Terms of Use – NCX

Last Updated: August 15, 2023

ACCEPTANCE OF THESE TERMS

This Terms of Use Agreement ("Terms") govern your access to, use of, and participation in the Platform made available by Natural Capital Exchange, Inc. or any of its subsidiaries (collectively, and including such entities operating under any other names, "NCX," "we," "our," or "us") or through NCX and the entirety of your relationship with NCX. YOU UNDERSTAND AND AUTHORIZE NCX TO USE YOUR INFORMATION TO OBTAIN BACKGROUND CHECKS AND BUSINESS CREDIT CHECKS FROM OUR VENDORS AND/OR VERIFY YOUR IDENTITY THROUGHOUT YOUR USE OF THE SERVICE.

PLEASE READ THE TERMS THOROUGHLY AND CAREFULLY. BY USING THE PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU MAY NOT ACCESS OR USE THE PLATFORM.

All references to "you" or "your," as applicable, mean the person who accesses, uses, and/or participates in the Platform in any manner, and each of your heirs, assigns, and successors. If you use the Platform on behalf of an entity, you represent and warrant that you have the authority to bind that entity, your acceptance of the Terms will be deemed an acceptance by that entity, and "you" and "your" herein will refer to that entity, its directors, officers, employees, and agents.

MODIFICATIONS

NCX reserves the right, in our sole discretion, to modify these Terms, and any other documents incorporated by reference herein, at any time and without prior notice. NCX will notify you of changes by posting on the NCX Terms of Use website and may also, in our sole discretion, notify you by sending you a message and/or otherwise notifying you when you are logged into your account. Modifications will become effective 30 days after the earliest of: (a) modifications being posted on the Platform; (b) NCX’s transmission of a message to you about the modifications; or (c) you are otherwise notified when you are logged into your account. Your use of the Platform after the expiration of the 30 days will constitute your consent to the changes. If you do not agree, you may not access or use the Platform.

ADDITIONAL TERMS AND POLICIES

Please review NCX's Privacy Policy, incorporated herein by reference, for information and notices concerning NCX's collection and use of your information. Please review the full set of key NCX policies that govern your use of the Platform and our interactions with you and third-parties. Certain areas of and/or products on the Platform may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions or policies. If there is a conflict between these Terms and the terms and conditions or policies posted for a specific area or product, the latter take precedence with respect to your use of that area or product.

KEY TERMS

"Collective Content" means User Content and NCX Content together.

"Content" means text, graphics, images, music, software, audio, video, information or other materials, including but not limited to profile information, NCPS requests, quotes, message threads, reviews, scheduling and calendar information, and other information or materials available on or through the Platform.

"Fee" means any amount charged by NCX to a User in connection with the Platform.

"Merchant" means a User who uses, or is registered to use, the Platform to offer, provide, receive payment for, or facilitate the provision of NCPS.

"Natural Capitalist" means a User who owns or manages land and is registered to search for Merchants on the Platform, seeks NCPS from Merchants on the Platform, engages with a Merchant regarding NCPS (or receive a quote in contemplation thereof), or otherwise uses the Platform to receive, pay for, review, or facilitate the receipt of NCPS. "Platform" has the meaning set forth below.

"Natural Capital Programs and Services" ("NCPS") means the programs and services listed, quoted, scheduled, fulfilled or provided by Merchants, or sought, scheduled, paid for or received by Natural Capitalists, through the Platform.

"NCX Content" means all Content NCX makes available on or through the Platform, including any Content licensed from a third-party, but excluding User Content.

"Platform" means all NCX websites, mobile or other applications, software, processes, video consultations, subscription services, and any other services provided by or through NCX.

“Privacy Policy” means the NCX Privacy Policy, including any amendments, supplements or modifications thereto made from time to time.

"User" means a person or entity who completes NCX's account registration process, agrees to these Terms, utilizes any services offered by or through the Platform, or a person or entity who submits or receives a request through NCX, including but not limited to Merchants and Natural Capitalists.

"User Content" means all Content submitted, posted, uploaded, published, or transmitted on or through the Platform by any User or other user of the Platform, including but not limited to photographs, profile information, descriptions, postings, reviews, requests, messages, and payments made through the Platform, but excluding NCX Content and Feedback.

ELIGIBILITY, MERCHANT REPRESENTATIONS, WARRANTIES, AND USE OF THE PLATFORM

Access to and use of the Platform is available only to individuals who are at least 18 years old and can form legally binding contracts under applicable law. By accessing or using the Platform, you represent and warrant that you meet these requirements.

