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Invest in UCapture

Offset your carbon footprint, for free, when you shop

  • $111,155Amount raised
  • $1,000Minimum
  • $4,750,000Valuation cap

Purchased securities are not currently tradeable. Expect to hold your investment until the company lists on a national exchange or is acquired.

UCapture is offering securities under both Regulation D and Regulation CF through SI Securities, LLC ("SI Securities"). SI Securities is an affiliate of SeedInvest Technology, LLC, a registered broker-dealer, and member FINRA/SIPC. SI Securities will receive cash compensation equal to 7.50% of the value of the securities sold and equity compensation equal to 5.00% of the number of securities sold. Investments made under both Regulation D and Regulation CF involve a high degree of risk and those investors who cannot afford to lose their entire investment should not invest. Furthermore, the contents of the Highlights, Term Sheet sections have been prepared by SI Securities and shall be deemed broker-dealer communications subject to FINRA Rule 2210 (the “Excluded Sections”). With the exception of the Excluded Sections noted above, this profile contains offering materials prepared solely by UCapture without the assistance of SI Securities, and not subject to FINRA Rule 2210 (the “Issuer Profile”). The Issuer Profile may contain forward-looking statements and information relating to, among other things, the company, its business plan and strategy, and its industry. Investors should review the risks and disclosures in the offering's draft. The contents of this profile are meant to be a summary of the information found in the company’s Form C. Before making an investment decision, investors should review the company’s Form C for a complete description of its business and offering information, a copy of which may be found both here and below.


Company Highlights

  • Produced >150% YoY revenue growth by adding over 20,000 new affiliate marketing partners and increasing new revenue generating users by over 279% (unaudited)
  • Internet browser extension has already generated over $14.00, on average, of lifetime revenue per user that has completed at least one transaction
  • Acquiring users at a low cost (presently ~$1 each) through referrals from users and sustainability professionals implementing our technology at their institution
  • Contracted by EnergyAustralia to deliver a white-label version of our technology to their customers beginning with 30,000, with expected revenue of $100,000 in 2020
  • Selected for the Bankia FinTech accelerator program (Feb-Jun 2020), where we’ll work with the Spanish bank on extending UCapture’s business model to various payments technologies

Fundraise Highlights

  • Total Amount Raised: US $111,155
  • Total Round Size: US $750,000
  • Raise Description:  Seed
  • Minimum Investment:  US $1,000 per investor
  • Security Type:  Crowd Note
  • Valuation Cap:  US $4,750,000
  • Offering Type:   Side by Side Offering

UCapture is a green-tech platform that harnesses the power of consumers to combat climate change by getting companies to offset the carbon footprint of users' shopping, at no extra cost, creating a win-win-win for consumers, companies and the planet.


Problem: Climate change requires us to go carbon neutral rapidly; however, we don’t want to pay for it.

Solution: UCapture is an easy, fun and free way to offset your carbon footprint when you shop online.

How UCapture Works:

  1. We’ve formed affiliate marketing relationships with over 25,000 online stores, like Expedia and Target.
  2. We’ve built a browser extension that is available in Chrome, Firefox, Edge and 3 other browsers.
  3. Our extension activates on partner websites; triggering UCapture to earn a commission when users shop.
  4. We use two-thirds of our commission to fund verified carbon offset projects, like reforestation.
  5. Our extension also automatically applies the best coupon code available, so users can save money and save the planet.

Future Development:

  1. Mobile App: Our mobile solution will replicate our extension’s functionality for mobile shopping, tapping UCapture into a growing segment of e-commerce and boosting the value of each user.
  2. In-Person: We’ll bring UCapture’s business model to over 20,000 retail locations in the US through a card-linked system that will tap into in-store spending (proceed after capital raise).
  3. White-Label Partnerships: Monetize our technology further by offering other companies a turn-key solution for a customized loyalty program, boosting revenue and diversifying distribution (first contract signed with EnergyAustralia).
  4. Payments: We’ll expand to payment technologies, such as developing a rewards credit card that funds carbon offsets with every purchase (in development at Bankia FinTech accelerator).

Traction & Roadmap:

More than 4,000 users have generated over $55,000 in commissions which has led to over 7,000 tons of carbon offset by UCapture. In 2020, we will add to our product suite using the Seed capital raised; then, in 2021, we’ll conduct a Series A round to raise scale-up capital for a full-court marketing press.

