NCPS announces the release of the AIT, an ERC-20 token for verified accredited investors. Sign-up on Accredited.AM to receive your tokens.

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ABOUT US

North Capital Private Securities Corporation is a registered broker dealer focused on the offering, transaction, and settlement of private securities. The principals of NCPS have been involved in private placements for over 25 years, and pioneered the development of secure website platforms to offer private securities to accredited investors.

FAQ

Who provides the Accredited.AM website service?

The Accredited.AM website is provided by North Capital Investment Technology Inc. ("NCIT"). Verification services are provided by North Capital Private Securities Corporation ("NCPS"), a wholly-owned subsidiary of NCIT registered as a broker-dealer and member of FINRA and SIPC. Because NCPS is a registered broker-dealer, issuers and platforms can rely upon our verification letter for compliance with the verification requirement of rule 506(c), under the SEC's safe harbor guidance.


Who is North Capital?

North Capital refers to a group of companies that develop, operate and distribute financial technology and technology-enabled investment and brokerage services, including the Accredited.AM website. For the purpose of the Accredited.AM website, North Capital may mean any one or both of North Capital Investment Technology Inc. ("NCIT"), which operates the website and provides technology services, North Capital Private Securities Corp. ("NCPS"), a wholly-owned subsidiary of NCIT registered as a broker-dealer and member of FINRA and SIPC.


What is an accredited investor?

Under the Securities Act of 1933, a company that offers or sells its securities must register the securities with the SEC or find an exemption from the registration requirements. The Act provides companies with a number of exemptions. For some of the exemptions, such as rules 505 and 506 of Regulation D, a company may sell its securities to what are known as "accredited investors." Federal securities laws define the term Accredited Investor in Rule 501 of Regulation D as:

  • a bank, insurance company, registered investment company, business development company, or small business investment company;
  • an employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million;
  • a charitable organization, corporation, or partnership with assets exceeding $5 million;
  • a director, executive officer, or general partner of the company selling the securities;
  • a business in which all the equity owners are accredited investors;
  • a natural person who has individual net worth, or joint net worth with the person's spouse, that exceeds $1 million at the time of the purchase, excluding the value of the primary residence of such person;
  • a natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year; or
  • a trust with assets in excess of $5 million, not formed to acquire the securities offered, whose purchases a sophisticated person makes.

From the SEC's website - http://www.sec.gov/answers/accred.htm


Why do I have to verify my accredited status to participate in private placements?

As of September 2013, the SEC requires companies that engage in general solicitation (so-called 506c offerings) of private offerings (and their agents) to take reasonable steps to verify that investors are accredited. Self-accreditation through attestation is not a sufficient basis for an issuer or agent to have a reasonable belief that an investor is accredited. The SEC has provided a non-exclusive "safe harbor" for verification, stating that the issuer will be deemed to have taken reasonable steps if:

  • the issuer reviews IRS forms that report an investor's income for the last two years and obtains a representation that their income will reach the qualifying income level in the current year;
  • the issuer reviews bank or brokerage statements, tax assessments and/or independent appraisal reports, along with a report from a nationwide consumer credit reporting agency to verify liabilities, that confirm the investor's net worth;
  • the issuer obtains a written representation from a registered broker-dealer, a registered investment advisor, a licensed attorney or a CPA that the such person has taken reasonable steps to verify the investor's accredited status;
  • the issuer obtains a certification that an investor who previously purchased securities in an issuer's Reg D private offering prior to the effectiveness of Rule 506(c), that such investor is an accredited investor.

What is an Accredited Investor Verification Letter and why should I have one?

An Accreditation Investor Verification Letter is an official document provided by North Capital Private Securities Corporation, through the Accredited.AM website, that you can provide to third parties to satisfy the Accredited Investor verification requirement under Section 506(c) of Regulation D of the Securities Act of 1933. Because your status is verified by NCPS, a registered broker-dealer, your Letter qualifies as a professional letter that offers safe harbor to issuers and platforms who rely upon it. In addition, a third party recipient can confirm the authenticity of your Verification Letter at the Accredited.AM website.