By registering or using the Platform to engage with NCPS, Natural Capitalists represent and warrant that they own and/or are the authorized manager of the properties they claim on the Platform.

By registering or using the Platform to offer, post, or provide NCPS, Merchants represent and warrant that they, and the employees, agents, suppliers contractors, and subcontractors who may perform work for them, are properly and fully qualified and experienced, and licensed, certified, bonded, and insured, as required by applicable laws or regulations to which they may be subject in the jurisdiction(s) in which they offer their NCPS and in relation to the specific job they are performing. Merchants otherwise agree to comply with all applicable laws, including the California Consumer Privacy Act, any other applicable privacy laws, and the Telephone Consumer Protection Act, in their use of the Platform and any personal information obtained from the Platform.

NCX does not sell or otherwise provide NCPS. NCX may directly provide consultations and related on-Platform services to Natural Capitalists, but any NCPS solicited as a result of any such consultations or on-Platform services are provided by an independent Merchant without any representation or warranty from NCX other than as expressly provided for herein. NCX also facilitates NCPS transactions, which facilitation may include displaying a list of Merchants profiles, allowing Natural Capitalists and Merchants to send messages to each other, allowing for the booking of an appointment for the provision of NCPS, assisting in the selection of a Merchant for certain Natural Capitalists, and processing payment for certain NCPS. Natural Capitalists understand that any such facilitation does not constitute a warranty in relation to the NCPS. Merchants understand and agree that using the Platform does not guarantee that anyone will engage them for NCPS. Natural Capitalists understand that any NCPS they engage in using the Platform are solicited directly from the Merchant providing such NCPS.

Merchants and Natural Capitalists understand and agree that they are customers of NCX, and are not NCX employees, contractors, consultants, joint venturers, partners, or agents. Merchants acknowledge that they provide their own equipment, select their own jobs, develop their own expertise, are free to do jobs through other platforms and lead sources, and determine their own work schedule. NCX does not control, and has no right to control, the services a Merchant provides (including the details of how the Merchant provides such services) if the Merchant is engaged by a Natural Capitalist or any other person, except as specifically noted herein or on the Platform.

NCX, as permitted by applicable laws, may obtain reports regarding Merchants, which may include history of criminal convictions or sex offender registration, and we may limit, block, suspend, deactivate, or cancel a Merchant’s account based on the results of such a report, without or without notice. As a Merchant, you agree and authorize us to use your personal information, such as your full name and date of birth, to obtain such reports from NCX’s vendors. Merchants agree to inform NCX of any material criminal convictions that occur after any such reports are run.

ACCOUNT REGISTRATION AND OTHER SUBMISSIONS

Users may access the Platform without registering for an account. To access and participate in certain features of the Platform, you will need to create a password-protected account ("Account"). You may register for an Account using certain third-party account and log-in credentials (your "Third-Party Site Password"), such as your Facebook or Google credentials. You agree to provide accurate, current, and complete information during the registration or request submission process and at all other times when you use the Platform, and to update information to keep it accurate, current, and complete. You are solely responsible for safeguarding your NCX password and, if applicable, your Third-Party Site Password. You are solely responsible for all activity that occurs on your Account, and you will notify NCX immediately of any unauthorized use. NCX is not liable for any losses by any party caused by an unauthorized use of your Account. You are liable for the losses of NCX or others due to any unauthorized use of your account related to your failure to comply with these Terms. Your account is nontransferable except with NCX’s written permission and in accordance with NCX policies and procedures.

YOUR LICENSE TO USE THE PLATFORM

Subject to your compliance with these Terms, NCX grants you a limited, non-exclusive, revocable, nontransferable, and non-sublicensable license to reproduce and display Collective Content (excluding any software source code) solely for your personal and non-commercial use and only in connection with your access to and participation in the Platform. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Platform or Collective Content, except as expressly permitted in these Terms. The Platform and Collective Content are provided to you as is. If you download or print a copy of Collective Content for personal use, you must retain all copyright and other proprietary notices contained thereon. No licenses or rights are granted to you by implication or otherwise regarding any intellectual property rights owned or controlled by NCX or our licensors, except for the licenses and rights expressly granted in these Terms.

