion, to terminate or suspend your access to any and all of the ElectriCities Extranet and the related services or any portion thereof at any time, without notice. You may cancel your registration by notifying extranetsupport@electricities.com. Cancellation will take effect no later than five (5) business days after we receive your notification.

ElectriCities uses "cookies" in the ElectriCities Extranet to allow higher levels of functionality than would be available without them. If you have told your browser to accept cookies, then it adds the text in a small file. Due to the technology utilized to build the ElectriCities Extranet, electricities.org cannot operate without cookies and you will be unable to use this site. Please be sure your browser’s security options are set to allow you to accept cookies.

You agree that no joint venture, partnership, employment or agency relationships exist between you and ElectriCities as a result of this Agreement or use of the ElectriCities Extranet. ElectriCities’ performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of ElectriCities’ right to comply with governmental, legal, court and law enforcement requests or requirements relating to your use of the ElectriCities Extranet, the information contained therein, or information provided to or gathered by ElectriCities with respect to such use. If any provision, or portion thereof, of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, such shall not affect the balance of the Agreement which shall continue in full force and effect. Unless otherwise specified herein, this Agreement constitutes the entire agreement between you, as the user, and ElectriCities with respect to the ElectriCities Extranet and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and ElectriCities with respect to the ElectriCities Extranet. The section headings or titles are for convenience only and have no legal or contractual effect. Your use of ElectriCities Extranet is a privilege and not a license or other right which extends past the expiration or termination of this Agreement. You may not assign this Agreement.

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Copyright ©2000 ElectriCities of North Carolina, Inc. All rights reserved.