Terms & Conditions
NCI Website Terms of Service
Last Updated: October 4, 2022
Nations Capital, Inc. (“NCI”, “we”, “us”, or “our”) and/or its service providers operate and maintain the websites, located at https://www.nationscapitalinc.com/, https://www.nciassets.com/, and https://www.nci.direct/, the mobile and touch versions, and any sites that reference or link to these Terms of Service (collectively, the “Site”). NCI and/or its service providers provide the information, content, assets, offerings, services, and related features available through the Site (collectively, the “Services”) to you, subject to these Terms of Service (these “Terms”). These Terms establish the terms, conditions, rights, and responsibilities applicable to your access to and use of the Site and Services.
PLEASE CAREFULLY REVIEW THE ARBITRATION PROVISION SET FORTH IN SECTION 15 BELOW (“ARBITRATION AND DISPUTE RESOLUTION AGREEMENT”), AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH US ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. BY VIRTUE OF YOUR USE OF THE SITE AND SERVICES, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ AND UNDERSTOOD ALL OF THE TERMS OF THE ARBITRATION AND DISPUTE RESOLUTION AGREEMENT, AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.
PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SITE AND SERVICES. BY ACCESSING OR USING THE SITE AND SERVICES (INCLUDING, WITHOUT LIMITATION, BY BIDDING ON AND/OR PURCHASING OR SELLING AN ASSET THROUGH THE SITE), YOU ARE AGREEING TO COMPLY WITH THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT USE THE SITE OR SERVICES.
1. CHANGES TO THE SITE AND THESE TERMS
We expressly reserve the right to make any changes that we deem appropriate from time to time to the Site and/or Services. We reserve the right at any time to modify or discontinue the Site or Services (or any part thereof) without notice. To the maximum extent permitted under applicable law, we shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Site or Services.
In addition, we may change these Terms at any time, and all such changes will be effective immediately upon notice, which we may give by any means, including, but not limited to, by sending a message to your account or the email address that we have on file for you (if any) or posting a revised version of these Terms or other notice on the Site. You should view these Terms often to stay informed of changes that may affect you. Your use of the Site and Services constitutes your continuing agreement to be bound by these Terms, as they are amended from time to time.
2. PRIVACY POLICY
Information that you provide to us or that we collect about you through your access to and use of the Site or Services is subject to our Privacy Policy, the terms of which are hereby incorporated by reference into these Terms. We encourage you to read and become familiar with our Privacy Policy.
3. AGE REQUIREMENTS
No one under the age of 18 may access or use the Site or Services unless supervised by a parent or legal guardian who is bound by these Terms. By accessing or using, or attempting to access or use, the Site or Services, you represent that you are at least 18 years of age and that you are able to enter into legally binding contracts, including, without limitation, these Terms (or, if you are under 18 years of age, that your parent or legal guardian has reviewed and agrees to be bound by these Terms on your behalf).
4. CONTENT AND INTELLECTUAL PROPERTY
4.1 The content and other materials displayed or made available on or through the Site and Services, including, without limitation, text, information, data, content, descriptions, photos, images, graphics, and illustrations (collectively, “Content”), are protected by copyright and/or other intellectual property laws. You agree to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Site and Services, and you will not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, or otherwise exploit for any purpose any Content not owned by you (i) without the prior consent of the owner of that Content, or (ii) in a way that violates our or anyone else’s rights.
4.2 You understand and agree that we and/or our respective licensors own all right, title, and interest in and to the Site, Services, and Content. You acknowledge and agree that the Content may constitute valuable proprietary information that is protected by applicable intellectual property and other proprietary rights, laws, and treaties of the United States and other countries, and that you acquire no ownership interest by accessing or using the Site, Services, or Content. Such intellectual property and proprietary rights may include, but are not limited to, copyrights, trademarks, service marks, trade dress, and trade secrets, and all such rights are the property of NCI and/or our respective licensors and Content-providers.
4.3 By submitting suggestions or other feedback regarding the Site or Services, you agree that we and our licensors may use and share (with no obligation to do so) such feedback for any purpose without compensation to you. You agree to only provide content or information that does not violate the law nor anyone’s rights (including, without limitation, intellectual property rights).