USER CONTENT

We may, in our sole discretion, permit you to post, upload, publish, submit or transmit User Content. The contents of private messaging through the Platform will not be used by NCX in public advertising. By making available any User Content on or through the Platform, you hereby grant to NCX a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise utilize such User Content on, through, by means of or to promote, market or advertise the Platform or NCPS, or for any other purpose in our sole discretion. In the interest of clarity, the license granted to NCX will survive termination of the Platform or your Account. NCX does not claim ownership rights in your User Content and nothing in these Terms will be deemed to restrict rights that you may have to use and exploit any such User Content submitted, posted, uploaded, published, or transmitted on or through the Platform by you.

You acknowledge and agree that you are solely responsible for all User Content that you make available on or through the Platform. Accordingly, you represent and warrant that: (a) you either are the sole and exclusive owner of all User Content that you make available on or through the Platform or you have all rights, licenses, consents and releases that are necessary to grant to NCX the rights in such User Content, as contemplated under these Terms; and (b) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or NCX's use of your User Content (or any portion thereof) on, through or by means of the Platform will infringe, misappropriate or violate a third-party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. While NCX has no obligation to do so, you agree that NCX may edit and/or withdraw your User Content, and you understand it remains your sole responsibility to monitor your User Content and ensure that such edited Content is accurate and consistent with your representations and warranties in these Terms.

NCX reserves the right, at any time and without prior notice, to remove or disable access to User Content that we, in our sole discretion, consider to be objectionable, in violation of these Terms or otherwise harmful to the Platform or Users, or for any other reason.

PROHIBITIONS

As a User of the Platform, you may not:

Use another person's Account, misrepresent yourself or NCPS offered through the Platform, misrepresent your identity or qualifications, misrepresent a project or other information in a quote request, or post Content in any inappropriate category or areas on the Platform;
Use any automated system including but not limited to robots, spiders, offline readers, or scrapers to access the Platform for any purpose without NCX's prior written approval; provided, that the operators of public search engines may use spiders or robots to copy materials from the Platform for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such material (NCX reserves the right to revoke these exceptions either generally or in specific cases);
Copy text, or otherwise misuse or misappropriate Platform information or Content in any manual or automated manner including but not limited to, for use on a mirrored, competitive, or third-party site;
Take any action that (a) may unreasonably encumber the Platform's infrastructure; (b) interferes or attempts to interfere with the proper working of the Platform or any third-party participation; (c) bypasses measures that are used to prevent or restrict access to the Platform; (d) circumvents, disables or otherwise interferes with security features of the Platform; (e) distributes viruses or any other technologies that may harm NCX or our Users; (f) uses the Platform in a way that violates any copyrights, trade secrets, or other rights of any third-party, including privacy or publicity rights; or (g) circumvents or manipulates the Fee structure, billing, or Fees owed;
Use the Platform in any manner that circumvents, or that may be intended to circumvent, your obligation to pay NCX for access to services provided by the Platform or by Merchants;
Notwithstanding anything to the contrary contained in these Terms, collect, harvest, publish, or “sell” any personal information (as that term is defined by the California Consumer Privacy Act and/or any similar law or regulation), including but not limited to information related to Users for any reason not explicitly authorized by these Terms, including commercial solicitation purposes;
Violate any applicable laws or regulations;
Fail to comply with a User’s requests (including, those made on their behalf by NCX) to no longer receive phone calls, text messages, e-mails or any other communications from you;
Recruit, solicit, or contact in any form Merchants or Natural Capitalists for employment or any other use not specifically intended by the Platform;
Take any inappropriate or unlawful actions, including the submission of inappropriate or unlawful Content to or through the Platform, including Content that is harassing, hateful, illegal, profane, obscene, defamatory, threatening, or discriminatory, or that advocates, promotes, or encourages inappropriate activity, conduct that would be considered a criminal offense, or conduct that would give rise to civil liability or violate any law;
Violate in any material respect any NCX policies that govern your use of the Platform and our interactions with you and third-parties;
Advertise or solicit a NCPS not related to or appropriate for the Platform including, but not limited to any NCPS that is not in supported categories or offers NCPS not reasonably available to a Natural Capitalist or other individual in their location;
Submit User Content that damages the experience of any User including but not limited to (a) requests to download non-NCX mobile applications and/or links that direct the User to mirrored websites where the User must enter information that is redundant with what has already been entered on NCX, (b) offers to purchase NCPS or any other service outside of NCX, or (c) using a profile page or User name to promote services not offered on or through the Platform;
Take any action that may undermine the efficacy or accuracy of reviews or ratings systems;
Fail to perform NCPS purchased from you as promised, unless the applicable Natural Capitalist fails to meet a material term of the applicable agreement for such NCPS (including by refusing to pay);
Seek to charge a Natural Capitalist for NCPS when payment has already been, or is scheduled to be, initiated through NCX;
Engage in fraudulent conduct, including but not limited to offering to make money transfers with intent to request a refund of any portion of the payment or soliciting Users to mail cash or use other payment methods prohibited by NCX;
Sign up for, negotiate a price for, use, or otherwise solicit a NCPS with no intention of following through with your use of or payment for the NCPS;
Agree to engage with a NCPS when you do not meet a Merchant's requirements;
Create more than one Natural Capitalist or Merchant NCX account without our written permission;
Circumvent, or seek to circumvent, payment through the Platform where payment through the Platform is indicated to you as mandatory or is initiated by a Natural Capitalist;
Fail to comply with any applicable laws or regulations related to your use of the Platform;
Undertake any activity or engage in any conduct that is inconsistent with the business or purpose of the Platform; and
Attempt to indirectly undertake any of the foregoing.

