OIX Terms of Use

PLEASE READ THESE TERMS OF USE (“AGREEMENT”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY THE ONLINE INCENTIVE EXCHANGE, LLC, A DELAWARE LIMITED LIABILITY COMPANY (“COMPANY” OR “OIX”). BY VISITING THE OIX OR USING THE SERVICES IN ANY MANNER, YOU (BOTH FOR YOURSELF AND ON BEHALF OF THE ENTITY YOU REPRESENT) AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY AND A PARTY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU HAVE NO RIGHT TO USE THE WEBSITE OR SERVICES. USE OF COMPANY’S SERVICES IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS.

1. ACCESS TO THE SERVICES. TheOIX.com website and domain name and any other linked pages, features, content, software, or application services (including without limitation any mobile application services) offered from time to time by Company in connection therewith (collectively, the “Services”) are owned and operated by Company. The term “Services” includes, without limitation, use of the Website, any service Company performs for you and the Content (as defined below) offered by Company on the Website. In order to gain full access to the Services and the OIX Marketplace and Platform (“Platform”) a company must become a member of the OIX (“Member” or “Membership’). In exchange for Membership on the OIX, Members have the right to use the Platform to buy, sell or finance tax credits, utilize informational tools provided by the OIX, obtain data on the tax credit markets, and gain access to the network of professional “service providers” offering services to the OIX community. Company may change, suspend or discontinue the Services at any time, including the availability of any feature, database, or Content. Company may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. Company reserves the right, in its sole discretion, to modify this Agreement at any time by posting a notice on the Services, or by sending you a notice via email or postal mail. You shall be responsible for reviewing and becoming familiar with any such modifications. Your use of the Services following such notification constitutes your acceptance of the terms and conditions of this Agreement as modified.

Company does not knowingly collect or solicit personal information from anyone under the age of 18 or knowingly allow such persons to register for the Services. If you are under 18, please do not attempt to register for the Services or send any information about yourself to us, including your name, address, telephone number, or email address. No one under age 18 may provide any personal information to Company or on the Services. In the event that we learn that we have collected personal information from a child under age 18 without verification of parental consent, we will delete that information as quickly as possible. If you believe that we might have any information from or about a child under 18, please contact us at (855) INFO-OIX (463-6649).

You represent and warrant to Company that: (i) you are of legal age to form a binding contract or have your parent’s permission to do so, and you are at least 18 years or age or older; (ii) all registration information you submit is accurate and truthful; and (iii) you will maintain the accuracy of such information. You also certify that you are legally permitted to use and access the Services and take full responsibility for the selection and use of and access to the Services. This Agreement is void where prohibited by law, and the right to access the Services is revoked in such jurisdictions.

2. SERVICES, CONTENT AND INTELLECTUAL PROPERTY RIGHTS. The Services, and their contents may only be used in accordance with the terms of this Agreement. All materials displayed or performed on the Services (including, but not limited to text, graphics, articles, photographs, images, illustrations (also known as the “Content,”)) are protected by copyright. You shall abide by all copyright notices, trademark rules, information, and restrictions contained in any Content accessed through the Services, and shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever any Content or third party submissions or other proprietary rights not owned by you: (i) without the express prior written consent of the respective owners, and (ii) in any way that violates any third party right. The Services are protected by copyright as collective works and/or compilations, pursuant to U.S. copyright laws, international conventions, and other intellectual property laws. You will not permit any third party to: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, or algorithms of the Services or any software, documentation or data related to the Services (“Software”) (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law). You may not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section 2), create derivative works based on, distribute, perform, display, or in any way exploit, any of the Content, software, materials, or Services in whole or in part. Except as expressly set forth herein, Company alone (and its licensors, where applicable) will retain all intellectual property rights relating to the Services (and Company’s software) or any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any third party relating to the Services and/or the Software, which are hereby assigned to the Company. You will not copy, distribute, reproduce or use any of the foregoing except as expressly permitted under this Agreement.

You understand that all information publicly posted or privately transmitted through the Services is the sole responsibility of the person from which such content originated and that Company will not be liable for any errors or omissions in any content. Company cannot guarantee the authenticity of any data which users or merchants may provide about themselves. You acknowledge that all Content accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom.

