OCX Open Capital Exchange

Open Capital Exchange Inc.
Terms of Use

OPEN CAPITAL EXCHANGE INC.

TERMS OF USE

LAST UPDATED MARCH 20, 2014


Welcome to Open Capital Exchange! The Open Capital Exchange service and network (collectively, "the Service") are operated by Open Capital Exchange Inc., a Delaware corporation ("the Company," "Open Capital Exchange," “OCX,” "we," or "us"). These terms of use (the "Terms of Use") govern your, or if you are an authorized representative of an organization, such organization’s, access to and use of the web site at ocx.co, including any subdomain thereof (collectively, the "Site").


Eligibility

This Site is intended solely for individuals or authorized representatives of organizations who are eighteen (18) years of age or older, and any registration by, use of or access to the Site by anyone under 18 is unauthorized, unlicensed and in violation of these Terms of Use. By using the Service or the Site, you represent and warrant that you are 18 years of age or older.


Acceptance of Terms of Use

By accessing or using the Site, you and any organization you are authorized to represent (collectively, the "User", "you", or "your") signify that you read, understood and agreed to be bound by these Terms of Use, regardless of whether you are a registered member of the Service or Site. In addition to these Terms of Use, you may enter into other agreements with us or others that will govern your use of the Service or related services offered by us or others. If there is any contradiction between these Terms of Use and another agreement you enter into applicable to specific aspects of the Service, the other agreement shall take precedence in relation to the specific aspects of the Service to which it applies. As used herein, "Users" means anyone who accesses and/or uses the Site or the Service.


Changes to these Terms of Use

We may make changes to these Terms of Use from time to time. If we do this, we will post the changed Terms of Use on the Site and will indicate at the top of this page the date the Terms of Use were last revised. You understand and agree that your continued use of the Service or the Site after we have made any such changes constitutes your acceptance of the new Terms of Use. In addition, the Site may contain, and the Company reserves the right to post, additional terms and policies governing your access to and use of our Site and Service and all such terms and policies are hereby incorporated by reference into these Terms of Use.


Termination

At any time in its sole discretion, with or without notice, the Company may terminate your membership, delete your profile and any content or information that you have posted on the Site and/or prohibit you from using or accessing the Service or the Site (or any portion, aspect or feature of the Service or the Site) for no reason or any reason. Registration Data; Account Security; Third Party Payment Processors In consideration of your use of the Site, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site ("Registration Data"); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to the Company, to keep them accurate, current, and complete; and (d) be fully responsible for all uses of your account and for any actions performed using your account, in each case by you or any other person.


By submitting your banking and other information, you grant the Company the right to store, process, and submit your relevant information to a third party payment processor to facilitate the transfer of funds into and out of your Open Capital Exchange account. You further grant the Company the right to create an account on your behalf with any third party payment processor to facilitate the transfer of funds into and out of your Open Capital Exchange Account. You agree that the Company will not be responsible for any failures of the third party to adequately protect such information. The processing of payments will be subject to the terms, conditions and privacy policies of the third party payment provider in addition to these Terms of Use. You acknowledge that we may change the third party payment processor and move your information to other payment processors.


Proprietary Rights in Site Content; Limited License

Except as provided below and with respect to your own User Content (as defined below) that you legally post on the Site and subject to the applicable third parties’ rights to Third Party Content (as defined below), (A) all content on the Site, including but not limited to designs, text, graphics, pictures, video, information, software, music, sound and other files, and their selection and arrangement (the "Site Content"), are the proprietary property of the Company with all rights reserved and (B) no Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without the Company's prior written permission. Provided that you are eligible for use of the Site and have agreed to these Terms of Use, we hereby grant you a limited, non-exclusive, revocable, non-transferable license to access, use, download, and/or print any portion of the Site Content solely for your personal use, subject to these Terms of Use and any other terms of use or licenses governing the Site. Except for your own User Content, you may not republish Site Content on any internet, intranet or extranet site or incorporate the information in any other database or compilation. The foregoing limited license is subject to and conditioned upon your continuing agreement and compliance with these Terms of Use and does not permit use of any data mining, robots or similar data gathering or extraction methods. Any use of the Site or the Site Content other than as specifically authorized herein, without the prior written permission of the Company, is strictly prohibited and will immediately terminate the license granted herein. Unless explicitly stated herein, nothing in these Terms of Use shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable by us at any time without notice and with or without cause.