5. USER CONDUCT
You may access and use the Site only in connection with your use of the Services and Content as permitted herein and only for your personal use. Any other access to or use of the Site constitutes a violation of these Terms and may violate applicable copyright, trademark, or other laws.
In accessing and using the Site, Services, or any Content, you agree that you will comply with all applicable federal, state, and local laws, including, without limitation, copyright and other intellectual property laws, data privacy laws, tax laws, and other regulatory requirements.
In addition, in accessing and using the Site, Services, and any Content, you agree that you will NOT:
• Circumvent, disable, or otherwise interfere with any security-related features of the Site or Services, including, without limitation, any features that enforce limitations on the use of the Site, Services, or any Content;
• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Site, Services, or Content;
• Copy, modify, adapt, translate, or create derivative works based on the Site, Services, or Content;
• Remove, alter, cover, or distort any copyright notice or trademark legend, author attribution, or other notice placed on or contained within the Site, Services, or any Content;
• Access, use, or copy any portion of the Site, Services, or Content through the use of bots, spiders, scrapers, web crawlers, indexing agents, or other automated devices or mechanisms;
• Use the Site or Services to store or transmit viruses, worms, time bombs, Trojan horses, or other malicious code, or any unsolicited messages, “spam” or any other content or material in violation of applicable law;
• Attempt to interfere with the proper working of the Site or Services or otherwise impair, overburden, or disable the same; or
• Otherwise engage in any conduct that restricts or inhibits any other user or third party from using or enjoying the Site or Services.
6. USER ACCOUNTS
6.1 In order to access and use certain parts of the Site and Services, you may be required to register and maintain an active account on the Site (“Account”). To set up an Account, you may be asked to provide certain information about yourself, such as your first and last name, physical address, email address, phone number, and payment card and billing information. You may also need to create a username and password for your Account and acknowledge and agree to these Terms and the terms of our Privacy Policy. You must provide complete and accurate information when setting up an Account.
6.2 You are responsible for maintaining the confidentiality of your password and Account. You agree to: (i) use a strong password and keep your password confidential and not share it with anyone else; (ii) not transfer any part of your Account to anyone else; and (iii) immediately notify us of any unauthorized use of your username, password, or Account.
6.3 You agree at all times to keep current and promptly update your Account information, including, but not limited to, your email address, phone number, and billing information, so that we can complete any transactions you make through your Account and contact you as necessary. Your failure to maintain accurate, complete, and up-to-date Account information may result in your inability to access or use the Services and/or suspension or termination of your Account.
6.4 You acknowledge and agree that we are authorized to act on instructions received through use of your username, password, and/or Account, and that we may, but are not obligated to, deny access or block any transaction made through use of your username, password, and/or Account without prior notice if we believe your username, password, and/or Account are being used by someone other than you, or for any other reason. You are solely responsible for all activity that occurs under your Account unless you close it or report misuse.
7. BIDDER REGISTRATION TERMS
7.1 By bidding on or purchasing an asset via the Site and Services, you expressly agree to the Bidder Registration Terms, the terms of which are hereby incorporated by reference into these Terms.
8. USER SUBMISSIONS
8.1 The Site may permit you to submit, upload, or otherwise provide comments, inquiries, messages, feedback, or other information or content to NCI or other users (“User Submissions”). By submitting, uploading, or otherwise providing any User Submissions, you grant to us a non-exclusive, transferable, worldwide, perpetual, irrevocable, royalty-free, sublicensable right and license to use, copy, modify, translate, reformat, create derivative works of, display, perform, publish, distribute, and otherwise act with respect to your User Submissions, alone or as part of other works in any form, media, or technology, whether now known or hereafter developed, as we deem necessary or appropriate to: (i) provide the Site, Services, and Content, including any messaging functionality; (ii) support our businesses, including, without limitation, to further market, develop, and improve the Site, Services, and Content, to create, develop, and/or improve other products and services, and to conduct research and analytics; and (iii) to otherwise conduct our and/or any of our third-party partners’ businesses (including by commercializing, and permitting third parties to commercialize, your User Submissions). You waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding your User Submissions that you may have under any applicable law under any legal theory. You represent and warrant that you own, or otherwise have all rights, permissions, and authorizations necessary to post and grant to NCI and our licensees the foregoing license and rights under, your User Submissions, and that such use by NCI will not infringe, misappropriate, or otherwise violate any copyright, trademark, right of publicity, or any other intellectual property or proprietary rights of any third party.