What types of documentation will North Capital require to verify my status as an Accredited Investor?

If you qualify as an Accredited Investor based on income, you will need to document your income for the past 2 years. Documentation can be in the form of tax returns, W2s or other official documents. Alternatively, you can electronically sign a release form and we will obtain the information directly from the IRS.

If you qualify as an Accredited Investor based on net worth, you will need to provide recent account statements or third party appraisals that show the value of your assets. We will also pull your credit report and deduct any non-mortgage liabilities from the value of your assets. Alternatively, you may electronically obtain your account balances through a third party aggregation service utilized by North Capital, called ByAllAccounts. If you choose this option, you will be directed to the ByAllAccounts website, where you can input the online credentials for your accounts. ByAllAccounts will aggregate your information and report it to North Capital. We never have access to your online credentials.

In lieu of providing income or net assets information, you may provide a professional letter from a licensed CPA, attorney, investment advisor or registered broker-dealer. The letter should state that the professional service provider has a reasonable belief that you are an Accredited Investor. Contact us to obtain model language.


How does North Capital verify my accreditation based on my income?

If you qualify as an Accredited Investor based on income, you will need to document your income for the past 2 years. Documentation can be in the form of tax returns, W2s or other official documents.


How does North Capital verify my accreditation based on my assets?

If you qualify as an Accredited Investor based on net worth, you will need to provide recent account statements or third party appraisals that show the value of your assets. We will also pull your credit report and deduct any non-mortgage liabilities from the value of your assets. Alternatively, you may electronically obtain your account balances through a third party aggregation service utilized by North Capital, called ByAllAccounts. If you choose this option, you will be directed to the ByAllAccounts website, where you can input the online credentials for your accounts. ByAllAccounts will aggregate your information and report it to North Capital. We never have access to your online credentials.


Can you verify my accredited status without seeing my income?

Yes we can. If you qualify as an Accredited Investor based on net worth, you will need to provide recent account statements or third party appraisals that show the value of your account(s). We will also pull your credit report and deduct any non-mortgage debts shown from the value of your assets. Alternatively, you electronically obtain your account balances through a third party aggregation service utilized by North Capital, called ByAllAccounts. If you choose this option, you will be directed to the ByAllAccounts website, where you can input the online credentials for your accounts. ByAllAccounts will aggregate your information and report it to NCPS. We never have access to your online credentials.

In lieu of providing income or net assets information, you may provide a professional letter from a CPA, attorney, investment advisor or registered broker-dealer. The letter should state that the professional service provider has a reasonable belief that you are an Accredited Investor.


What is a professional letter?

A professional letter is an official written communication from a licensed CPA, attorney, investment advisor or registered broker-dealer, stating that the professional service provider has a reasonable belief that you are an Accredited Investor. The communication can be in the form of a traditional letter, or an email, from a principal or officer of the firm. Contact us to obtain model language.


Where can I use my Accredited Investor Verification Letter?

You can provide your Letter to third parties to satisfy the Accredited Investor verification requirement under Section 506(c) of Regulation D of the Securities Act of 1933. Because your status is verified by NCPS, a registered broker-dealer, your Letter qualifies as a professional letter that offers safe harbor to issuers and platforms who rely upon it. In addition, a third party recipient can confirm the authenticity of your Verification Letter at the Accredited.AM website.


Will North Capital perform a credit check on me?

If you qualify as an Accredited Investor based on net worth, we will pull your credit report to verify your liabilities. If you have liquid assets greater than $2 million, we may (in our sole discretion) waive the requirement to pull your credit report.


What personal information will be included in my Accredited Investor Verification Letter?

Your Accredited Investor Verification Letter includes personal-identifying information, such as your name, address, email address, and a unique investor identification number assigned to you by North Capital. There is no specific information about your income or net worth, other than a statement that you have been verified as an Accredited Investor. The Letter also includes an authentication code, so that a recipient can confirm that it is genuine.


Does my Accredited Investor Verification Letter expire?