Media Mentions

The Team

Founders and Officers

Avery Michaelson

Founder & CEO

An entrepreneur who started his career working in investment banking, Avery is passionate about implementing market-based solutions to address some of the world’s biggest challenges.

His background in finance and institutional sales compliment his high-energy leadership approach and conviction that UCapture is the system-change the world needs to solve the climate crisis.

Avery graduated Magna Cum Laude from the Wharton School at The University of Pennsylvania, and is a frequent speaker at environmental and financial conferences.

Avery Michaelson

Founder & CEO

An entrepreneur who started his career working in investment banking, Avery is passionate about implementing market-based solutions to address some of the world’s biggest challenges.

His background in finance and institutional sales compliment his high-energy leadership approach and conviction that UCapture is the system-change the world needs to solve the climate crisis.

Avery graduated Magna Cum Laude from the Wharton School at The University of Pennsylvania, and is a frequent speaker at environmental and financial conferences.

Mark Siadat

Founder & CTO

Mark Siadat is a full-stack software developer who has worked at both start-ups and large enterprises.

His ability to develop all of the technologies UCapture is pursuing and proficiency in managing remote teams of resources provides a cost-efficient way to develop multiple world-class services.

Mark worked at Tipsy during its pre-acquisition phase and then at a well-regarded technology development company after graduating with a BS in Mathematics from Arizona State University.

Mark Siadat

Founder & CTO

Mark Siadat is a full-stack software developer who has worked at both start-ups and large enterprises.

His ability to develop all of the technologies UCapture is pursuing and proficiency in managing remote teams of resources provides a cost-efficient way to develop multiple world-class services.

Mark worked at Tipsy during its pre-acquisition phase and then at a well-regarded technology development company after graduating with a BS in Mathematics from Arizona State University.

Key Team Members

Mara Soo

Head of University Programs

Notable Advisors & Investors

David Lynch

Investor, Strategic Investor | CEO, ReThink Sustainability

Justin McFarlane

Investor, Strategic Investor | Executive Director, ReThink Sustainability

Trevor Townsend

Investor, Startup Accelerator | CEO, Startupbootcamp Australia

Daisy Kendrick

Advisor, Environmental Partner | Founder, Ocean Generation

Peter Neill

Advisor, Strategic Partnerships | Founder, World Ocean Observatory

Aron Vink

Advisor, Strategic Partnerships | Founder, Green Age Collective

Kate Bennett

Advisor, Strategic Partnerships | Sustainable Development Manager, Orocobre Limited

Gary Swantner

Advisor, Strategic Partnerships | Account Manager at Good Energy

Zara Amer

Advisor, Environmental Advisor | Founder, The Climate Change Project

Michael Malara

Advisor, Carbon Offset Advisor | Account Manager, South Pole

Term Sheet

A Side by Side offering refers to a deal that is raising capital under two offering types. If you plan on investing less than US $20,000.00, you will automatically invest under the Regulation CF offering type. If you invest more than US $20,000.00, you must be an accredited investor and invest under the Regulation D offering type.

Fundraising Description

  • Round type:
    Seed

  • Round size:
    US $750,000

  • Raised to date:
    US $111,155
    US $13,500 (under Reg CF only)

  • Minimum investment:
    US $1,000

  • Target Minimum:
    US $200,000
  • Key Terms

  • Security Type:
    Crowd Note

  • Conversion discount:
    20.0%

  • Valuation Cap:
    US $4,750,000

  • Interest rate:
    5.0%

  • Note term:
    36 months
  • Additional Terms

  • Custody of Shares

    Investors who invest $100,000 or less will have their securities held in trust with a Custodian that will serve as a single shareholder of record. These investors will be subject to the Custodian’s Account Agreement, including the electronic delivery of all required information.


  • Closing conditions:
    While UCapture has set an overall target minimum of US $200,000 for the round, UCapture must raise at least US $25,000 of that amount through the Regulation CF portion of their raise before being able to conduct a close on any investments below $20,000. For further information please refer to UCapture's Form C.