8.2 You are solely responsible for all of your User Submissions and for ensuring that they comply with these Terms and any applicable laws. By submitting or uploading your User Submissions, you accept sole liability and responsibility for any of your User Submissions that do not comply with these Terms and/or any applicable laws. Your User Submissions violate these Terms and are prohibited from the Site if they:
• are harassing, threatening, abusive, libelous, defamatory, untruthful, misleading, or invasive of privacy or publicity rights;
• contain hateful, violate, or racist terms or images or symbols, or glamorize the actions of individuals or groups advocating violence, ethnic cleansing, genocide, or similar activities;
• include or reveal the personal information of another person;
• contain a formula, instruction, or advice that could cause harm or injury;
• do not relate to the Site, Services, Content, or relevant assets, as applicable;
• are vulgar, obscene, profane, pornographic, or otherwise objectionable or in bad taste, as determined by us in our sole discretion; or
• constitute or encourage conduct that would constitute fraud, a criminal offense, or infringement or violation of another person’s intellectual property or proprietary rights, give rise to civil liability, or otherwise violate any applicable law or regulation.
8.3 We have the right, but do not assume the obligation or responsibility, to review and monitor User Submissions, and to determine whether they comply with these Terms and applicable laws. In addition, we have the right in our sole discretion and for any reason whatsoever to edit, refuse to post, refuse to store, refuse to send, remove, or disable access to any User Submissions, including without limitation any User Submissions that constitute, or are likely to constitute, an infringement, misappropriation, or other violation of any copyright, trademark, right of publicity, or any other intellectual property or proprietary rights of any third party. We assume no liability for any User Submission that appears or is removed from the Site or elsewhere. We have no obligation to use any User Submission and may not use it at all.
8.4 Any User Submission of any kind made by you or any other user or third party is made by the respective author(s) or distributor(s) and not by NCI. Other users and third parties may submit or post User Submissions that are inaccurate, misleading, or deceptive. We do not endorse and are not responsible for any User Submissions, and will not be liable for any loss or damage caused by your reliance on such User Submissions. A User Submission reflects the opinion of the person submitting it and may not reflect the opinion of NCI. Without limiting the foregoing, NCI specifically disclaims any liability concerning or relating to your contribution of, use of, or reliance on any User Submission and any actions resulting from your participation in any part of the Site, including, without limitation, any objectionable User Submission.
9. TERMINATION OF ACCESS
9.1 We may, in our sole discretion, and without liability or notice to you, immediately suspend, limit, and/or terminate your access to the Site and/or Services for any reason, including, without limitation: (i) if we believe in our sole discretion that you have violated these Terms or any applicable laws or regulations; (ii) at the request of law enforcement, government agencies, or courts; (iii) if you ask us to close your Account; (iv) if we discontinue or materially modify the Site or Services (or any part thereof); or (v) if we believe in our sole discretion that your use or access to the Site or Services may create risk (including, but not limited to, legal risk) for us or our service providers or contractual partners, or other users. Upon any termination, you will lose the right to access and use the Site and Services and your Account (if any ( will be closed.
9.2 Any suspension or termination shall not affect your obligations to us under these Terms. The provisions of these Terms which by their nature should survive the suspension or termination of your access to or use of the Site and/or Services, shall survive, including, but not limited to, the “Content and Intellectual Property”, “Bidder Registration Terms”, “User Submissions”, “Indemnification”, “Disclaimers”, “Limitation of Liability”, “Arbitration and Dispute Resolution Agreement”, and “Miscellaneous” sections of these Terms.