North Capital does not place a specific expiration date on the Accredited Investor Verification Letter. We will request additional information as necessary to maintain our reasonable belief that you are an Accredited Investor. Issuers or platforms to whom you provide the Letter may maintain their own standards with respect to the timeliness of a professional letter.


How does North Capital Private Securities Corp protect my confidential information?

The protection of your confidential information is one of our highest priorities. Our security measures include a wide range of hardware, software and procedural protocols, including data encryption, communication over SSL, vulnerability/malware scanning, a system of firewalls, and routine security testing and reviews. Our full Privacy Policy can be viewed here.


How will North Capital use my confidential information?

North Capital will not share your confidential information with third parties except with your express permission. North Capital will use your confidential information solely for the purpose of determining your status as an Accredited Investor and to offer you additional services or products that, in our opinion, would be appropriate for an Accredited Investor or a non-accredited investor, as the case may be.


Privacy

NORTH CAPITAL PRIVATE SECURITIES CORPORATION PRIVACY STATEMENT


North Capital's Commitment to Privacy

Effective Date: 11/09/2015

North Capital is committed to protecting your privacy and safeguarding your personal and financial information. The following Privacy Statement explains how North Capital collects, uses and protects your personal information. For the purposes of this Statement, "North Capital" includes North Capital Private Securities Corporation, along with its subsidiaries and affiliates. Independent custodians, brokers, transfer agents, escrow agents, portals and other third-parties generally maintain their own Privacy Policies and are not covered by this Privacy Statement, except as described below. If you have any questions that this Statement does not address, please contact North Capital using the contact form or at info@northcapital.comBy establishing a relationship with North Capital or by using our websites or the website of any of our subsidiaries or affiliates you give your consent to the collection and use of certain personal information as explained in this statement. Any dispute regarding the Privacy Statement is subject to this notice, the Website Terms of Use, and the terms of any other written agreement between you and North Capital, including arbitration of disputes and limitation of damages.

What information does North Capital collect?

North Capital collects and maintains the following personal information required to communicate with you, including your name, mailing address, telephone numbers, and email address. In addition, North Capital requests the following personal information to identify who you are, such as government identification, employer name and address, and Social Security or Employer Identification number. To comply with state and federal laws and regulations, North Capital also collects information to assess your current financial situation, your goals and objectives, and your investment experience, and other factors related to your suitability for certain investments. The information requested may include your approximate annual income, sources of income, approximate net worth, and approximate value of investment assets. If you register through the Website, North Capital may collect certain demographic information, including age, gender, education, occupation, etc. Certain information also is collected automatically, which we store in log files, when you access the Website, including your Internet Protocol (IP) address, browser type, operating system, internet service provider (ISP), pages accessed, and prior and following sites that you view. We do this to improve the services we offer you and to improve site functionality.

What kind of tracking technologies do we use?

North Capital and our partners, affiliates, or analytics or service providers may use tracking technologies such as cookies, beacons, tags, and scripts to analyze trends, administer the website, track users' movements around the website, and to gather demographic information about our user base as a whole. We may receive reports based on the use of these technologies from these companies on an individual or aggregated basis.

We utilize cookies, which are small text files sent from the server to your local computer. Cookies help North Capital by providing operational data that we can use to improve the navigation, usability and content of the Website. Users can control the use of cookies at the individual browser level. If you reject cookies, you may still use our site, but your ability to use some features or areas of our site may be limited.

We use Local Shared Objects, such as Flash cookies to store content information and preferences. Third parties with whom we partner to provide certain features on our website or to display advertising based upon your web browsing activity also use Flash cookies or HTML5 to collect and store information. Various browsers may offer their own management tools for removing HTML5. To manage Flash cookies, please click here: http://www.macromedia.com/support/documentation/en/flashplayer/help/settings_manager07.html

We partner with a third party to manage our advertising on other sites. Our third party partner may use technologies such as cookies to gather information about your activities on this website and other sites in order to provide you advertising based upon your browsing activities and interests. If you wish to not have this information used for the purpose of serving you interest-based ads, you may opt-out by clicking here. Please note this does not opt you out of being served ads. You will continue to receive generic ads.