Under no circumstances will Company be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred in connection with use of or exposure to any Content posted, emailed, accessed, transmitted, or otherwise made available via the Services. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Services or Software, or any intellectual property rights

3. RESTRICTIONS, REPRESENTATIONS, WARRANTIES AND COVENANTS. You warrant, represent and agree that you will not use the Services in a manner that (i) infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party; (ii) violates any law, statute, ordinance or regulation; (iii) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable; (iv) involves commercial activities and/or sales without Company’s prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes; (v) impersonates any person or entity, including without limitation any employee or representative of Company; or (vi) contains a virus, trojan horse, worm, time bomb, or other harmful computer code, file, or program. Company reserves the right to remove any Content from the Services at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if Company is concerned that you may have breached the immediately preceding sentence), or for no reason at all. You, not Company, remain solely responsible for all Content that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Services, and you warrant that you possess all rights necessary to provide such content to Company and to grant Company the rights to use such information in connection with the Services and as otherwise provided herein.

All information (including, without limitation, market data, pricing, or the identity of any other Members) that you learn or obtain through the Services constitutes as “Confidential Information.” You shall not reproduce, retransmit, disseminate, sell or distribute, and agrees to keep confidential, all Confidential Information and you will not use Confidential Information for any purpose except those purposes allowed under this Agreement.

You are responsible for all of your activity in connection with the Services. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your right to access or use the Services. You may not post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any other user of the Services. Use of the Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material (including material that may be considered threatening or obscene), or engage in any kind of illegal activity is expressly prohibited. You will not run Maillist, Listserv, any form of auto-responder, or “spam” on the Services, or any processes that run or are activated while you are not logged on to the Services, or that otherwise interfere with the proper working of or place an unreasonable load on the Services’ infrastructure. Further, the use of manual or automated software, devices, or other processes to “crawl,” “scrape,” or “spider” any page of the Services is strictly prohibited. You will not decompile, reverse engineer, or otherwise attempt to obtain the source code of the Services. You will be responsible for withholding, filing, and reporting all taxes, duties and other governmental assessments associated with your activity in connection with the Services.

You have undertaken all acts necessary for the authorization, execution and delivery of this Agreement and all information provided by you, whether in your Membership Application Form or otherwise in connection your Membership on, or use of, the OIX, is true, accurate and correct in all material respects. You (i) are knowledgeable and experienced with respect to the financial, tax and business aspects of the transfer or financing of tax credits and is capable of evaluating the risks and merits of transferring, acquiring or financing tax credits, and, in making a decision to proceed with transactions contemplated by this Agreement, has not relied upon any representations, warranties or agreements, other than those set forth in this Agreement; (ii) can bear the economic risk of transactions contemplated; and (iii) have consulted with your own investment advisors, attorneys or accountants about the transfer or financing of tax credits on the OIX and its suitability to you. You will notify the Company immediately if any representation or warranty made by you in this Agreement materially changes or ceases to be true, accurate and correct in any material respect.

You shall not complete a transaction outside of the Services with the specific intent to circumvent payment of Fees to OIX if you first became aware of a transaction opportunity through your use of the Services. Notwithstanding the forgoing, if Members have pre-existing relationships with other Members and do not learn of a transaction opportunity through the use of the Services then Members are free to conduct business with one another outside of the Services and not subject to the OIX Fees.

4. WARRANTY DISCLAIMER. Company has no special relationship with or fiduciary duty to you. You acknowledge that Company has no control over, and no duty to take any action regarding: which users gain access to the Services; what Content you access via the Services; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You acknowledges that the Company (i) does not and will not provide any legal, tax, estate planning or accounting advice or any other advice regarding the suitability, profitability or appropriateness of any purchase, sale or financing of any tax credit, (ii) has not undertaken and will not undertake an independent evaluation of whether buying, selling or financing tax credits is appropriate for you, (iii) information provided in connection with its use of the Services will not be used or considered by you as a recommendation, offer or a solicitation of an offer, to buy, sell or hold a particular tax credit or pursue any strategy regarding the purchase, sale or financing of tax credits by Company. You release Company from all liability for you having acquired or not acquired Content through the Services. Company makes no representations concerning any content contained in or accessed through the Services, and Company will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Services. Company makes no representations or warranties regarding the accuracy of descriptions anywhere on the Services, or regarding suggestions or recommendations of services or products offered or purchased through the Services. Products and services purchased (whether or not following such recommendations and suggestions) are provided “AS IS” without any warranty of any kind from Company or others unless, with respect to others (only), otherwise made expressly and unambiguously in writing by a designated third party for a specific product or service. THE SERVICES, CONTENT, PRODUCTS AND SERVICES OBTAINED THROUGH THE SERVICES, AND ANY SOFTWARE ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

5. PRIVACY POLICY. For information regarding Company’s treatment of personally identifiable information, please review Company’s current Privacy Policy (located in the footer and in the Member’s Dashboard on the Services), which is hereby incorporated by reference; your acceptance of this Agreement constitutes your acceptance and agreement to be bound by Company’s Privacy Policy.

