TERMS OF SERVICE
These Terms of Service (the “Agreement”) governs your use and access to websites, software, services, and applications provided by New Equity Productions, Inc., a California corporation and its affiliates, also known as NEP. This is a legal agreement between you and NEP and incorporates the Privacy Policy located at https://www.nepservices.com/legal/privacy-policy. By using the Service (as defined below), you are accepting to be bound to this Agreement.
Before accessing, registering, and otherwise using the Service, please review this Agreement. The Agreement may affect your rights and obligations when you use the Service.
If you do not want this Agreement to apply, you may choose not to use the Service. You must immediately lease the websites, software, services, and applications and not return if you choose not to use the Service. Otherwise, by accessing and using the websites, software, services, and application, you are agreement to be bound to this Agreement.
1. Definitions
(a) “Administrator” shall mean a Subscriber (as defined in Section 1(i)) with authority to designate additional Authorized Users and/or Administrators, and commit the Subscriber to additional services from NEP.
(b) “Agreement” shall mean these Terms of Service and Use and incorporates by reference the Privacy Policy located at https://www.nepservices.com/legal/privacy-policy.
(c) “Authorized User” shall mean an individual subscriber or the partners, members, employees, temporary employees, and independent contractors of an organization with a subscription to the Service who have been added to the account as users.
(d) “Confidential Information” shall mean the Content (as defined in Section 1(e)) and any information, technical data, or know-how considered proprietary or confidential by either party to this Agreement including, but not limited to, either party’s research, services, inventions, processes, specifications, designs, drawings, diagrams, concepts, marketing, techniques, documentation, source code, customer information, personally identifiable information, pricing information, procedures, menu concepts, business and marketing plans or strategies, financial information, and business opportunities disclosed by either party before or after the Effective Date of this Agreement, either directly or indirectly in any form whatsoever, including in writing, orally, machine-readable form or through access to either party’s premises.
(e) “Content” shall mean any information you upload or post to the Service and any information provided by you to NEP in connection with the Service, including, without limitation, information about your Authorized Users or Registered End-Users, as defined in Section 1(g).
(f) “Primary Subscriber” shall mean the Subscriber who initiated the Services offered by NEP and is assumed by NEP to have the sole authority to administer the subscription.
(g) “Registered End-User” means an individual who has been invited to use the user-facing features of the Service in a limited capacity as an agent of an Authorized User.
(h) “Service” shall mean any software or services provided by NEP, including but not limited to the ConnectPlus+ application, ConnectPlus+ Mobile apps, First Responder Processing, website services, and fundraising services.
(i) “Subscriber” shall refer to the purchaser of the Services provided by NEP and shall also include any present or former agent, representative, independent contractor, employee, servant, attorney and any entity or person who had authority to act on your behalf.
(j) “Security Emergency” shall mean a violation by Subscriber of this Agreement that (a) could disrupt (i) NEP’s provision of the Service; (ii) the business of other subscribers to the Service; or (iii) the network or servers used to provide the Service; or (b) provides unauthorized third party access to the Service.
(k) “User” shall mean any person who accesses the Service, and is inclusive of Subscribers, Authorized Users, and Registered End-Users.
2. Limited License & Use of the Service
2.1 Subscriber is granted a non-exclusive, non-sublicensable, non-transferable, limited license to access and use the Service.
2.2 NEP does not review or pre-screen the Content and NEP claims no intellectual property rights with respect to the Content.
2.3 Authorized Users agree not to reproduce, duplicate, copy, sell, resell or exploit access to the Service, use of the Service, or any portion of the Service, including, but not limited to the HTML, or any visual design elements without the express written permission from NEP.
2.4 Authorized Users agree not to modify, reverse engineer, adapt or otherwise tamper with the Service or modify another website so as to falsely imply that it is associated with the Service, NEP, or any other software or service provided by NEP.
2.5 Authorized Users agree that they will not knowingly use the Service in any manner which may infringe copyright or intellectual property rights or in any manner which is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or in violation of the terms of this Agreement.
2.6 Authorized Users agree that they will not knowingly use the Service to upload, post, host, or transmit unsolicited bulk email “Spam”, short message service “SMS” messages, viruses, self-replicating computer programs “Worms” or any code of a destructive or malicious nature.
2.7 Except for the non-exclusive license granted pursuant to this Agreement, Subscriber acknowledges and agrees that all ownership, license, intellectual property and other rights and interests in and to the Service shall remain solely with NEP.