TRACKING COMMUNICATIONS

In order to ensure appropriate charging of Fees and compliance with these Terms, NCX may track the occurrence of communications between Natural Capitalists and Merchants that occur off of the Platform via email, phone call, SMS text message, third-party websites, or any other means, whether initiated by a Natural Capitalist or Merchant. In order to track the occurrence of such communications, NCX may obscure Merchant contact information in a Merchant profile, replace Merchant contact information in a Merchant profile with a different piece of contact information that will forward to the Merchant, or take any other step reasonably calculated to track the occurrence of such communications. Except as explicitly stated herein, we will not record or review the content of any communications that do not come into contact with the NCX Platform unless we first obtain your permission.

MARKETPLACE PAYMENTS

The NCX platform may facilitate payments between Natural Capitalists and Merchants (“Marketplace Payments”) through our payment processing partner Tipalti, but NCX is not a party to any such Marketplace Payments or any NCPS related thereto. By agreeing to these terms or continuing to operate as a Merchant or Natural Capitalist on the Platform, you hereby appoint NCX to act as your agent for the limited purpose of facilitating and receiving Marketplace Payments on your behalf through Tipalti as contemplated herein. You acknowledge and agree that, subject to any rights you have pertaining to Marketplace Payment disputes, once a Marketplace Payment has been made through the NCX Platform, the payment obligation of the payor User shall be deemed satisfied by the payee User upon receipt of the Marketplace Payment by NCX as though the payor User had made the Marketplace Payment directly to the payee User.

NCX does not offer any NCPS directly or indirectly unless specified in a separate contract to which NCX is a direct party. Any time a Natural Capitalist pays for or books NCPS on the Platform or receives a quote in connection with NCPS, such Natural Capitalist is contracting directly with the Merchant offering such NCPS. Notwithstanding any facilitation of booking or payment, you understand and agree that NCX (i) does not sell, offer, provide or subcontract any NCPS and (ii) is not liable in any way for any NCPS. Notwithstanding NCX’s role as a payment facilitator, each Merchant who receives Marketplace Payments understands and agrees that they are obligated to perform the NCPS as outlined in their agreement with the Natural Capitalist and work to remedy any material deviations from such contract.

Users who send and receive Marketplace Payments from on NCX must agree to the Tipalti Services Agreement. Merchants and Natural Capitalists should never agree to receive a Marketplace Payment, or perform services in expectation thereof, before they have confirmed that they can comply with the Tipalti agreements and, in particular, Users should note that they will need a social security number or employer identification number in order to send and receive Marketplace Payments. You agree to be bound by the Tipalti Connected Account Agreement and Tipalti Services Agreement, as those agreements may be modified by Tipalti from time to time. As a condition of receiving payment processing services through Tipalti, you agree to provide NCX with accurate and complete information about you and your business, and you authorize NCX to share this information and transaction information related to your use of the payment processing services provided by Tipalti.

As a User making a Marketplace Payment through Tipalti, you agree to pay all amounts you owe when due using your preferred payment method. You further authorize Tipalti to charge your preferred payment method for amounts you owe when they are due, whether they are recurring or one-time payments.

NCX may enable you to make Marketplace Payments using credit, debit, or prepaid cards, by linking your bank account, or by any other payment method we support. We reserve the right to cancel your ability to make payments with one or more of the payment methods you have authorized in our sole and absolute discretion.