Frames: Some of our pages utilize framing techniques to serve content to/from our partners while preserving the look and feel of our website. Please be aware that you are providing your personal information to these third parties and not to North Capital.

Social Media Widgets: Our websites include Social Media Features and Widgets, such as the Twitter and LinkedIn interactive mini-programs that run on our website. These Features may collect your Internet protocol address, which page you are visiting on our website, and may set a cookie to enable the Feature to function properly. Social Media Features and Widgets are either hosted by a third party or hosted directly on our website. The privacy statement of the company providing it governs your interactions with these Features.

When does North Capital obtain information about you?

Most of the information collected by North Capital is provided directly by you, by completing the questionnaires and documentation required by North Capital to do business with you. Other ways information may be obtained are by (1) observing your usage of the Website, (2) providing services to you, and (3) collecting information (such as address, occupation, investment risk profile, and other marketing data) available from publicly or commercially available sources, such as online databases We collect this information to help us determine the suitability of products and services for you and to ensure regulatory compliance.

Why does North Capital gather information?

North Capital gathers information about you and your financial situation in order to provide you with services that are appropriate for your particular situation and to ensure compliance with applicable laws and regulations. In addition, North Capital may gather information to help expand the scope and improve the quality of services that North Capital might offer to you now or in the future.

How does North Capital use clients' personal information?

The trust of our clients is our most important asset. North Capital is careful to use personal information only as appropriate to provide clients with premium service while maintaining confidentiality and security. For example, North Capital may use information collected to verify your personal identity and contact details. If the information you provide suggests that other services may be suitable and appropriate, North Capital may offer additional services to you. North Capital also may use the demographic information collected, along with general demographic information provided by third parties, in order to develop additional capabilities and services for clients. Should you elect to terminate your relationship with North Capital, we may disclose your personal information as required by law, such as, to comply with a subpoena, bankruptcy proceedings, or similar legal process when we believe in good faith that disclosure is necessary to protect our rights, protect your safety or the safety of others, investigate fraud, or respond to a government request. We will retain personal data we process on behalf of our TransactAPI clients for as long as needed to provide services to them. North Capital will retain this personal information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements.

What information may be shared with affiliates, partners, and third-party service providers?

North Capital will share your personal information with third parties only in the ways that are described in this privacy statement. We may share your personal information with affiliates, partners and third-party service providers if the information is required to provide a service you have requested or to provide you the opportunity to participate in the products or services offered by the affiliates. The use of your personal information is limited to the purposes identified in North Capital's agreement with the affiliate, partner or third-party service provider, although you may be asked to agree to additional terms including acknowledging additional privacy terms, as a condition of accepting the provision of services. An affiliate is a company that North Capital owns or controls or is under common control. North Capital may share information related to the services provided to you, such as name, email address, mailing address, date of birth, employment status, and general account and demographic information. North Capital does not share information with affiliates other than the type of information described above. A partner or third-party service provider is a firm contracted by North Capital to support certain functions of the business, such as transaction posting, information dissemination, internet marketing, account processing, research, due diligence, reporting, information technology support, transfer agency, escrow, or custodial services. Use of any shared information is strictly limited to the provision of the contracted service, and all partners and third-party service providers with whom personal information is shared are required to protect such information in a manner similar to the way we protect such information, including restricting its dissemination except as necessary to provide the contracted service. Within our TransactAPI platform, transfers to subsequent third parties are covered by the service agreements with our TransactAPI clients.

Any personal information that you provide directly to another company that also is a partner or third-party service provider to North Capital will no longer be controlled under our Privacy Statement. North Capital also reserves the right to disclose your personal information to regulatory, law enforcement or other government authorities, and as necessary to protect our rights or property. Notwithstanding the foregoing, North Capital's privacy policy is subject to applicable laws and regulations, including FINRA regulations, which may impose more stringent requirements than those outlined above. In the case of any conflict between this policy and applicable laws and regulations, the laws and regulations will prevail. If you do not want us to share your personal information with these companies, contact us at info@northcapital.com

Does North Capital's Privacy Statement apply to other websites linked to the Website?