2.8 Authorized Users who configure the Service to share or make available certain Content to the public, are deemed to acknowledge and agree that everyone will have access to the Content (“Public Content”). It is the responsibility of the Authorized User to determine if the Service being shared is appropriate for each Registered End-User. NEP reserves the right, at any time, in its sole discretion, to take any action deemed necessary with respect to Public Content that violates the terms of this Agreement, including, but not limited to, removal of such Public Content.
2.9 Authorized Users acknowledge the risk that information and the Content stored and transmitted electronically through the Service may be intercepted by third parties. Subscriber agrees to accept that risk and will not hold NEP liable for any loss, damage, or injury resulting from the interception of information.
2.10 NEP reserves the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, any feature associated with the Service, with or without notice, except that NEP shall provide Subscriber with 30-days notice of any modification that materially reduces the functionality of the Service. Continued use of the Service following any modification constitutes Subscriber’s acceptance of the modification.
2.11 NEP reserves the right to temporarily suspend access to the Service for operational purposes, including, but not limited to, maintenance, repairs or installation of upgrades, and will endeavor to provide no less than two business days notice prior to any such suspension. Such notice shall be provided to you in advance through by way of notification within the Service, email or other notification method deemed appropriate by NEP. Further, NEP shall endeavor to confine planned operational suspensions with a best effort to minimize disruption to the Subscriber, but reserves the ability to temporarily suspend operations without notice at any time to complete necessary repairs. In the event of a temporary suspension, NEP will use the same notification methods listed in this section to provide updates as to the nature and duration of any temporary suspension.
2.12 Subscriber grants to NEP a non-exclusive, royalty-free right during Subscriber’s use of the Service, to use the Confidential Information for the sole purpose of performing NEP’s obligations under the Agreement in accordance with the terms of the Agreement. Such rights shall include permission for NEP to generate and publish aggregate, anonymized reports on system usage and Content trends and type, provided they do not conflict with Section 4.1.
3. Access to the Service
3.1 Subscriber is only permitted to access and use the Service if he/she is an Authorized User or a Registered End-User. Authorized Users are required to provide their full legal name, a valid email address, and any other information reasonably requested by the Service.
3.2 Each Authorized User will be provided with a unique identifier to access and use the Service (“Username”). The Username shall only be used by the Authorized User to whom it is assigned, and shall not be shared with, or used by any other person, including other Authorized Users.
3.3 The initial Administrator shall be the Primary Subscriber with authority to administer the subscription and designate additional Authorized Users and/or Administrators. Each subscription may designate multiple Authorized Users as Administrator. Any Administrator shall be deemed to have the authority to manage the subscription and any Authorized Users. The Administrator will deactivate an active Username if the Administrator wishes to terminate access to the Service for any Authorized User.
3.4 Administrators are responsible for all use of the Service by Authorized Users on the list of active Authorized Users associated with their subscription to the Service.
3.5 As between NEP and the Subscriber, any Content uploaded or posted to the Service remains the property of the Subscriber. Upon Cancellation or Termination of Service as discussed in Section 10 below, NEP shall only be responsible for the return of Content directly to the Administrator or a designated Authorized User in the event that the Administrator is unable to be reached.
3.6 All access to and use of the Service via mechanical, programmatic, robotic, scripted or any other automated means not provided as part of the Service is strictly prohibited.
3.7 Authorized Users are permitted to access and use the Service using an Application Program Interface (“API”) subject to the following conditions:
(a) any use of the Service using an API, including use of an API through a third-party product that accesses and uses the Service, is governed by these Terms of Service;
(b) NEP shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if NEP has been advised of the possibility of such damages), resulting from any use of an API or third-party products that access and use the Service via an API;
(c) Excessive use of the Service using an API may result in temporary or permanent suspension of access to the Service via an API. NEP, in its sole discretion, will determine excessive use of the Service via an API, and will make a reasonable attempt to warn the Authorized User prior to suspension; and
(d) NEP reserves the right at any time to modify or discontinue, temporarily or permanently, access and use of the Service via an API, with or without notice.
4. Confidentiality
4.1 Each party agrees to treat all Confidential Information as confidential and not to use or disclose such Confidential Information except as necessary to perform its obligations under this Agreement.