Trademarks

Open Capital Exchange and other Company graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of the Company in the U.S. and/or other countries. The Company's trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the Company.


User Content Posted on the Site

You are solely responsible for the photos, profiles, messages, notes, text, information, music, video, advertisements and other materials and content that are submitted through your account or you upload, publish or display (hereinafter, "post") on or through the Service or the Site, or transmit to or share with other Users (your "User Content" and collectively with User Contents of other Users, the "User Contents"). You understand and agree that the Company may, but is not obligated to, review and delete or remove (without notice) any User Contents in its sole discretion, including without limitation, User Contents that in the sole judgment of the Company violate these Terms of Use, might be offensive or illegal, or might violate the rights of, harm, or threaten the safety of, Users or others.


You hereby grant, and you represent and warrant that you have the right to grant, to the Company an irrevocable, prepareetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, modify, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute your User Content for any purpose in connection with the Services, the Site or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of any of the foregoing. You may remove your User Content from the Site at any time. The license granted above will survive the termination of these Terms of Use and your removal of your User Content.


You may review personal information (including credit data) posted by other Users on the Site, but you are not authorized to disclose or otherwise use such information for any purpose other than assessing the creditworthiness of other Users.


User Representations, Warranties, and Covenants

You represent, warrant and covenant that none of your User Content does or will (A) violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or (B) contain libelous, defamatory or otherwise unlawful material. You agree not to: harvest or collect information of Users from the Service or the Site by electronic or other means for the purposes of sending unsolicited communications; use automated scripts to collect information from the Service or the Site or for any other purpose; use the Service or the Site in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Site; upload, post, transmit, share, store or otherwise make available any content that we deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable; register more than one user or membership account or register a user account on behalf of an individual other than yourself; impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity; upload, post, transmit, share or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation; upload, post, transmit, share, store or otherwise make publicly available on the Site any non-public information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers; solicit personal information from anyone under 18 or solicit passwords or personally identifying information for commercial or unlawful purposes; upload, post, transmit, share or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; intimidate or harass other Users; upload, post, transmit, share, store or otherwise make available content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law; or use or attempt to use another's account, service or system without authorization from the Company, or create a false identity on the Service or the Site.


Submissions

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Site or the Service ("Submissions"), provided by you to the Company are non-confidential and shall become the sole property of the Company. The Company shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.


Copyright Complaints

If you believe that any material on the Site infringes upon any copyright which you own or control, you may send a notification of such infringement to:


Open Capital Exchange Inc. 175 Varick St. New York, NY 10014 legal@ocx.co 212-335-0217


To meet the notice requirements under the Digital Millennium Copyright Act, the notification must be a written communication that includes the following: 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 at that site; Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted; A statement that the complaining party has 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 the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Repeat Infringer Policy

In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, the Company has adopted a policy of terminating, in appropriate circumstances and at the Company's sole discretion, the memberships of members who are deemed to be repeat infringers. The Company may also at its sole discretion limit access to the Site and/or terminate the memberships of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

Links to Other Web Sites and Content

The Site contains (or you may be sent through the Site or the Services) links to other web sites ("Third Party Sites"), as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, software and other content belonging to or originating from third parties, including User Contents posted by other Users (collectively, the "Third Party Content"). Such Third Party Sites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Sites accessed through the Site or any Third Party Content posted on the Site, including without limitation the content, accuracy, offensiveness, opinions, reliability or policies of or contained in the Third Party Sites or the Third Party Content. Inclusion of or linking to any Third Party Site or any Third Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third Party Sites, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site.