  • Transfer restrictions:
    Securities issued through Regulation CF have a one year restriction on transfer from the date of purchase (except to certain qualified parties as specified under Section 4(a)(6) of the Securities Act of 1933), after which they become freely transferable. While securities issued through Regulation D are similarly considered "restricted securities" and investors must hold their securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available.

  • Use of Proceeds

    Investor Perks

    Early Birds | Invest by Friday, March 27th to receive a t-shirt and 1 ton of carbon offset

    $1,000+ | Receive a t-shirt

    $10,000+ | Receive a t-shirt and 10 tons of Carbon Offset

    $50,000+ | Above + quarterly call with Co-Founders

    It is advised that you consult a tax professional to fully understand any potential tax implications of receiving investor perks before making an investment.

    Prior Rounds

    This chart does not represent guarantees of future valuation growth and/or declines.

    Pre-Seed

  • Round Size
    US $500,000
  • Closed Date
    Dec 26, 2015
  • Security Type
    Common Equity
  • Pre-Seed

  • Round Size
    US $200,000
  • Closed Date
    Apr 25, 2019
  • Security Type
    Convertible Note
  • Market Landscape

    Globally-Scalable: A markets-based solution to tackling climate change using online and offline marketing, our technology works everywhere (browser extension, mobile app, affiliate marketing), and we already have a global mix of online partners. Further, our approach to climate change does not rely on the actions of governments or regulators. It is a power-to-the-people solution.

    Universally Relevant: Global warming is inherently global. We believe UCapture can be swiftly adopted in most major consumer markets where people are increasingly searching for approaches to harmonize consumption with the environment. We empower consumers to build their own green-economy, and can become one of the driving forces in the fight against climate change.

    Trending Concepts: Research shows 70% of consumers are concerned about climate change. As concern becomes action, UCapture is positioned to be the go-to platform for reaching personal carbon footprint goals. On the retail side, trends in Corporate Social Responsibility have made partnering with UCapture an easy decision and enabled us to extract favorable terms.

    Few Direct Competitors: Other shopping tools reward users with cash back or charitable donations, but none is dedicated to carbon footprint, like UCapture. Our closest competitors focus on planting trees which we believe will prove to be a less useful "currency" than carbon offsets in quantifying carbon footprint reduction. Further, our technology suite is superior to most.

    Create Network Effect: Our planned ecosystem of a browser extension, mobile app, mobile games, credit-card linked platform, carbon footprint calculators, and offset marketplace will become the one-stop carbon shop. Built-in gamification from leaderboards, referral bonuses and avatars, will enhance our network effect, keeping users engaged and making UCapture the obvious choice.

    Risks and Disclosures

    The development and commercialization of the Company’s products and services are highly competitive. It faces competition with respect to any products and services that it may seek to develop or commercialize in the future. Its competitors include major companies worldwide. The carbon offset market is an emerging industry where new competitors are entering the market frequently. Many of the Company’s competitors have significantly greater financial, technical and human resources and may have superior expertise in research and development and marketing approved services and thus may be better equipped than the Company to develop and commercialize services. These competitors also compete with the Company in recruiting and retaining qualified personnel and acquiring technologies. Smaller or early stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. Accordingly, the Company’s competitors may commercialize products more rapidly or effectively than the Company is able to, which would adversely affect its competitive position, the likelihood that its services will achieve initial market acceptance and its ability to generate meaningful additional revenues from its products and services.

    The Company’s expenses will significantly increase as they seek to execute their current business model. Although the Company estimates that it has enough runway until end of year, they will be ramping up cash burn to promote revenue growth, further develop R&D, and fund other Company operations after the raise. Doing so could require significant effort and expense or may not be feasible.

    The Company has not prepared any audited financial statements. Therefore, investors have no audited financial information regarding the Company’s capitalization or assets or liabilities on which to make investment decisions. If investors feel the information provided is insufficient, then they should not invest in the Company.

    The Company may be unable to maintain, promote, and grow its brand through marketing and communications strategies. It may prove difficult for the Company to dramatically increase the number of customers that it serves or to establish itself as a well-known brand in the competitive carbon offset space. Additionally, the product may be in a market where customers will not have brand loyalty.