4.2 NEP shall hold Content in strict confidence and shall not use or disclose Content except (a) as required to perform their obligations under this Agreement; (b) in compliance with Section 7 of this Agreement, or (c) as otherwise authorized by you in writing.
5. Additional Features
5.1 Within the Service, NEP offers a feature that utilizes artificial intelligence and machine learning (“AI”). You acknowledge that any output generated by AI is not reviewed for accuracy or completeness by NEP and may be incomplete or inaccurate. You agree: (a) to only use the AI features with human oversight, including with respect to any output; (b) that you are responsible for conducting any required review of such output, including reviewing such output for accuracy, appropriateness for a particular use, to ensure your compliance with legal and regulatory compliance; and (c) that any use of the output is at your own risk. NEP may de-identify and aggregate the prompts you submit to and output your receive in order to improve and ensure the quality of the Service. Your use of the service does not grant NEP the right to use any of your Confidential Information for the purpose of training generalized large language models or other similar generative AI products.
5.2 Within the Service, NEP offers a feature that enables SMS text messaging. To use this feature, the user must have a text messaging enabled mobile device with a text messaging plan. Not all mobile devices may be supported and text messaging may not be available in all areas. NEP is not liable for delayed or undelivered messages. Users can elect to cancel SMS by notifying Subscriber or accessing User’s profile.
5.3 Within the Service, NEP offers a feature that enables users to Chat with other users. By using this feature, the user agrees to not use Chat for sending unsolicited and unwanted messages, mass solicitations, or automated messages. In addition, the user agrees to not use Chat for phishing, including asking for or collecting sensitive data; to trick, mislead, or deceive other users into sharing information under false pretenses, or impersonating another person or misrepresenting yourself or the source of a Chat message. NEP reserves the right to suspend or terminate any user’s access to the Chat functions at any time in its sole discretion.
5.4 Within the Service, NEP offers a marketplace with offers from third parties. Each user interacts with any third party offer at its own risk. NEP does not endorse or have control over the content, products, or services promoted. NEP is not responsible for the accuracy, legality, or safety of third party offers, or any issues that may arise by interacting with them.
6. Security and Access
6.1 NEP is responsible for providing a secure method of authentication for accessing its Service.
6.2 Subscriber will be responsible for protecting the security of its access to the Service, and for the accuracy and adequacy of personal information provided to the Service.
6.3 Subscriber will implement policies and procedures to prevent unauthorized use of the Service, and will promptly notify NEP upon suspicion that an unauthorized access has occurred.
6.4 At all times, NEP, and any third party vendors and hosting partners it utilizes to provide the Service, will:
(a) use information security best practices for transmitting and storing your Content, adhering to industry standards;
(b) employ information security best practices with respect to network security techniques, including, but not limited to, firewalls, intrusion detection, and authentication protocols, vulnerability and patch management;
(c) ensure its host facilities maintain industry standards for security and privacy.
6.5 NEP shall report to Subscriber, with all relevant details (except those which could prejudice the security of data uploaded by other customers), any event that NEP reasonably believes represents unauthorized access to, disclosure of, use of, or damage to Content (a “Security Breach”). NEP shall make such report within 72 hours after learning of the Security Breach.
6.6 In the event of a Security Breach, NEP shall (a) cooperate with Subscriber to identify the cause of the breach and to identify any affected Content; (b) assist and cooperate with Subscriber in investigating and preventing the recurrence of the Security Breach; (c) assist and cooperate with Subscriber in any litigation or investigation against third parties that Subscriber undertake to protect the security and integrity of Content; and (d) use commercially reasonable endeavors to mitigate any harmful effect of the Security Breach. BY ACCEPTING THIS AGREEMENT, YOU WAIVE AND HOLD NEP HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY NEP DURING OR AS A RESULT OF NEP’S INVESTIGATION AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS EITHER BY NEP OR LAW ENFORCEMENT.
7. Legal Responsibilities
7.1 NEP maintains that its primary duty is to protect the Content to the extent the law allows. NEP reserves the right to provide the Confidential Information to third parties as required and permitted by law (such as in response to a subpoena or court order), and to cooperate with law enforcement authorities in the investigation of any criminal or civil matter. If NEP is required by law to make any disclosure of the Confidential Information that is prohibited or otherwise constrained by this Agreement, then NEP will provide Subscriber with prompt written notice (to the extent permitted by law) prior to such disclosure so that the Subscriber may seek a protective order or other appropriate relief. Subject to the foregoing sentence, NEP may furnish that portion (and only that portion) of the Confidential Information that it is legally compelled or otherwise legally required to disclose.