Marketplace Payment Disputes: All requests for Marketplace Payment chargebacks, errors, claims, refunds and disputes (“Payment Disputes”) will be subject to review by NCX in accordance with the rules applicable to the payment method you used to make the Marketplace Payment and will be in NCX’s absolute discretion. NCX is not liable to you under any circumstances for Payment Disputes we are unable to resolve in your favor. We will normally process a valid written Payment Dispute request within 30 days after we receive it, unless a shorter period is required by law. You may file a Payment Dispute by emailing it to NCX support at support@ncx.com. If you close or deactivate your Account before we adjudicate your Payment Dispute, we will not be able to issue you any amounts you are owed. We will attempt to pay you any Payment Disputed amounts you are owed using the method with which you made the disputed payment, but we cannot guarantee that we will be able to do so if your payment method information is inaccurate, incomplete, or has been canceled.

If your actions result in, or are likely to result in, a Payment Dispute, a violation of these Terms of Use or the creation of other risks to NCX or our payment processing partners, or if we determine that your Account has been used to engage in deceptive, fraudulent, or illegal activity, then we may permanently withhold any amounts owed to you in our sole discretion. If you have a past due balance due on any Account, or for any additional amounts that we determine you owe us, we may, without limiting any other rights or remedies: (a) charge one or more of your payment methods; (b) offset any amounts you owe us against amounts you may be owed; (c) invoice you for amounts due to us, which such amounts will be due upon receipt; (d) reverse or block any credits to your bank account; or (e) collect payment from you by any other lawful means.

If you fail to make Marketplace Payments you owe when due, or if NCX is unable to charge one of your payment methods for any reason, NCX reserves all rights permissible under law to recover payment and all costs and expenses incurred, including reasonable attorneys' fees and related costs, in our pursuit of payment. You explicitly agree that all communication in relation to delinquent accounts or overdue payments will be made by electronic mail or by phone. Such communication may be made by NCX or by anyone on our behalf, including but not limited to a third-party collections agent.

DISPUTES BETWEEN OR AMONG USERS

NCX values our Merchants and Natural Capitalists, and we understand that occasionally disputes may arise between or among them. Our goal is to provide tools to help Users resolve such disputes independently. In the rare event a dispute regarding an interaction related to the Platform cannot be resolved independently, you agree, at NCX's request, to participate in good faith, to the extent you are reasonably able to do so, in a neutral resolution or mediation conducted by NCX or a neutral third-party mediator or arbitrator selected by NCX. Notwithstanding the foregoing, you acknowledge and agree that NCX is under no obligation to become involved in or impose resolution in any dispute between or among Users or any third-party.

INTELLECTUAL PROPERTY RIGHTS

NCX Content is protected by copyright, trademark, patent, and other laws of the United States, foreign countries, and international conventions. Except as expressly provided in these Terms, NCX and our licensors exclusively own all right, title, and interest in and to the Platform and NCX Content, including all associated intellectual property rights. All trademarks, service marks, logos, trade names and any other proprietary designations of NCX used herein are trademarks or registered trademarks of NCX. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective owners.

FEEDBACK

By sending us any feedback, comments, questions, or suggestions concerning NCX or our services, including our Platform (collectively, “Feedback”) you represent and warrant (a) that you have the right to disclose the Feedback, (b) that the Feedback does not violate the rights of any other person or entity, and (c) that your Feedback does not contain the confidential or proprietary information of any third-party or -parties. By sending us any Feedback, you further (i) agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (ii) acknowledge that we may have something similar to the Feedback already under consideration or in development, (iii) grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and (iv) irrevocably waive, and cause to be waived, against NCX and our Users any claims and assertions of any moral rights contained in such Feedback. This Feedback section will survive any termination of your Account or the Platform.

COPYRIGHT POLICY

We expect Users to respect copyright law. In appropriate circumstances, we will terminate the Account of any User who repeatedly infringes or is believed to be repeatedly infringing the rights of copyright holders.

NCX is committed to respecting and protecting the legal rights of copyright owners in accordance with the Digital Millennium Copyright Act (Section 512(c)(3) of the DMCA (17 U.S.C. § 512 et seq.)). If you believe any content infringes your intellectual property rights, please submit a notice to us describing such infringement (a “DMCA Takedown Notice”) with the following information:

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works;
Identification of the material claimed to be infringing or to be the subject of infringing activity and that is to be removed or access disabled and information reasonably sufficient to permit the service provider to locate the material;
Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, email address;
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that, under penalty of perjury, the information in the notification is accurate and you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.
Any DMCA Takedown Notice should be sent to: support@ncx.com. You acknowledge that for NCX to be authorized to takedown any content, your DMCA Takedown Notice must comply with all the requirements of this section.