10. THIRD-PARTY CONTENT
The Site and Services may be made available or accessed in connection with third-party content and services that we do not control. We will not be responsible or liable for your use of any such third-party content or services or for the conduct of, or interactions you may have with, any third-party provider of the same. You acknowledge that different terms of use and privacy policies may apply to your use of third-party content and services.
11. SECURITY AND NETWORK ACCESS
NCI takes such commercially reasonable measures as we deem appropriate to secure and protect information transmitted to and from the Site. Nevertheless, we cannot and do not guarantee that any such transmissions are or will be totally secure. You are responsible for maintaining the confidentiality of any information about you, including, without limitation, any username and password used in connection with your use of the Site. You agree to notify us immediately if you discover loss of or access to such information by another party not under your control or supervision.
You are responsible for acquiring and updating compatible hardware, software, or devices necessary to access and use the Site and Services and any updates thereto. We do not guarantee that the Site or Services, or any portion thereof, will function on or with any particular hardware, software, or device. The Site and Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.
12. INDEMNIFICATION
You agree to indemnify and hold harmless NCI and its officers, directors, employees, contractors, agents, successors, and assigns (collectively, the “NCI Parties”) from and against any and all claims, suits, demands, losses, liabilities, damages, costs, and expenses (including attorneys' fees and costs) (collectively, “Claims”) arising out of or relating to: (i) your use of the Site, Services, or Content; (ii) your breach or violation of any of these Terms; (iii) your User Submissions; or (iv) your violation of any applicable law or regulation, including, but not limited to, applicable tax laws or regulations.
13. DISCLAIMERS
13.1 YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE SITE, SERVICES, AND ALL CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH ALL FAULTS. WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE NCI PARTIES EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES, AND GUARANTEES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY: (I) WARRANTIES THAT THE SITE, SERVICES, OR CONTENT WILL MEET YOUR REQUIREMENTS OR SATISFACTION; (II) WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, TIMELINESS, OR INFORMATIONAL CONTENT OF THE SITE, SERVICES, OR CONTENT; (III) WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE; (IV) WARRANTIES THAT YOUR USE OF THE SITE, SERVICES, AND/OR ANY CONTENT WILL BE SECURE OR UNINTERRUPTED; AND (V) WARRANTIES THAT THE SITE, SERVICES, OR CONTENT WILL BE ERROR-FREE OR THAT ERRORS IN THE SITE, SERVICES, OR CONTENT WILL BE CORRECTED.
13.2 ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SITE OR SERVICES IS DOWNLOADED AND USED AT YOUR SOLE DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH CONTENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE SITE OR SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, DISCONTINUATION OF USE OF THE SITE AND SERVICES IS YOUR SOLE RIGHT AND REMEDY FOR ANY DISSATISFACTION WITH THE SITE, SERVICES, OR CONTENT.
14. LIMITATION OF LIABILITY
14.1 TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES, INCLUDING, WITHOUT LIMITATION, THE NEGLIGENCE OF ANY PARTY, WILL THE NCI PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF USE, DATA LOSS, INCONVENIENCE, OR OTHER INTANGIBLE LOSSES (EVEN IF THE NCI PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM, ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH YOUR USE OF, OR YOUR INABILITY TO USE, THE SITE, SERVICES, OR CONTENT UNDER ANY THEORY OF LIABILITY. YOUR SOLE REMEDY, AND OUR AGGREGATE LIABILITY IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SITE, SERVICES, AND CONTENT, SHALL IN ALL EVENTS BE LIMITED TO ONE HUNDRED DOLLARS ($100). SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY OR EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE PROVISIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY THE LAW.
14.2 We may use third parties to provide certain services and features accessible through the Site and Services. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, WE WILL NOT BE LIABLE TO YOU FOR THEIR ACTS OR OMISSIONS.
15. ARBITRATION AND DISPUTE RESOLUTION AGREEMENT
PLEASE READ THIS SECTION 15 CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING, BUT NOT LIMITED TO, YOUR RIGHT TO FILE A LAWSUIT IN COURT.