    The Company’s Board does not keep meeting minutes from its board meetings. Though the Company is a Delaware Corporation and Delaware does not legally require its corporations to record and retain meeting minutes, the practice of keeping board minutes is critical to maintaining good corporate governance. Minutes of meetings provide a record of corporate actions, including director and officer appointments and board consents for issuances, and can be helpful in the event of an audit or lawsuit. These recordkeeping practices can also help to reduce the risk of potential liability due to failure to observe corporate formalities, and the failure to do so could negatively impact certain processes, including but not limited to the due diligence process with potential investors or acquirers. There is no guarantee that the Company’s board will begin keeping board meeting minutes.

    The Company has not filed a Form D for its prior offerings. The SEC rules require a Form D to be filed by companies within 15 days after the first sale of securities in the offering relying on Regulation D. Failing to register with the SEC or get an exemption may lead to fines, the right of investors to get their investments back, and even criminal charges. There is a risk that a late penalty could apply.

    Not all of the founders or key employees are currently working full time for the Company. As a result, certain of the Company's employees, officers, directors or consultants may not devote all of their time to the business, and may from time to time serve as employees, officers, directors, and consultants of other companies. These other companies may have interests in conflict with the Company.

    The company currently has approximately $50,000 outstanding balance in a revolving credit promissory note as of 12/31/2019. This may require the Company to dedicate a substantial portion of its cash flow from operations or the capital raise to pay principal of, and interest on, indebtedness, thereby reducing the availability of cash flow to fund working capital, capital expenditures, or other general corporate purposes, or to carry out other business strategies. The Company entered into a revolving credit promissory note on May 8, 2019, which allows the Company to borrow up to a total of $200,000. The note matures on December 31, 2023, and outstanding balances accrue interest at 8%. At August 31, 2019, the outstanding principal balance was $50,000, with accrued interest of $1,337.

    The Company has failed to implement proper and effective internal controls, disclosure controls, and/or corporate governance procedures. Prior to this offering, the Company has, on at least one occasion, failed to implement or maintain an effective system of corporate governance. In particular, the Company has occasionally used corporate bank accounts to directly pay employee salaries. Risks related to errors in proper payroll processing include, but are not limited to, miscalculations of payroll or payroll taxes, penalties, and lack of security.

    The company has engaged in related party transactions. During the years ended August 31, 2019 and 2018, an officer of the Company loaned money for operations. This balance accrues interest at 7% per annum. At August 31, 2019 and 2018, the amount of debt outstanding is $170,437 and $150,000, respectively, and is recorded under ‘Loan payable – related party’ on the balance sheets. The amount of accrued interest outstanding at August 31, 2019 and 2018 is $16,675 and $5,226, respectively, and is recorded under ‘Accrued interest – related party’ on the balance sheets. During the year ended August 31, 2018, the company advanced an officer $29,378 and is recorded on the balance sheet as ‘Related party receivable’. This advance is noninterest bearing, and the balance at August 31, 2019 was zero. During the year ended August 31, 2019, an officer advanced the company $14,058 and is recorded on the balance sheet as ‘Related party advance’. This advance is noninterest bearing.

    General Risks and Disclosures

    Start-up investing is risky. Investing in startups is very risky, highly speculative, and should not be made by anyone who cannot afford to lose their entire investment. Unlike an investment in a mature business where there is a track record of revenue and income, the success of a startup or early-stage venture often relies on the development of a new product or service that may or may not find a market. Before investing, you should carefully consider the specific risks and disclosures related to both this offering type and the company which can be found in this company profile and the documents in the data room below.

    Your shares are not easily transferable. You should not plan on being able to readily transfer and/or resell your security. Currently there is no market or liquidity for these shares and the company does not have any plans to list these shares on an exchange or other secondary market. At some point the company may choose to do so, but until then you should plan to hold your investment for a significant period of time before a "liquidation event" occurs. A "liquidation event" is when the company either lists their shares on an exchange, is acquired, or goes bankrupt.

    The Company may not pay dividends for the foreseeable future. Unless otherwise specified in the offering documents and subject to state law, you are not entitled to receive any dividends on your interest in the Company. Accordingly, any potential investor who anticipates the need for current dividends or income from an investment should not purchase any of the securities offered on the Site.

    Valuation and capitalization. Unlike listed companies that are valued publicly through market-driven stock prices, the valuation of private companies, especially startups, is difficult to assess and you may risk overpaying for your investment. In addition, there may be additional classes of equity with rights that are superior to the class of equity being sold.