NO ENDORSEMENT OR WARRANTY

NCX does not endorse, warrant or make any representation (except those expressly and unambiguously made by NCX directly on the Platform) concerning any User, or any NCPS, and NCX is not a party to any agreements between or among users, Users, or third-parties. NCX does not perform NCPS and disclaims all liability with respect thereto. No agency, partnership, joint venture, or employment is created as a result of the Terms or any user's or User's use of any part of the Platform. Neither NCX nor any Users or users of the Platform may direct or control the day-to-day activities of the other, or create or assume any obligation on behalf of the other. Users are required by these Terms to provide accurate information, and although NCX may undertake additional checks and processes designed to help verify or check the identities or backgrounds of Users, we do not make any representations about, confirm, or endorse any User or their purported identity or background, regardless of the specific NCX services they are using or any involvement by NCX personnel in providing or coordinating those services.

Any reference on the Platform or in any marketing to a User being licensed or credentialed in some manner, or "badged," “vetted”, “top rated”, "best of," "top," "background checked" (or similar language) designations indicates only that the User has completed a relevant account process or met certain review standards, and does not represent anything else. NCX does not background every Merchant that may provide NCPS. Any such description is not an endorsement, certification or guarantee by NCX and is not verification of a Merchant’s identity and whether they or their NCPS are licensed, insured, trustworthy, safe or suitable. Instead, any such description is intended to be useful information for you to evaluate when you make your own decisions about the identity and suitability of others whom you contact or interact with via the Platform. You should always exercise due diligence and care when deciding whether to have any interaction with any other User. NCX has no responsibility for any damage or harm resulting from your interactions with other Users.

The Collective Content may contain links to third-party websites, media, offers, or other events/activities not owned or controlled by NCX. We do not endorse or assume any responsibility for any such links, and if you access them, you do so at your own risk.

By using the Platform, you understand and agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Users or other third-parties will be limited to a claim against those particular Users or other third-parties. You agree not to attempt to impose liability on or seek any legal remedy from NCX with respect to such actions or omissions.

SANCTIONS FOR VIOLATIONS OF THESE TERMS

Without limiting any other rights, NCX may, in our sole discretion, take any action permitted by law for any violation of these Terms or any other policy or agreement between you and NCX, including but not limited to removing User Content you posted, limiting your Account access, requiring you to forfeit certain funds (including by way of setoff of amounts processed or held by NCX in connection with your use of the Platform), assessing monetary penalties or costs, terminating your Account, notifying other Users of the termination of your Account and/or the violation of these Terms, decreasing your status or search rank, canceling quotes or postings, blocking access, investigating you, and/or cooperating with law enforcement agencies in investigation or prosecution.

ACCOUNT SUSPENSION OR TERMINATION

We may, in our discretion, with or without cause, with or without prior notice and at any time, limit, block, suspend, deactivate or cancel your NCX Account in whole or in part. If we exercise our discretion under these Terms to do so, any or all of the following can occur with or without prior notice or explanation to you: (a) your Account will be deactivated or suspended, your password will be disabled, and you will not be able to access the Platform or your User Content, or receive assistance from NCX support teams; (b) if appropriate in our sole discretion, we may communicate to other Users that your Account has been terminated, blocked, suspended, deactivated, canceled, or otherwise penalized in any way, and why this action has been taken; and (c) you will not be entitled to any compensation for Platform services or NCPS canceled or delayed as a result of Account termination. Please note that if your Account is canceled, we do not have an obligation to delete or return to you any Content you have posted to the Platform, including, but not limited to, any reviews. Please see our Privacy Policy, incorporated herein by reference, for information regarding data deletion requests following Account termination.

GOVERNING LAW

The Terms and the relationship between you and NCX will be governed by and constructed in accordance with the laws of the State of New York without regard to its conflict of laws principles. Any claim, controversy or dispute arising under or relating to this Agreement that the Parties are unable to resolve themselves will be settled by binding arbitration in New York, New York, administered by JAMS in accordance with its then-current Comprehensive Arbitration Rules and Procedures, as modified or supplemented hereby, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. In the event of any suit, arbitration or other proceeding between the Parties with respect to this Agreement or any of the transactions contemplated hereby or subject matter hereof, the prevailing Party will, in addition to such other relief as the court or arbitrator may award, be entitled to recover reasonable attorneys’ fees, costs and expenses of investigation.