15.1 You agree that any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof or the use of the Site or Services (collectively, "Disputes") will be resolved exclusively by final, binding arbitration between you and NCI , except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights, or where a party’s conduct may cause the other irreparable injury. The provisions of this Section 15 constitute the parties’ written agreement to arbitrate Disputes under the Federal Arbitration Act.
15.2 The arbitration shall be administered by the Judicial Arbitration & Mediation Services (“JAMS”) and shall be heard by a single arbitrator, pursuant to the Arbitration Rules and Procedures then in effect (the “JAMS Rules”), except as modified by this Section 15.
15.3 To begin an arbitration proceeding, a party must submit the Dispute by making a demand for arbitration, as detailed at https://www.jamsadr.com/, and simultaneously send a copy of the completed demand to the other party. Payment of all filing, administration and arbitrator fees will be governed by the JAMS rules. The arbitration will be conducted based upon written submissions, unless you request and/or the arbitrator determines that a telephone or in-person hearing is necessary. If the arbitrator grants the request or determines that an in-person hearing is necessary, the hearing will proceed in Stark County, Ohio, unless the arbitrator determines, or NCI agrees, that the matter should proceed in the county where you reside.
15.4 The arbitrator will apply and be bound by these Terms, apply applicable law and the facts, and issue a reasoned award within the time frame specified in the JAMS Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator's award of damages must be consistent with the terms of the "Limitation of Liability" section above as to the types and the amounts of damages for which a party may be held liable. You and NCI also agree that the arbitrator may not award multiple or punitive damages. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim.
15.5 EACH PARTY AGREES THAT IT SHALL BRING ANY DISPUTE AGAINST THE OTHER PARTY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE PROCEEDING, OR AS AN ASSOCIATION. IN ADDITION, EACH PARTY AGREES THAT DISPUTES SHALL BE ARBITRATED ONLY ON AN INDIVIDUAL BASIS, AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. THE ARBITRATOR DOES NOT HAVE THE POWER TO VARY THESE PROVISIONS.
16. MISCELLANEOUS
16.1 These Terms and the Privacy Policy (as each may be revised and amended from time to time according to their respective terms) collectively constitute the entire agreement with respect to your access to and use of the Site, Services, and Content.
16.2 Our electronically or otherwise properly stored copy of these Terms will be deemed to be the true, complete, valid, authentic, and enforceable copy, and you agree that you will not contest the admissibility or enforceability of our copy of these Terms in connection with any action or proceeding arising out of or relating to these Terms.
16.3 These Terms shall be construed in accordance with the laws of the State of Ohio without regard to its conflict of laws rules that would result in the application of the laws of a jurisdiction other than the State of Ohio. If for any reason a Dispute proceeds in court, you and NCI: (i) agree that any such Dispute may only be instituted in a state or federal court located in Stark County, Ohio, and waive any defenses or objections based on the jurisdiction, venue, or convenience of this exclusive venue; (ii) irrevocably consent and submit to the exclusive personal jurisdiction and venue of such courts for resolution of such Disputes; and (iii) AGREE TO WAIVE ANY RIGHT TO A TRIAL BY JURY.
16.4 We may assign our rights and obligations under these Terms, in whole or in part, at any time to any third party without notice. You may not assign these Terms or any rights or obligations hereunder without our prior written consent.
16.5 Our waiver of any breach of these Terms will not be a waiver of any preceding or subsequent breach thereof.
16.6 If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions of these Terms will not be affected, and the invalid, illegal, or unenforceable provision will be replaced by such valid, legal, and enforceable provision as comes closest to the intention underlying the invalid, illegal, or enforceable provision.
16.7 Possible evidence of use of the Site or Services for illegal purposes will be provided to law enforcement authorities.
16.8 Discontinuation of use of the Site and Services is your sole right and remedy for any dissatisfaction with the Site, Services, or Content.
17. QUESTIONS
Please contact us with any questions regarding the Site, Services, or these Terms at:
Nations Capital, Inc.
16123 Armour St NE
Alliance, OH 44601