No. North Capital is not responsible for the privacy policies or the content of sites that link to or are linked to our Websites, and has no control of the use or protection of any information provided by you or collected by those sites. Whenever you follow a URL to a linked Website, you may be asked to provide registration or other information. Please note that the information you are providing is going to a third party, and you should familiarize yourself with the privacy policy provided by that third party.

What steps does North Capital take to safeguard clients' personal information?

North Capital utilizes a broad array of security software, systems, and operational procedures to ensure the confidentiality and safety of your personal information. While no security system is flawless, North Capital is regularly reviewing and upgrading the security technology and procedures that safeguard your confidential information. If you access the Website, a unique login identifier and password will be maintained for your online account access. You are responsible for keeping this information secret. You also may be offered online access to information related to your account through a third party service provider, such as an investment portal, advisor, custodian, transfer agent, or escrow agent. In such case you are responsible for safeguarding the credentials provided by such third party.

Will I be able to review, change, delete or correct my information?

Yes. Personal identifying information may be reviewed, changed, or corrected at any time. Your personal information cannot be deleted due to our regulatory compliance obligations. However, if you request that we no longer use your personal information, it will be maintained for regulatory archival purposes only. You are responsible for maintaining the accuracy and completeness of your personal and other information. Please review your information at regular intervals to ensure that it is accurate and complete. If you would like to review your personal information, or request deletion of your personal information, or if you believe that any of the information you have provided may be incorrect or out of date, or if you have any other questions or concerns regarding your personal information or regarding this Privacy Statement, please contact us using the Contact tab or email info@northcapital.com.

North Capital may not have any direct relationship with the individuals whose personal data it processes on TransactAPI. In such instance, an individual who seeks access, or who seeks to correct, amend, or delete inaccurate data should direct his query to North Capital's client (the data controller). If requested to remove data we will respond within a reasonable timeframe.

Our blog is managed by a third party application that may require you to register to post a comment. We do not have access or control of the information posted to the blog. You will need to contact or log in to the third party application if you want your personal information that was posted to the comments section removed. To learn how the third party application uses your information, please review their privacy statement.

If you wish to subscribe to our newsletter(s), we will use your name and email address to send the newsletter to you. You may choose to stop receiving our newsletter or marketing emails by following the unsubscribe instructions included in these emails, accessing the email preferences in your account settings page, or you can contact us at info@northcapital.com

If you choose to use our referral service to tell a contact about a blog post, we will ask you for your contact's name and email address. We will automatically send your contact a one-time email inviting him or her to visit the blog. North Capital stores this information for the sole purpose of sending this one-time email and tracking the success of our referral program.

Your contact may contact us at info@northcapital.com to request that we remove this information from our database.

How will I know if there are any changes to this Privacy Statement?

In the event that North Capital makes any material changes to this Privacy Statement, the revised Privacy Statement will be posted to the Website along with a notice informing you of such changes. In addition, this Privacy Statement has an effective date displayed at the beginning of this statement indicating when it first came into effect. You should review this Privacy Statement at regular intervals to remain informed of any changes. You agree that the act of posting a revised Privacy Statement electronically on the Website satisfies any obligation of North Capital to physically deliver the Privacy Statement to you.



Contact us
North Capital
623 E Fort Union Blvd Ste 101,
Salt Lake City, UT 84047
info@northcapital.com
https://www.northcapital.com/contact-us/

Terms of Use

1. Terms of Use of Accredited.AM Services.

Your use of Accredited. AM services, including web sites, content, products, software and other services (referred to collectively as the "Website" in this document and excluding any services provided to you under any separate written agreement) is subject to a legal agreement that incorporates the following terms and conditions (referred to as the "Terms of Use," or the "Agreement") between you and North Capital Investment Technology, Inc., a Delaware Corporation (referred to as "NCIT" or the "Company").

This document sets forth the Terms of Use and conditions of the Agreement. The Agreement incorporates by reference any and all Legal Notices applicable to the Website, in addition to the Terms of Use herein. Any such Legal Notices will be accessible for you to read either within, or through your use of, the Website.