DISCLAIMERS

YOUR USE OF THE PLATFORM, NCPS, OR COLLECTIVE CONTENT IS SOLELY AT YOUR OWN RISK. YOU ACKNOWLEDGE AND AGREE THAT NCX DOES NOT HAVE AN OBLIGATION, BUT RESERVES THE RIGHT FOR ANY REASON, TO (A) MONITOR OR REVIEW USER CONTENT; OR (B) FOR ANY PERMISSIBLE PURPOSE, CONDUCT IDENTITY VERIFICATION, BACKGROUND (INCLUDING CRIMINAL BACKGROUND) OR REGISTERED SEX OFFENDER CHECKS ON ANY USER, INCLUDING BUT NOT LIMITED TO MERCHANTS AND NATURAL CAPITALISTS. THE PLATFORM IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, NCX AND OUR AFFILIATES AND SUBSIDIARIES, AND RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT; ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF OR IN TRADE; ANY WARRANTIES, REPRESENTATIONS, OR GUARANTEES IN CONNECTION WITH THIS PLATFORM OR THE NCPS OFFERED ON OR THROUGH THIS PLATFORM; AND ANY WARRANTIES RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THE PLATFORM, INCLUDING WITHOUT LIMITATION ALL COLLECTIVE CONTENT. NCX MAKES NO WARRANTY THAT THE PLATFORM OR NCPS WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. NCX ASSUMES NO RESPONSIBILITY, AND WILL NOT BE LIABLE FOR ANY DAMAGES TO YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO OR USE OF THE PLATFORM. NCX WILL NOT BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD-PARTY, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY DATA, INFORMATION, MATERIALS, SUBSTANCE, OR COLLECTIVE CONTENT POSTED, TRANSMITTED, OR MADE AVAILABLE VIA THE PLATFORM. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM NCX OR THROUGH THE PLATFORM, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OR USERS OF THE PLATFORM AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM, INCLUDING BUT NOT LIMITED TO ANY NATURAL CAPITALISTS, MERCHANTS OR SERVICE RECIPIENTS. YOU UNDERSTAND THAT NCX DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE PLATFORM OR TO REVIEW OR VET ANY NCPS. NCX MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE PLATFORM OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE PLATFORM. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE PLATFORM AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON AND GIVE OR RECEIVE NCPS. NCX EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY USERS OR THIRD-PARTIES.

NCX MAY PROVIDE TO MERCHANTS PHONE NUMBERS THAT NATURAL CAPITALISTS PROVIDE IN CONNECTION WITH A REQUEST. SUCH PHONE NUMBERS ARE NOT VERIFIED AND NCX MAKES NO REPRESENTATION OR WARRANTY AS TO THEIR VALIDITY.

LIMITATION OF LIABILITY

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE PLATFORM AND COLLECTIVE CONTENT, YOUR OFFERING OR PROVIDING NCPS OR REQUESTING OR RECEIVING NCPS THROUGH THE PLATFORM, AND ANY CONTACT YOU HAVE WITH OTHER USERS OF NCX OR THIRD-PARTIES, WHETHER IN PERSON OR ONLINE, REMAINS WITH YOU. NEITHER NCX NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM WILL BE LIABLE (WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT NCX HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE) FOR: (A) ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL; (B) SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE; (C) THE COST OF SUBSTITUTE PRODUCTS OR SERVICES; (D) ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS; (E) THE USE OF OR INABILITY TO USE THE PLATFORM, NCPS OR COLLECTIVE CONTENT; (F) ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE PLATFORM OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM; OR (G) YOUR OFFERING OR PROVIDING NCPS OR REQUESTING OR RECEIVING NCPS THROUGH THE PLATFORM.

IN NO EVENT WILL THE TOTAL, AGGREGATE LIABILITY OF NCX AND OUR AFFILIATES AND SUBSIDIARIES, AND RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, ARISING FROM OR RELATING TO THE TERMS, PLATFORM, NCPS, AND/OR COLLECTIVE CONTENT, OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM OR COLLECTIVE CONTENT OR IN CONNECTION WITH ANY NCPS OR INTERACTIONS WITH ANY OTHER USERS EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO NCX BY YOU HEREUNDER, OR ONE HUNDRED U.S. DOLLARS IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OF LIABILITY, SO THE FOREGOING LIMITATION MAY NOT APPLY TO YOU. IN JURISDICTIONS THAT DO ALLOW LIMITATIONS OF LIABILITY, THE LIMITATION DESCRIBED ABOVE WILL APPLY FULLY TO RESIDENTS OF THOSE JURISDICTIONS.