7.2 NEP will only accept legal requests for production of Content or other Confidential Information through its agent for service of process.
8. Payment, Refunds, and Subscription Changes
8.1 Subscribers with paid subscriptions will provide NEP with a valid credit card for payment of the applicable subscription fees. All subscription fees are exclusive of all federal, state, provincial, municipal, or other taxes which Subscribers agree to pay based on where the Subscriber is located. Invoices will include (i) subscription fees and (ii) all applicable sales taxes, as amended from time to time, for the jurisdiction in which the Subscriber is located. In the event of updated tax rates, NEP will apply the new tax rate without notice to the Subscriber. In addition to any fees by NEP, the Subscriber may still incur charges incidental to using the Services, for example, charges for Internet access, data roaming, and other data transmission charges.
8.2 Subscribers with subscriptions will be charged in advance of each month. All charges, including setup fees and other professional services charges, are final and non-refundable for subscriptions charged in advance, unless otherwise agreed in writing by NEP in its sole discretion.
Subscribers who purchased setup or professional services, like training, customization, or migration services, must initiate those services within sixty (60) days (“Service Window”) following their purchase. Absent a separate invoice, the date of purchase for setup or professional services will be deemed to be the initial date of entry of a valid credit card for payment as required in §8.1. Failure of the Subscriber to initiate purchased setup or professional services within Service Window will result in those services no longer being available and no refund will be issued.
8.3 No refunds or credits will be issued for partial periods of service, upgrade/downgrade refunds, or refunds for periods unused with an active subscription.
8.4 The amount charged on the next billing cycle will be automatically updated to reflect any changes to the subscription. Subscriber authorizes NEP to apply updated charge amounts. Subscription changes, including downgrades, may result in loss of access to Content, features, or an increase or reduction in the amount of available capacity for Content provided by the Service.
8.5 All prices are subject to change upon notice, with prices not to exceed an increase of 7% each year. Such notice may be provided by an e-mail message to the Administrator, or in the form of an announcement on the Service.
8.6 Subscriber is responsible for paying all taxes associated with the subscription to the Service. If NEP has the legal obligation to pay or collect taxes for which Subscriber is responsible under this section, the appropriate amount shall be charged to and paid by Subscriber, unless Subscriber provides NEP with a valid tax exemption certificate authorized by the appropriate taxing authority.
8.7 Any and all payments by or on account of the compensation payable under this Agreement shall be made free and clear of and without deduction or withholding for any taxes. If the Subscriber is required to deduct or withhold any taxes from such payments, then the sum payable shall be increased as necessary so that, after making all required deductions or withholdings, NEP receives an amount equal to the sum it would have received had no such deduction or withholding been made
9. Term, Cancellation, and Termination
9.1 Subscribers with a paid subscription shall be subject to the Term as defined in the initial Term Sheet. If a Term is not defined, the Initial Term shall be thirty-six (36) months from the Effective Date. After the expiration of the Initial Term, it shall automatically renew for a Renewal Term of the same duration.
9.2 Administrators are solely responsible for terminating subscriptions. An Administrator may cancel their subscription by providing ninety (90) days written notice to NEP by certified U.S. mail prior to the end of the Initial Term or any Renewal Term (the “Termination Notice Period”). In the event a Subscriber elects to terminate, NEP shall have the right to attend a meeting with Subscriber’s board of directors (or other governing body) to address such termination, with such meeting at the first available board meeting (or its equivalent) after notice of termination is provided, and prior to the termination taking effect. Terminations shall not be accepted by any other means.
9.3 If a termination is accepted by NEP, in its sole discretion, outside of the Termination Notice Period, Subscriber shall pay the subscription for the remaining months of its Initial Term or Renewal Term, whichever is applicable.
9.4 NEP in its sole discretion has the right to suspend or discontinue providing the Service to any Subscriber without notice for actions that are (a) in material violation of this Agreement and (b) create a Security Emergency.
9.4 If (i) Authorized Users use the Service to materially violate this Agreement in a way that does not create a Security Emergency; (ii) NEP provides Subscriber with commercially reasonable notice of this violation; (iii) NEP uses commercially reasonable efforts to discuss and resolve the violation with Subscriber; and (iv) despite the foregoing, the violation is not resolved to NEP’s reasonable satisfaction within thirty (30) days of such notice, then NEP reserves the right to suspend access to the Service.