Unless otherwise agreed in writing, your agreement with NCIT will always include, at a minimum, the Terms of Use and conditions set forth in this document.

This Agreement, including the additional Legal Notices, forms a legally binding contract between you and the Company in relation to your use of the Website. It is important that you take the time to read all of the documents carefully. If there is any contradiction between what the Legal Notices say and what the Agreement says, then the Legal Notices shall take precedence in relation to that part of the Website.

The Website may include links to other web sites or services provided by unaffiliated third parties. If you choose to access such web sites or services via the Website, then your use of Website requires you to accept the Terms of Use related to the other services. You are encouraged to carefully review these Terms of Use and conditions before using the Accredited.AM Website.

2. Accepting the Terms of Use.

In order to use the Accredited.AM Website, you must first agree to these Terms of Use. You may not use the Website if you do not accept the Terms of Use and you must discontinue the use of the Website if you do not continue to accept the Terms of Use. You accept the Terms of Use by actually using the Website. You understand and agree that your first use of the Website will be treated as acceptance of the Terms of Use from that point forward.

You may not use the Website and may not accept the Terms of Use if you are not of legal age to form a binding contract with NCIT, or if you are a person barred from receiving access to the Website under the laws of the United States or other countries including the country in which you are resident or from which you use the Website, or if you have been denied the use of the Website.You are encouraged to save a local copy of this Agreement and any additional Legal Notices for your records.

3. Provision of the Website.

You understand and agree that affiliates and service providers of NCIT, including subsidiaries, parent companies, companies under common control with NCIT, and / or companies with whom NCIT has contracted, may provide the Website to you, that the form and substance of the Website provided to you may change from time to time without prior notice to you, and that NCIT may stop (permanently or temporarily) providing the Website (or any features within the Website) to users generally or you specifically at the Company's sole discretion, without prior notice.

You understand and agree that if NCIT disables your access to the Website, you may be prevented from accessing the Website, your account details or any files or other content that is contained in your account.There is no service-level agreement (an "SLA") with the Company or the Website. You understand and agree that the Website may not be available from time to time due to maintenance or service or network disruptions, and by your use of the Website you agree to hold harmless the Company for any such service interruptions.

4. Your use of the Accredited.AM Website

In order to access the Website, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Website, or as part of your continued use of the Website. You agree that any registration information you provide will always be truthful, accurate, and up to date.You agree to use the Website only for purposes that are permitted by (a) the Terms of Use and (b) any applicable law or regulation in the relevant jurisdiction (including any laws regarding the export of data or software to and from the United States or other relevant countries).

You agree not to access (or attempt to access) the Website by any means other than through the interface that is provided by NCIT unless you have been specifically allowed to do so in a separate agreement with the Company. You specifically agree not to access (or attempt to access) any element of the Website through any automated means (including use of scripts or web crawlers) and shall ensure that you comply with the instructions in any robots.txt file present in the root directory of the Website. You agree that you will not engage in any activity that interferes with or disrupts the Website (or the servers and networks that host the Website or that are connected with any elements thereof).

Unless you have been specifically permitted to do so in a separate agreement with the Company, you agree that you will not reproduce, duplicate, copy, sell, trade or resell any of the elements or content of the Website for any purpose. You agree that you are solely responsible for (and that the Company has no responsibility to you or to any third party for) any breach of your obligations under the Terms of Use and for the consequences (including any loss or damage that the Company may suffer) of any such breach.

5. Your passwords and security

You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any credentials you use to access the Accredited.AM Website. Accordingly, you agree that you will be solely responsible for all activities that occur under your credentials. If you become aware of any unauthorized use of your password or of your account, you agree to notify the Company promptly.

6. Privacy and your personal information

For information about NCIT's data protection practices, please refer to the Privacy Policy, which explains how your information will be treated and your privacy will be protected when you use the Website.

You agree to the use of your data in accordance with the NCIT Privacy Policy and the privacy policies related to other services provided as a part of the Accredited.AM Website. You are encouraged to review these policies prior to using the Website.