INDEMNIFICATION AND RELEASE

You agree to release, defend, indemnify, and hold NCX and our affiliates and subsidiaries, and respective officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable legal and accounting fees, arising out of or in any way connected with (a) your violation of these Terms; (b) your User Content; (c) your interaction with any User; and (d) the request or receipt or offer or provision of NCPS by you, including but not limited to any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with such NCPS.

Notwithstanding the foregoing paragraph, if you are a resident of a jurisdiction where the foregoing is prohibited, you only agree to release, defend, indemnify, and hold NCX and our affiliates and subsidiaries, and respective officers, directors, employees and agents, harmless from and against any third-party claims, liabilities, damages, losses, and expenses, including without limitation reasonable legal and accounting fees, arising out of or in any way connected with your violation of these Terms.

If you are a California resident, you waive California Civil Code Section 1542, which provides:

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.

If you are not a California resident, you waive your rights under any statute or common law principle similar to Section 1542 that governs your rights in the jurisdiction of your residence.

NO INVESTMENT ADVICE

Do not use the Platform or any Collective Content as a basis for making any investment decisions. All investment decisions should be made with the direct advice and counseling of a properly credentialed investment advisor.

You acknowledge that the Platform and Collective Content are not intended to provide any investment or other professional advice, and neither we nor our respective affiliates, officers, directors, employees or agents are engaged in rendering, any such investment or other professional advice. Do not use the Platform or Collective Content as a basis for making any investment or other decision, including without limitation the decision to participate in any NCPS on the Platform. You must evaluate carefully any particular transaction, including without limitation any NCPS listed through the Platform, to determine if it is appropriate for you in light of all relevant circumstances and factors, including without limitation your investment experience, financial objectives and needs, and financial resources and whether you have the resources and ability to assess and monitor the associated risks and obligations over the term of the transaction. Before making any such evaluation or undertaking any such decision, we strongly recommend that you should obtain the advice of independent, competent and licensed professionals.

GENERAL

Force Majeure: Other than payment obligations, neither NCX nor you will be liable to the other for any delay or failure in performance under the Terms arising out of a cause beyond your or our control and without your or our fault or negligence. Such causes may include but are not limited to fires, floods, earthquakes, strikes, unavailability of necessary utilities, blackouts, epidemics, acts of declared or undeclared war, acts of regulatory agencies, or other disasters.

No Third-Party Beneficiaries: You agree that, except as otherwise expressly provided in these Terms, there will be no third-party beneficiaries to these Terms.

Contacting You and E-SIGN Consent: You agree that NCX may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Platform. With your consent, NCX, Natural Capitalists, Merchants, or other individuals may also contact you by telephone or through text messages. If you have agreed to receive text messages or telephone calls from NCX, Natural Capitalists, Merchants, or other individuals you also consent to the use of an electronic record to document your agreement. You may withdraw your consent to the use of the electronic record by sending an email to support@ncx.com with "Revoke Electronic Consent" in the subject line. To view and retain a copy of this disclosure or any information regarding your enrollment in this program, you will need (a) a device (such as a computer or mobile phone) with a web browser and Internet access; and (b) either a printer or storage space on such device. For a free paper copy, or to update our records of your contact information, send an email to support@ncx.com with contact information and the address for delivery.

Entire Agreement: These Terms, together with the Privacy Policy and any other legal notices or additional terms and conditions or policies published by NCX on the Platform, will constitute the entire agreement between you and NCX concerning the Platform or NCPS obtained through the Platform. Except as explicitly stated herein, if any provision of the Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of the Terms, which will remain in full force and effect.

Waiver: No waiver of any provision of these Terms will be deemed a further or continuing waiver of such term or any other term, and NCX's failure to assert any right or provision under these Terms will not constitute a waiver of such right or provision.

Statute of Limitations: You agree that regardless of any statute or law to the contrary, any claim arising out of or related to the Platform or the NCPS offered therein must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

Section Headings: The section headings in these Terms are for convenience only and have no legal or contractual effect.

Contact Information: If you have any questions about these Terms or the Platform, please contact us by sending an email to support@ncx.com.