Terms of Service

These Terms of Service ("Terms") govern your access to and use of the Economic Development Committee customer portal (the "Portal"), including all account registration, document submission, review, Letter of Intent ("LOI") processing, and communications features made available through it (collectively, the "Services").

By creating an account, accessing, or using the Portal, you agree to be bound by these Terms on behalf of the business entity you represent. If you do not agree to these Terms, you must not access or use the Portal.

The Portal is available exclusively to business entities applying for or participating in the EDC Bond Program. Individual, personal, or consumer accounts are not permitted.

Each business account must designate one Primary Account Holder, who is authorized to bind the business with respect to submissions made through the Portal, and may designate up to three additional Points of Contact.

You represent and warrant that you have the authority to act on behalf of the business entity you register, and that all information you submit is accurate, current, and complete.

You are responsible for maintaining the confidentiality of your login credentials and multi-factor authentication ("MFA") methods, and for all activity that occurs under your account.

The Economic Development Committee ("EDC," "we," "us," or "our") requires authenticator-app-based MFA for all accounts. You are responsible for safeguarding your recovery codes; EDC cannot recover access on your behalf without them and may require additional identity verification before restoring account access.

You must notify EDC promptly of any known or suspected unauthorized use of your account.

You are solely responsible for the accuracy, completeness, and legality of all documents, forms, and information submitted through the Portal, including but not limited to business formation documents, financial statements, and the EDC Bond Program LOI Information Form.

Submission of documents or a review request does not guarantee review, approval, issuance of a Letter of Intent, issuance of an Engagement Letter, or ultimate bond funding. All determinations regarding eligibility, approval, issuance of any LOI or Engagement Letter, financing terms, and bond funding are made by the Bond Program and/or its Bond Team in their sole discretion.

EDC reserves the right to request additional documentation, reject submissions, or terminate the intake and compilation process at any time and for any reason, including incomplete or inaccurate information.

Typical review timeframes described on the Portal or in program materials (including LOI review and Engagement Letter issuance timeframes) are estimates only and are not binding commitments.

Bond Retainer Fees become due and payable upon execution of the Engagement Letter, as further described in that agreement. Fee amounts, payment terms, and refund policies (if any) will be set forth in the applicable Engagement Letter and are not governed by these Terms.

You are responsible for any fees, costs, or expenses you incur in connection with preparing or submitting materials through the Portal.

By using the Portal, you consent to receive electronic communications from EDC, including notifications of new secure messages, review status changes, and account-related notices, at the email address associated with your account.

Internal notes and communications marked as internal-only are visible solely to authorized EDC personnel and will never be disclosed to you through the Portal or otherwise, except as required by law.

You agree not to: (a) upload malicious code or attempt to disrupt or gain unauthorized access to the Portal or any related systems; (b) submit documents you do not have the right to submit; (c) misrepresent your identity or authority to act on behalf of the business entity; or (d) use the Portal for any purpose other than legitimate participation in the EDC Bond Program.

EDC may suspend or terminate your access immediately, without notice, for any suspected violation of this section.

The Portal, including its design, text, graphics, and underlying software, is owned by or licensed to EDC and is protected by applicable intellectual property laws. Except for the limited right to access and use the Portal in accordance with these Terms, no rights are granted to you.

You retain ownership of documents and information you submit, but grant EDC a non-exclusive, royalty-free license to use, reproduce, and process such materials solely as necessary to provide the Services and administer the EDC Bond Program.

THE PORTAL AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. EDC DOES NOT WARRANT THAT THE PORTAL WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EDC, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO YOUR USE OF THE PORTAL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EDC'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE PORTAL SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100).

You agree to indemnify, defend, and hold harmless EDC and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with: (a) your access to or use of the Portal; (b) your violation of these Terms; or (c) the accuracy of any information or documents you submit.

EDC may suspend or terminate your account and access to the Portal at any time, with or without cause or notice, in its sole discretion.

Sections of these Terms which by their nature should survive termination (including Sections 8 through 17) shall survive.

These Terms are governed by the laws of the State of Tennessee, without regard to conflict of law principles.

Except as otherwise expressly provided in this Section 13, any dispute, claim, or controversy arising out of or relating to these Terms, the Portal, or the Services (each, a "Dispute") shall be resolved exclusively in accordance with the following procedures.

Good-Faith Resolution. Before commencing mediation, the party seeking to pursue a Dispute must deliver written notice to the other party describing the Dispute in reasonable detail and must engage in good-faith efforts to resolve it informally for at least thirty (30) days after delivery of that notice, unless the parties agree in writing to a different period. A party requesting mediation must provide a written certification describing the good-faith resolution efforts undertaken and stating that those efforts did not resolve the Dispute. Completion of this process is a condition precedent to mediation.