You understand and agree that NCIT is not responsible for the privacy or security of any information that you provide to third parties via the Website.

7. Content in the Website

You understand that all information (such as data files, written text, publications, images) that you may have access to as part of, or through your use of, the Website are the sole responsibility of the person from which such content originated. All such information is referred to as the "Content."

You should be aware that Content presented to you as part of the Website may be protected by intellectual property rights that are owned by providers of that Content (or by other persons or companies on their behalf), and may be subject to confidentiality provisions. You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless you have been specifically told that you may do so by the Company and by the owners of that Content, in a separate agreement.

You agree that you are solely responsible for (and that NCIT has no responsibility for) any Content that you create, transmit or display while using the Website and for the consequences of your actions (including any loss or damage that the Company may suffer) by doing so.

8. NCIT's Rights

You recognize and agree that the Company or its licensors own certain legal right, title and interest in and to the Website, including any intellectual property rights that subsist in the Website (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further understand and agree that the Website may contain information that is designated confidential by the Company or its licensors and that you shall not disclose such information without the Company's prior written consent.

Unless you have agreed otherwise in writing with the Company, nothing in the Terms of Use gives you a right to use any of the Company's trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.

Other than the limited license set forth in Section 10, the Company understands and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms of Use in or to any Content that you submit, post, transmit or display on, or through, the Website, including any intellectual property rights that subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing, you agree that you are responsible for protecting and enforcing those rights and that the Company has no obligation to do so on your behalf.You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) that may be affixed to or contained within the Website.

Unless you have been expressly authorized to do so in writing, you agree that in using the Website, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.

9. Your License to use the Accredited.AM Website.

The Company gives you a personal, worldwide, non-assignable and non-exclusive license to use the Website provided to you by NCIT and its licensors. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Website, in the manner permitted by the Terms of Use.

You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Website or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by the Company, in writing.

You may not assign (or grant a sub-license of) your rights to use the Website, grant a security interest in or over your rights to use the Website, or otherwise transfer any part of your rights to use the Website.

Certain software utilized by the Company may be licensed by the Company under the GNU General Public License or other public licenses. Nothing in this provision shall be construed as abrogating any rights of anyone to use software that has been used by NCIT under such public license.

10. Content license from you.

You retain copyright and any other rights you already hold regarding Content that you may be permitted to publicly submit, post or display on or through the Website.

By submitting, posting or displaying the content you give the Company a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute any Content that you submit, post or display on or through, the Website.

You agree that this license includes a right for the Company to make such Content available to other companies, organizations or individuals with whom the Company has relationships in connection with the provision of the Website.You understand that the Company may (a) transmit or distribute your Content over various public networks and in various media; and (b) make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media. You agree that this license shall permit the Company to take these actions. You confirm and warrant to the Company that you have all the rights, power and authority necessary to grant the above license.

11. Software updates.

NCIT may offer proprietary software in conjunction with the Website, and it is possible that such Software may automatically download and install updates from time to time. These updates are designed to improve, enhance and further develop the Website and may take the form of bug fixes, enhanced functions, new software modules and completely new versions.

You agree to receive such updates (and permit the Company or its designee to deliver these to you) as part of your use of the Website.

12. Terminating your use of the Website

The Terms of Use will continue to apply until terminated by either you or the Company as set forth below. If you want to terminate your legal agreement to use the Website, you may do so by notifying the Company in writing. The Company may at any time, terminate its legal agreement with you if:

(1) You have breached any provision of the Terms of Use (or have acted in a manner that clearly shows that you do not intend, or are unable, to comply with the provisions of the Terms of Use); or

(2) the Company is required to do so by law (for example, where the provision of the Website to you is, or becomes, unlawful); or

(3) any partner or affiliate with whom NCIT offered the Website to you has terminated its relationship with the Company or ceased to offer elements of the Website to you; or

(4) the provision of the Website to you by the Company is, in the Company's sole opinion, no longer commercially viable.