Consent to Electronic Transactions and Disclosures

Because Open Capital Exchange operates on the internet, it is necessary for you to consent to transact business with us online and electronically. As part of doing business with us, we need you to consent to our giving you certain disclosures electronically, either via our Site or to the email address you provide to us. By agreeing to these Terms of Use, you agree to receive electronically all documents, communications, notices, contracts, and agreements, including any IRS Form 1099, arising from or relating to any loans you may request or receive, your registration as a borrower or lender on our Site, any loans you may fund, your use of this Service, the servicing of your loan, if funded as either a borrower or lender member of Open Capital Exchange (each, a "Disclosure"), from us, whether we are acting in the capacity as borrower, lender, trustee or otherwise. An IRS Form 1099 refers to any Form 1099 or other Form, Schedule or information statement, including corrections of such documents, required to be provided pursuant to U.S. Internal Revenue Service rules and regulations and that may be provided electronically (each, an "IRS Form 1099"). The decision to do business with us electronically is yours. This document informs you of your rights concerning Disclosures.

Electronic Communications. Any Disclosures will be provided to you electronically through Open Capital Exchange.com either on our Site or via electronic mail to the verified email address you provided. If you require paper copies of such Disclosures, you may write to us at the mailing address provided below and a paper copy will be sent to you at your cost. If you do not consent to receive an IRS Form 1099 electronically when you agree to these Terms of Use or subsequently revoke such consent, a paper copy of any IRS Form 1099 required to be delivered to you after the effective time of your failure to consent or revocation of consent will be sent to you at no cost. However, a fee may be charged for any additional or replacement copies of such IRS Form 1099. A request for a paper copy of any Disclosure will not be considered a withdrawal of your consent to receive Disclosures electronically. Any IRS 1099 Forms provided electronically will remain accessible through at least October 15 of the year in which such IRS Form 1099 is made available; after that time the IRS Form 1099 may no longer be accessible electronically. We may discontinue electronic provision of Disclosures at any time in our sole discretion.

Scope of Consent. Your consent to receive Disclosures and transact business electronically, and our agreement to do so, applies to any transactions to which such Disclosures relate, whether between you and Open Capital Exchange. Unless you withdraw your consent in the manner described below, your consent will remain in effect for so long as you are a user of the Site and, if you are no longer a user of the Site, will continue until such a time as all Disclosures relevant to transactions that occurred while you were a user of the Site have been made. Consenting to Do Business Electronically. Before you decide to do business electronically with Open Capital Exchange, you should consider whether you have the required hardware and software capabilities described below.

Hardware and Software Requirements. In order to access and retain Disclosures electronically, you must satisfy the following computer hardware and software requirements: access to the Internet; an email account and related software capable of receiving email through the Internet; a web browser which is SSL-compliant and supports secure sessions; and hardware capable of running this software.

Withdrawing Consent

You may withdraw your consent to receive Disclosures electronically by contacting us at the address below. However, once you have withdrawn your consent you will not be able to post loan requests on our Site. If you have a pending loan request on our Site we will terminate it and remove it from our system. If you have already received a loan, all previously agreed to terms and conditions will remain in effect, and we will send Disclosures to your verified home address provided during registration. If you are a lender member on the Site and you withdraw your consent to receive Disclosures electronically, you may continue to contribute funds to requests on the Site. If you have already purchased one or more loans, all previously agreed to terms and conditions will remain in effect, and we will send Disclosures to your verified home address provided during registration.

If you withdraw your consent to receive IRS Forms 1099 electronically, we will confirm your withdrawal and its effective date in writing by email. Such withdrawal will take effect for the calendar year in which it is made so long as such withdrawal is made before November 1 of such calendar year.

How to Contact Us regarding Electronic Disclosures. You can contact us via email at:

Open Capital Exchange Inc. 175 Varick St. New York, NY 10014 legal@ocx.co 212-335-0217

You will keep us informed of any change in your email or home mailing address so that you can continue to receive all Disclosures in a timely fashion. If your registered email address changes, you must notify us of the change by sending an email to info@ocx.co or calling 212-335-0217.

You also agree to update your registered residence address and telephone number on the Site if they change.

You will print a copy of this Agreement for your records and You agree and acknowledge that you can access, receive and retain all Disclosures electronically sent via email or posted on the Site.

User Disputes

You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users.

Privacy

Please review the Site's Privacy Policy. By using the Site or the Service, you are consenting to have your personal data transferred to and processed in the United States.