6. REGISTRATION AND SECURITY. As a condition to using some aspects of the Services, you may be required to register with Company and select a password and user name (“Company User ID”). You shall provide Company with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of your account. You may not (i) select or use as a Company User ID a name of another person with the intent to impersonate that person; or (ii) use as a Company User ID a name subject to any rights of a person other than you without appropriate authorization. Company reserves the right to refuse registration of or cancel a Company User ID in its discretion. You shall be responsible for maintaining the confidentiality of your Company User ID and password. If you become aware of any deliberate or inadvertent disclosure, loss, theft or unauthorized use of your Company User ID and password, you must notify the Company immediately and request a new Company User ID and password. You may not access or attempt to access the Services using the Company User ID and password of any other user, or permit any other person or entity to access or attempt to access the Services using your Company User ID and password. In order to maintain Membership on the OIX, you are required to maintain an active email account and you must inform the Company of any changes to your registered email address within 24 hours of said change.

7. INDEMNITY. You will indemnify and hold Company, its parents, subsidiaries, affiliates, officers, and employees harmless (including, without limitation, from all damages, liabilities, settlements, costs and attorneys’ fees) from any claim or demand made by any third party due to or arising out of your access to the Services, use of the Services, your violation of this Agreement, or the infringement by you or any third party using your account of any intellectual property or other right of any person or entity, or any breach of warranty or representation, or nonfulfillment of any agreement or covenant on the part of you or any of your representatives or affiliates under this Agreement, or from any misrepresentation in or omission from any certificate, schedule, statement, document or instrument furnished by you. The Company hereby agrees to be responsible for, reimburse, indemnify, defend, and hold harmless, and release you and your Successors in Interest, from and against and in respect of any Adverse Consequences (including those that if successful would constitute an indemnifiable claim), incurred or suffered by you or your Successors in Interest, whether or not involving a third party claim, that result from, relate to or arise out of any breach of warranty or representation, or nonfulfillment of any agreement or covenant on the part of the Company or any of its representatives under this Agreement.

8. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING ELSE HEREIN TO THE CONTRARY, TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL THE ONLINE INCENTIVES EXCHANGE, LLC OR ANY OF ITS SUCCESSORS IN INTEREST BE LIABLE TO ANY INDIVIDUAL OR ENTITY WITH RESPECT TO THE OIX SYSTEM OR THE SUBJECT MATTER OF THIS AGREEMENT, OR UNDER ANY CONTRACT THAT A MEMBER ENTERS INTO WITH ANOTHER MEMBER, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE FEES PAID BY SUCH INDIVIDUAL OR ENTITY TO THE OIX DURING THE 12-MONTH PERIOD PRECEDING THE APPLICABLE CLAIM AND THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY; (II) FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF BUSINESS OR OTHER ECONOMIC DAMAGE); (III) FOR DATA LOSS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (IV) FOR ANY TECHNICAL PROBLEMS, FAILURES OR MALFUNCTIONS OF THE OIX SYSTEM, ACCESS OR CAPACITY PROBLEMS, HIGH INTERNET TRAFFIC, INTERRUPTIONS DUE TO SCHEDULED OR UNSCHEDULED MAINTENANCE, UPGRADING OR REPAIRS, SECURITY BREACHES OR UNAUTHORIZED ACCESS WHICH ARE BEYOND THE COMPANY’S REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. YOU AGREE THAT YOU MAY NOT BRING ANY ACTION AGAINST THE OIX UNLESS YOU BRING SUCH ACTION WITHIN 1 YEAR OF THE OCCURRENCE OR LACK OF OCCURRENCE OF THE ACT OR OMISSION COMPLAINED OF.