    You may only receive limited disclosure. While the company must disclose certain information, since the company is at an early-stage they may only be able to provide limited information about its business plan and operations because it does not have fully developed operations or a long history. The company may also only obligated to file information periodically regarding its business, including financial statements. A publicly listed company, in contrast, is required to file annual and quarterly reports and promptly disclose certain events — through continuing disclosure that you can use to evaluate the status of your investment.

    Investment in personnel. An early-stage investment is also an investment in the entrepreneur or management of the company. Being able to execute on the business plan is often an important factor in whether the business is viable and successful. You should be aware that a portion of your investment may fund the compensation of the company's employees, including its management. You should carefully review any disclosure regarding the company's use of proceeds.

    Possibility of fraud. In light of the relative ease with which early-stage companies can raise funds, it may be the case that certain opportunities turn out to be money-losing fraudulent schemes. As with other investments, there is no guarantee that investments will be immune from fraud.

    Lack of professional guidance. Many successful companies partially attribute their early success to the guidance of professional early-stage investors (e.g., angel investors and venture capital firms). These investors often negotiate for seats on the company's board of directors and play an important role through their resources, contacts and experience in assisting early-stage companies in executing on their business plans. An early-stage company may not have the benefit of such professional investors.

    Representatives of SI Securities, LLC are affiliated with SI Advisors, LLC ("SI Advisors") Representatives of SI Securities, LLC are affiliated with SI Advisors, LLC ("SI Advisors"). SI Advisors is an exempt investment advisor that acts as the General Partner of SI Selections Fund I, L.P. ("SI Selections Fund"). SI Selections Fund is an early stage venture capital fund owned by third-party investors. From time to time, SI Selections Fund may invest in offerings made available on the SeedInvest platform, including this offering. Investments made by SI Selections Fund may be counted towards the total funds raised necessary to reach the minimum funding target as disclosed in the applicable offering materials.

    UCapture's Form C

    The Form C is a document the company must file with the Securities and Exchange Commission, which includes basic information about the company and its offering and is a condition to making a Reg CF offering available to investors. It is important to note that the SEC does not review the Form C, and therefore is not recommending and/or approving any of the securities being offered.

    Download UCapture's  Form C

    Frequently Asked Questions

    About Side by Side Offerings
    What is Side by Side?

    A Side by Side offering refers to a deal that is raising capital under two offering types. This Side by Side offering is raising under Regulation CF and Rule 506(c) of Regulation D.


    What is a Form C?

    The Form C is a document the company must file with the Securities and Exchange Commission (“SEC”) which includes basic information about the company and its offering and is a condition to making a Reg CF offering available to investors. It is important to note that the SEC does not review the Form C, and therefore is not recommending and/or approving any of the securities being offered.

    Before making any investment decision, it is highly recommended that prospective investors review the Form C filed with the SEC (included in the company's profile) before making any investment decision.


    What is Rule 506(c) under Regulation D?

    Rule 506(c) under Regulation D is a type of offering with no limits on how much a company may raise. The company may generally solicit their offering, but the company must verify each investor’s status as an accredited investor prior to closing and accepting funds. To learn more about Rule 506(c) under Regulation D and other offering types check out our blog and academy.


    What is Reg CF?

    Title III of the JOBS Act outlines Reg CF, a type of offering allowing private companies to raise up to $1 million from all Americans. Prior capital raising options limited private companies to raising money only from accredited investors, historically the wealthiest ~2% of Americans. Like a Kickstarter campaign, Reg CF allows companies to raise funds online from their early adopters and the crowd. However, instead of providing investors a reward such as a t-shirt or a card, investors receive securities, typically equity, in the startups they back. To learn more about Reg CF and other offering types check out our blog and academy.


    Making an Investment in UCapture
    How does investing work?

    When you complete your investment on SeedInvest, your money will be transferred to an escrow account where an independent escrow agent will watch over your investment until it is accepted by UCapture. Once UCapture accepts your investment, and certain regulatory procedures are completed, your money will be transferred from the escrow account to UCapture in exchange for your securities. At that point, you will be a proud owner in UCapture.


    What will I need to complete my investment?