Disclaimers

The Company does not guarantee the accuracy of any Third Party Content. Although we provide rules for Users’ conduct and postings, we do not control and are not responsible for what Users post on the Site and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter on the Site or in connection with any Third Party Content. The Company is not responsible for the conduct, whether online or offline, of any Users of the Site or Service. The Company cannot guarantee and does not promise any specific results from use of the Site and/or the Service to obtain a loan.

The Site and the Service may be temporarily unavailable from time to time for maintenance or other reasons. The Company assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User communications. The Company is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or on the Site or combination thereof, including injury or damage to Users or to any other person's computer related to or resulting from participating or downloading materials in connection with the Web and/or in connection with the Service. Under no circumstances will the Company be responsible for any loss or damage, including any loss or damage to any User Content or personal injury or death, resulting from anyone's use of the Site or the Service, any User Content or Third Party Content posted on or through the Site or the Service or transmitted to Users, or any interactions between Users of the Site, whether online or offline.

The Company reserves the right to change any and all content contained in the Site and any Services offered through the Site at any time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by the Company.


TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SERVICES, WEBSITES, AND CONTENT ON OR ACCESSIBLE FROM THE SITE ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.


Limitation on Liability EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED, IN NO EVENT WILL THE COMPANY OR ITS DIRECTORS, OFFICERS, AGENTS, CONTRACTORS, PARTNERS OR EMPLOYEES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SITE OR THE SERVICE OR ANY OF THE SITE CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE SITE, EVEN IF THE COMPANY IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO THE COMPANY FOR THE SERVICE DURING THE TERM OF YOUR MEMBERSHIP; PROVIDED THAT IN NO CASE, EXCEPT AS REQUIRED BY APPLICABLE LAW, WILL THE COMPANY'S LIABILITY TO YOU EXCEED $1000. YOU ACKNOWLEDGE AND AGREE THAT IF NO AMOUNT IS PAID TO THE COMPANY FOR THE SERVICE, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM THE COMPANY, REGARDLESS OF THE CAUSE OF ACTION.


Governing Law; Venue and Dispute Resolution These Terms of Use shall be governed and interpreted pursuant to the laws of the State of New York, United States of America, notwithstanding any principles of conflicts of law. All disputes arising out of or relating to these Terms of Use shall be finally resolved by arbitration conducted in the English language in New York, New York, U.S.A. under the commercial arbitration rules of the American Arbitration Association. The parties hereto shall appoint as sole arbitrator a retired judge who presided in the State of New York. The parties hereto shall bear equally the cost of the arbitration (except that the prevailing party shall be entitled to an award of reasonable attorneys' fees incurred in connection with the arbitration in such an amount as may be determined by the arbitrator). All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding the foregoing, we shall be entitled to seek injunctive relief, security, or other equitable remedies from federal and state courts located in the State of New York or any other court of competent jurisdiction. Under no circumstances shall the arbitrator be authorized to award punitive damages, including but not limited to federal or state statutes permitting multiple or punitive damage awards. Any purported award of punitive or multiple damages shall be beyond the arbitrator’s authority, void, and unenforceable.

Indemnity

You agree to indemnify and hold the Company, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney's fees, arising out of or in connection with your User Content, any Third Party Content you post or share on or through the Site, your use of the Service or the Site, your conduct in connection with the Service or the Site or with other Users of the Service or the Site, any violation of these Terms of Use or of any law or the rights of any third party, or any actions performed using your account.

Assignment

These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by the Company without restriction. Any assignment contrary to this section shall be void.

Survival

Upon termination of these Terms of Use or your access to the Services or Site for any reason or no reason, you will continue to be bound by those provisions of these Terms of Use which, by their nature, should survive termination, including without limitation ownership provisions, warranty disclaimers, indemnity, dispute resolution provisions, and limitations of liability.

Waiver and Severability The failure of the Company to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision in that or any other instance. If any provision of these Terms of Use is held invalid, the remainder of these Terms of Use shall continue in full force and effect. If any provision of these Terms of Use shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.

Additional Information

If you have any questions about these Terms of Use, please contact legal@ocx.co Copyright 2014, Open Capital Exchange Inc., All Rights Reserved.