9.5 Upon cancellation or termination of a subscription, Content is made available to the Administrator or a designated Authorized User. Following a period of no less than ninety (90) days from the cancellation or termination of a subscription, all Content associated with such subscription will be irrevocably deleted from the Service.
10. Limitation of Liability
10.1 Except in the case of a violation by NEP of its obligations under Section 4 above (“Confidentiality”), Section 5 above (“Security and Access”), NEP shall not be liable for and Subscriber waives the right to claim any loss, injury, claim, liability or damage of any kind resulting in any way from the Services provided to Subscriber by NEP.
10.2 NEP DISCLAIMS ALL LIABILITY, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND DOES NOT ACCEPT ANY LIABILITY FOR ANY LOSS OR DAMAGE (DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR OTHERWISE) RESULTING FROM ANY USE OF, OR INABILITY TO USE, THE SERVICE, OR THE MATERIAL, INFORMATION, SOFTWARE, FACILITIES, OR OTHER CONTENT ON THE SERVICE OF ANY OTHER SITE, APP, OR SERVICE, REGARDLESS OF THE BASED UPON WHICH LIABILITY IS CLAIMED AND EVEN IF NEP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. WITHOUT LIMITATION, NEP ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION IN THE EVENT OF ANY SUCH LOSS OR DAMAGE ARISING THEREIN. IN NO EVENT SHALL NEP’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF TWENTY DOLLARS ($20.00). IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
California Residents. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
10.3 Subscriber will solely be responsible for any damage and/or loss of Content contained in Subscriber’s technology which occurs as a result of Subscriber’s electronic equipment and/or Subscriber’s computer system.
11. Disclaimer of Warranties
11.1 YOUR USE OF THIS SERVICE IS AT YOUR OWN RISK. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY NEP SHALL CREATE A WARRANTY. THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS WITH RESPECT TO ANY SERVICES PROVIDED BY NEP. NEP DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED ON OR THROUGH THIS SERVICE WILL BE AVAILABLE, UNINTERRUPTED, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE OR THE SERVERS THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSSES OR OTHER HARMFUL COMPONENTS. NEP DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICE, OR OTHER CONTENT ON THE SERVICE OR ANY WEBSITE LINKED TO THE SERVICE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NEP MAKES NO WARRANTIES THAT YOUR USE OF THE SERVICE WILL NOT INFRINGE ON THE RIGHTS OF OTHERS AS NEP ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSION IN SUCH MATERIALS, INFORMATION, SOFTWARE, FACILITIES, SERVICE, OR OTHER CONTENT OF THE SERVICE OR ANY OTHER WEBSITE. IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE IMPLIED WARRANTIES TO APPLY TO YOU, THE ABOVE EXCLUSIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.
11.2 NEP makes no warranty that its services when provided to Subscriber in digital or electronic format will be compatible with Subscriber computer and/or other equipment, or that these Services will be secure or error free. Nor does NEP make any warranty as to any results that may be obtained from the use of the Service. Nothing in this Section 10.2 shall modify NEP’s obligations under Section 4 above (“Confidentiality”) or Section 5 above (“Security and Access”).
11.3 NEP hereby disclaims all warranties of any kind related to Subscriber’s hardware or software beyond the warranties provided by the manufacturer of Subscriber’s hardware or software.
11.4 If a user has a dispute with one or more users, you release NEP from claims, demands, liabilities, costs, or expenses and damages (actual and consequential or every kind and nature, known and unknown, arising out of or in any way connected with such disputes). By using the Service, you expressly waive any protections (whether statutory or otherwise) to the extent permitted by applicable law that would other limit the coverage of this release to includes only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
12. Indemnification
12.1 Subscriber hereby agrees to indemnify and hold harmless NEP from and against any claim, action, proceeding, loss, liability, judgment, obligation, penalty, damage, cost or expense, including attorneys’ fees, which arise from or relate to the following: (a) Authorized Users’ breach of any obligation stated in this Agreement, (b) Authorized Users’ negligent acts or omissions, or (c) Subscriber’s breach of this Agreement.