    To make an investment, you will need the following information readily available:

    1. Personal information such as your current address and phone number
    2. Employment and employer information
    3. Net worth and income information
    4. Social Security Number or passport
    5. ABA bank routing number and checking account number (typically found on a personal check or bank statement)

    If you are investing under Rule 506(c) of Regulation D, your status as an Accredited Investor will also need to be verified and you will be asked to provide documentation supporting your income, net worth, revenue, or net assets or a letter from a qualified advisor such as a Registered Investment Advisor, Registered Broker Dealer, Lawyer, or CPA.


    How much can I invest?

    An investor is limited in the amount that he or she may invest in a Reg CF offering during any 12-month period:

    • If either the annual income or the net worth of the investor is less than $100,000, the investor is limited to the greater of $2,000 or 5% of the lesser of his or her annual income or net worth.
    • If the annual income and net worth of the investor are both greater than $100,000, the investor is limited to 10% of the lesser of his or her annual income or net worth, to a maximum of $100,000.

    Separately, UCapture has set a minimum investment amount of US $1,000.

    Accredited investors investing $20,000 or over do not have investment limits.


    After My Investment
    What is my ongoing relationship with the Issuer?

    You are a partial owner of the company, you do own securities after all! But more importantly, companies which have raised money via Regulation CF must file information with the SEC and post it on their websites on an annual basis. Receiving regular company updates is important to keep shareholders educated and informed about the progress of the company and their investment. This annual report includes information similar to a company’s initial Reg CF filing and key information that a company will want to share with its investors to foster a dynamic and healthy relationship.

    In certain circumstances a company may terminate its ongoing reporting requirement if:

    1. The company becomes a fully-reporting registrant with the SEC
    2. The company has filed at least one annual report, but has no more than 300 shareholders of record
    3. The company has filed at least three annual reports, and has no more than $10 million in assets
    4. The company or another party purchases or repurchases all the securities sold in reliance on Section 4(a)(6)
    5. The company ceases to do business

    However, regardless of whether a company has terminated its ongoing reporting requirement per SEC rules, SeedInvest works with all companies on its platform to ensure that investors are provided quarterly updates. These quarterly reports will include information such as: (i) quarterly net sales, (ii) quarterly change in cash and cash on hand, (iii) material updates on the business, (iv) fundraising updates (any plans for next round, current round status, etc.), and (v) any notable press and news.


    How can I sell my securities in the future?

    Currently there is no market or liquidity for these securities. Right now UCapture does not plan to list these securities on a national exchange or another secondary market. At some point UCapture may choose to do so, but until then you should plan to hold your investment for a significant period of time before a “liquidation event” occurs. A “liquidation event” is when UCapture either lists their securities on an exchange, is acquired, or goes bankrupt.


    How do I keep track of this investment?

    You can return to SeedInvest at any time to view your portfolio of investments and obtain a summary statement. If invested under Regulation CF you may also receive periodic updates from the company about their business, in addition to monthly account statements.


    Other General Questions
    What is this page about?

    This is UCapture's fundraising profile page, where you can find information that may be helpful for you to make an investment decision in their company. The information on this page includes the company overview, team bios, and the risks and disclosures related to this investment opportunity. If the company runs a side by side offering that includes an offering under Regulation CF, you may also find a copy of the UCapture's Form C. The Form C includes important details about UCapture's fundraise that you should review before investing.


    How can I (or the company) cancel my investment under Regulation CF?

    For offerings made under Regulation CF, you may cancel your investment at any time up to 48 hours before a closing occurs or an earlier date set by the company. You will be sent a reminder notification approximately five days before the closing or set date giving you an opportunity to cancel your investment if you had not already done so. Once a closing occurs, and if you have not canceled your investment, you will receive an email notifying you that your securities have been issued. If you have already funded your investment, your funds will be promptly refunded to you upon cancellation. To cancel your investment, you may go to your account's portfolio page by clicking your profile icon in the top right corner.


    What if I change my mind about investing?

    If you invest under any other offering type, you may cancel your investment at any time, for any reason until a closing occurs. You will receive an email when the closing occurs and your securities have been issued. If you have already funded your investment and your funds are in escrow, your funds will be promptly refunded to you upon cancellation. To cancel your investment, please go to your account's portfolio page by clicking your profile icon in the top right corner.