Mandatory Mediation. If the Dispute is not resolved through the foregoing good-faith process, the parties shall first submit the Dispute to confidential mediation in Williamson County, Tennessee, before a mutually agreed mediator. If the parties cannot agree on a mediator within fifteen (15) days after a written mediation request, either party may request that the American Arbitration Association or another mutually agreed neutral administrator appoint a mediator. The parties shall participate in the mediation in good faith and shall share the mediator's fees equally, except that each party shall bear its own attorneys' fees and costs unless otherwise agreed in writing or required by law. No party may commence arbitration or a court action concerning a Dispute until it has completed the mediation process, except to seek temporary or preliminary injunctive relief necessary to prevent immediate and irreparable harm.

Arbitration. If mediation does not resolve the Dispute within sixty (60) days after the mediator is appointed, or within another period agreed in writing by the parties, either party may submit the Dispute to individual, non-binding arbitration in Williamson County, Tennessee, before a mutually agreed arbitrator. If the parties cannot agree on an arbitrator within fifteen (15) days after a written arbitration demand, either party may request that the American Arbitration Association or another mutually agreed neutral administrator appoint an arbitrator. The parties shall share the arbitrator's fees equally, except that each party shall bear its own attorneys' fees and costs unless otherwise agreed in writing or required by law. The arbitrator's decision is non-binding unless the parties expressly agree in a signed writing to make it binding. The parties waive any right to pursue or participate in a class, collective, consolidated, or representative action to the maximum extent permitted by applicable law.

Court Action; Venue. If the Dispute is not resolved in mediation or arbitration, either party may pursue a court action. The state and federal courts located in Williamson County, Tennessee, shall have exclusive jurisdiction and venue over any action arising out of or relating to these Terms, the Portal, or the Services, and each party irrevocably consents to the personal jurisdiction of those courts. Nothing in this Section 13 prevents EDC from seeking temporary, preliminary, or permanent injunctive relief in a court of competent jurisdiction to protect its rights or prevent immediate and irreparable harm.

EDC may modify these Terms at any time. Material changes will be presented to you for re-acceptance the next time you log in, and continued use of the Portal after such changes constitutes acceptance. Each acceptance is recorded with the version and timestamp of the Terms accepted.

The EDC Bond Program is the name used for EDC's intake, document-collection, compilation, coordination, customer-assistance, and referral services made available through the Portal. EDC is not a lender, bond issuer, underwriter, financial institution, credit decision-maker, or funding source.

The "Bond Program" is a separate and distinct organization. The Bond Program is not EDC, is not a party to these Terms, and is not responsible for EDC's obligations under these Terms. The EDC Bond Program does not itself evaluate or approve applications, issue Letters of Intent or Engagement Letters, set financing or bond terms, issue bonds, or fund transactions. Any such evaluation, approval, issuance, terms, or funding is performed solely by the Bond Program, its Bond Team, and/or other independent third parties in their sole discretion.

EDC and its representatives may receive a commission or other compensation for work performed in attracting potential customers to the Bond Program and assisting customers with the intake, compilation, coordination, and completion of the application process. This compensation may be paid by the Bond Program, a financing provider, a transaction participant, or another third party, and may be contingent upon a customer's application, engagement, closing, funding, or other transaction outcome. EDC's compensation does not constitute a guarantee of approval, favorable terms, issuance, or funding and does not alter the independent discretion of the Bond Program, its Bond Team, or any financing provider.

By submitting information through the Portal, you authorize EDC to collect, use, reproduce, process, and share the information and documents you provide—including contact information, business information, financial information, and information concerning your financing or bond request—with the Bond Program, its Bond Team, potential financing providers, and traditional financial service providers as reasonably necessary to administer the EDC Bond Program and traditional funding to evaluate or facilitate your request, contact you regarding your request, and provide related services. EDC will not share your information except as described in these Terms, the Privacy Policy, with your consent, or as required or permitted by applicable law.

You acknowledge that submission of information through the Portal does not constitute an application to, approval by, or contractual commitment from the Bond Program, any financing provider, or any other third party. You further acknowledge that EDC makes no representation, warranty, or guarantee regarding eligibility, approval, terms, timing, issuance, closing, or funding.

Any consent to receive telephone calls or text messages, if applicable, must be obtained separately through a clear and conspicuous communications-consent disclosure and is not a condition of submitting information through the Portal unless permitted by applicable law.

These Terms, together with the Privacy Policy, constitute the entire agreement between you and EDC regarding the Portal. If any provision is found unenforceable, the remaining provisions remain in full force. EDC's failure to enforce any provision is not a waiver of that provision.