12.2 NEP will provide prompt notice to Subscriber of any indemnifiable event or loss. Subscriber will undertake, at Subscriber’s own cost, the defense of any claim, suit or proceeding with counsel reasonably acceptable to NEP. NEP reserves the right to participate in the defense of the claim, suit, or proceeding, at NEP’s expense, with counsel of NEP’s choosing.
13. Third Party Providers & Services
13.1 NEP offers products through third party vendors and providers which are governed by terms and services related to those third-party providers, such as payment processors, web services, and internet providers to provide the necessary hardware and software to provide the Service. When a Subscriber, Authorized User, or Registered End-User provides payment information, they represent and warrant that the information is accurate, they are authorized to use the payment method provided, and that they will notify NEP of changes to the payment information. NEP reserves the right to utilize third party credit card updating services to obtain current expiration dates on credit cards.
13.2 NEP uses third party payment processors and APIs, and in conjunction, the user’s third party payment account to process credit and debit card transactions, which are governed by the terms of service of the third party payment processors. NEP shall not be liable for any payments and monetary transaction that occur through the use of the Service. All payments and monetary transactions are handled by third party payment processors. NEP shall not be liable for any issues regarding financial and monetary transactions between Subscriber, Authorized User, or Registered End-User, and any other party. All users are responsible for all transactions (one-time, recurring, and refunds) processed through the Services and/or the third party payment processors. NEP is not liable for loss or damage from errant or invalid transactions processed with your third party payment processors account. This includes transactions that were not processed due to a network communication error, or any other reason. If you process a transaction, it is your responsibility to verify that the transaction was successfully processed.
You understand that NEP uses third party payment processors’ API to run the Services and that the API is subject to change at any time and such changes may adversely affect the Services. You agreed not to hold NEP liable to any adverse effects that actions (whether intentional or unintentional) on the part of the third party payment processor may cause to your third party payment processor account, your NEP account, or if applicable, your business. You must not process stolen credit cards, or unauthorized credit cards through your NEP account.
13.3 The Service may also allow you to access or use or integrate with third party providers of products and services (“Third Party Services”). Such Third Party Services are not “Services” under this Agreement and are not subject to any terms related to Services, including related warranties, indemnities, service commitments or other obligations. The availability of any Third Party Services through the Service does not imply NEP’s endorsement of or affiliation with the provider. Access to and use of any Third Party Services are subject to the separate terms and conditions required by the providers of the Third Party Services. NEP does not control the Third Party Services and will have no liability to any user in connection with any Third Party Service. NEP has no obligation to monitor or maintain any Third Party Service and may replace, disable or restrict access to any Third Party Service or cancel related integrations at any time, without notice. BY USING OR ENABLING ANY THIRD PARTY SERVICE, SUBSCRIBER EXPRESSLY ACKNOWLEDGES THAT ANY LIABILITY AND REMEDIES RELATED TO A THIRD PARTY SERVICE IS WHOLLY GOVERNED BY THE APPLICABLE THIRD PARTY AGREEMENT AND NEP DISCLAIMS ALL LIABILITY RELATED TO SUCH THIRD PARTY SERVICE.
14. Miscellaneous
14.1 Technical support and training are available to Authorized Users with active subscriptions, and is available as provided in a Term Sheet to Subscriber.
14.2 The failure of either party to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.
14.3 This Agreement constitutes the entire agreement between any user and NEP and governs the use of the Service, superseding any prior agreements (including, but not limited to, any prior versions of this agreement).
14.4 NEP reserves the right to amend this Agreement. In the event of material changes to the Agreement, NEP will notify Subscribers, by email, or by other reasonable means of these changes prior to their enactment. Continued use of the Service by the Subscriber after reasonable notice will be considered acceptance of any new terms.
14.5 No party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, NEP may assign this Agreement in its entirety without consent of any other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets provided the assignee has agreed to be bound by all of the terms of this Agreement. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this Section shall be void and of no effect.
14.6 This Agreement and your relationship with NEP shall be governed exclusively by, and will be enforced, construed, and interpreted exclusively in accordance with, the laws applicable in the County of Orange, State of California, without regard to its conflict of law provisions. All disputes under this Agreement will be resolved by the courts in the County of Orange, State of California, and all users consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and legal fees.
Last Updated 07/17/2025
If there are any questions regarding these Terms, you may contact us using the information below.
New Equity Productions
PO Box 11899, Newport Beach, CA 92658
(949) 270-6525 or (888) 367-1637