Nothing in this Section shall affect the Company's rights regarding provision of the Website under theseTerms of Use. When these Terms of Use come to an end, all of the legal rights, obligations and liabilities that you and the Company have benefited from, been subject to (or which have accrued over the duration of the contract) or which are expressed to continue indefinitely, shall not be affected by this cessation.

13. EXCLUSION OF WARRANTIES.

NOTHING IN THESE TERMS OF USE, INCLUDING SECTIONS 13 AND 14, SHALL EXCLUDE OR LIMIT THE COMPANY'S WARRANTY OR LIABILITY FOR LOSSES THAT MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS OF USE, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS THAT ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND EVISOR'S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK AND THAT THE WEBSITE IS PROVIDED "AS IS" AND "AS AVAILABLE." IN PARTICULAR, EVISOR, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:

(1) YOUR USE OF THE WEBSITE WILL MEET YOUR REQUIREMENTS,

(2) YOUR USE OF THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,

(3) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE WEBSITE WILL BE ACCURATE OR RELIABLE, AND

(4) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE WEBSITE WILL BE CORRECTED.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE COMPANY OR THROUGH OR FROM THE WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF USE.

THE COMPANY FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

14. LIMITATION OF LIABILITY.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE COMPANY, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;ANY LOSS OR DAMAGE THAT MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:

(1) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE WEBSITE;

(2) ANY CHANGES THAT THE COMPANY MAY MAKE TO THE WEBSITE, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE WEBSITE (OR ANY FEATURES WITHIN IT);

(3) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE WEBSITE;

(4) YOUR FAILURE TO PROVIDE THE COMPANY WITH ACCURATE ACCOUNT INFORMATION;

(5) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;

THE LIMITATIONS ON THE COMPANY'S LIABILITY TO YOU SHALL APPLY WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

15. Other content

The Website includes hyperlinks and embedded frames linked to other web sites, content and resources. NCIT may have no control over any web sites, content or resources that are provided by companies or persons other than NCIT.

You understand and agree that NCIT is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.

You understand and agree that NCIT is not liable for any loss or damage that may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.

16. Changes to the Terms of Use.

NCIT may make changes to these Terms of Use from time to time. When these changes are made, any new or revised Terms of Use will be made available to you from within, or through, the Website. You understand and agree that if you use the Website after the date on which the Terms of Use have changed, NCIT will treat your use as acceptance of the updated Terms of Use.

17. General legal Terms of Use.

Sometimes when you use the Website, you may (as a result of, or through your use of the Website) use a service, download a piece of software, or purchase goods that are provided by another person or company.

Your use of these other services, software or goods may be subject to separate terms between you and the company or person concerned. If so, the Terms of Use do not affect your legal relationship with these other companies or individuals.

This Agreement (including the additional Legal Notices incorporated by reference) constitute the whole legal agreement between you and NCIT and govern your use of the Accredited.AM Website (but excluding any services that the Company or its affiliates may provide to you under a separate written agreement), and completely replace any prior agreements between you and NCIT in relation to the Website..

You agree that NCIT may provide you with notices, including those regarding changes to the Terms of Use, by email or postings on the Website.You agree that if NCIT does not exercise or enforce any legal right or remedy that is contained in the Terms of Use (or that the Company has the benefit of under any applicable law), this will not be taken to be a formal waiver of NCIT's rights and that those rights or remedies will still be available to the Company.If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms of Use is invalid, then that provision will be severed from the Terms of Use without affecting the rest of the Terms of Use. The remaining provisions of the Terms of Use will continue to be valid and enforceable.

You understand and agree that each company that is a subsidiary or affiliate of NCIT shall be a third-party beneficiary to the Terms of Use and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms of Use that confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third-party beneficiaries to the Terms of Use.

Your relationship with NCIT under this Agreement, shall be governed by the laws of the State of California without regard to its conflict of laws provisions. You and NCIT agree to submit to the exclusive jurisdiction of the courts located within the county of San Francisco, California to resolve any legal matter arising from the Terms of Use. Notwithstanding this, you agree that NCIT shall still be allowed to apply for preliminary injunctive relief (or an equivalent type of urgent legal relief) in any jurisdiction.