9. FEES AND PAYMENT. Company reserves the right to require payment of fees for certain or all Services, including transaction fees associated with your use of selling tax credits on the Platform. You shall pay all applicable fees as described on the Platform in the “OIX Customer Assist” section in connection with such Services selected by you. Company reserves the right to change its price list and to institute new charges at any time, upon notice to you, which may be sent by email or posted on the Services. Your use of the Services following such notification constitutes your acceptance of any new or increased charges. Any fees paid hereunder are non-refundable.

10. USE OF THE OIX MARKETPLACE AND INTERACTION WITH THIRD PARTIES. As part of the Services, only those Members who qualify for “direct market access” (“DMA Member”) can transact freely on the Platform, and non-DMA Members who wish to buy, sell or monetize on the Platform can place an “order” with OIX “Customer Assist” and Customer Assist will execute on behalf of a Member. All Members of the OIX who intend to transact on the Platform are bound by the rules and procedures of the Platform (the “Rules”, which are located in the Member’s Dashboard on the Services, and which may be modified or updated by the Company from time to time) and by accepting Membership and this Agreement constitutes your acceptance and agreement to the Rules.

The Services may contain links to third party websites or services (“Third Party Websites”) that are not owned or controlled by Company, such as government agency websites. When you access Third Party Websites, you do so at your own risk. You hereby represent and warrant that you have read and agree to be bound by all applicable policies of any Third Party Websites relating to your use of the Services and that you will act in accordance with those policies, in addition to your obligations under this Agreement. Company has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any Third Party Websites. In addition, Company will not and cannot monitor, verify, censor or edit the content of any Third Party Website. By using the Services, you expressly relieve and hold harmless Company from any and all liability arising from your use of any Third Party Website.

Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Company shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. If there is a dispute between participants on this site, or between users and any third party, you understand and agree that Company is under no obligation to become involved. In the event that you have a dispute with one or more other users or third parties, you hereby release Company, its officers, employees, agents, and successors in rights from claims, demands, and damages (actual and consequential) of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”

11. TERMINATION. This Agreement shall remain in full force and effect while you use the Services. You may terminate your use of the Services or your Membership at any time. Company may terminate or suspend your access to the Services or your Membership at any time, for any reason, and without warning, which may result in the forfeiture and destruction of all information associated with your Membership. Company may also terminate or suspend any and all Services (and/or access thereto) immediately, without prior notice or liability, if you breach any of the terms or conditions of this Agreement. Upon termination of your account, your right to use and access the Services and any Content will immediately cease. All provisions of this Agreement which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.

12. MISCELLANEOUS. The failure of either party to exercise, in any respect, any right provided for herein shall not be deemed a waiver of any further rights hereunder. Company shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Company’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference). If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by you except with Company’s prior written consent. Company may transfer, assign or delegate this Agreement and its rights and obligations without consent. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. Notwithstanding anything else, you may not provide to any person or export or re-export of the services of the OIX or any software or anything related to the OIX or any direct product thereof (collectively “Controlled Subject Matter”), in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. The Company may, at its sole discretion, list your company name and/or logo within the Services or within the “OIX Membership Roster” which may be publicly displayed on the Services, however, you may request by email that your company listing be deleted from the Roster or the Services, and if so requested, your Company’s name will be removed from the Roster. All communications between you and the Company shall be via electronic mail (“email”) to the registered email address of the Member. In addition, the OIX may communicate with you by posting information on the Services, including confirmations, amendments to this Agreement, Rules, Privacy Policy and policies, notices, and any correspondence relating to your Membership account, and you shall be bound by all communications contained therein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind Company in any respect whatsoever. Headings for each section have been included above for your convenience, but such headings do not have any legal meaning, and may not accurately reflect the content of the provisions they precede.

13. ARBITRATION; GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to the conflict of laws provisions thereof. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in New York, using the English language in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Streamlined Arbitration Rules and Procedures of JAMS. Judgment upon the award so rendered may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in the Southern District of New York.

14. CONTACT. If you have any questions, complaints, or claims with respect to the Services, you may contact us at The Online Incentives Exchange LLC, (855) INFO-OIX (463-6649) or membership@theoix.com.

Effective: June 1, 2016

OIX - The Online Incentives Exchange

The OIX provides integrated technology solutions for tax credit & incentive management, administration and monetization. The OIX is the only provider that offers secure cloud-based technology, and white label solutions coupled with compliance, workflow and reporting tools which are a must-have for any business!