An independent sponsor was seeking financing for an LBO of a manufacturing firm operating in a segment poised to experience secular growth, with minimal capex and working capital needs.
The underlying company was small and the management structure was not fully developed. Given these challenges, CAPX approached multiple direct lenders for the transaction.
Within days of launch on CAPX, IS obtained multiple term sheets from lenders enabling them to understand the market for their deal and range of terms.
CAPX PRIVACY POLICY Effective as of December 12, 2018
We at CAPX have created this Privacy Policy (the “Privacy Policy”) because we know that you care about how information you provide to us is used and shared. This Privacy Policy relates to the information collection and use practices of CAPX in connection with our Site, and the Service we offer through the Site.
BY VISITING OUR SITE, YOU ARE AGREEING TO THE TERMS OF THIS PRIVACY POLICY AND THE ACCOMPANYING TERMS OF SERVICE www.capx.io/terms, WHICH ARE INCORPORATED HEREIN BY REFERENCE AND MADE A PART HEREOF (COLLECTIVELY, THE “AGREEMENT”). IF YOU DO NOT AGREE TO ANY OF THE TERMS IN THE AGREEMENT, YOU MAY NOT ACCESS OR USE THE SITE. BY SIGNING UP FOR, ACCESSING, AND/OR USING OUR SERVICE, EACH USER IS AGREEING TO THE TERMS OF THE AGREEMENT, AS WELL AS THE SUPPLEMENTAL CP AGREEMENT FOR CAPITAL PROVIDERS AND/OR THE SUPPLEMENTAL CS AGREEMENT FOR CAPITAL SEEKERS, AS APPLICABLE, WHICH SHALL BE PROVIDED DURING THE REGISTRATION PROCESS (COLLECTIVELY, THE “SUPPLEMENTAL AGREEMENTS”).
Capitalized terms not defined in this Privacy Policy shall have the meaning set forth in our Terms of Service or the Supplemental Agreements, as applicable.
The Information We Collect and Receive
In the course of operating the Site and the Service, we will collect (and/or receive) the following types of information. You hereby authorize us to collect and/or receive such information.
Personal Information
During the registration process for the Service, you will be required to provide us with personal information about yourself (collectively, the “Personal Information”). Such Personal Information may include your name, business address, business e-mail address, business phone numbers, employer name, job title, and other identifying information. We do not collect any Personal Information from you when you visit the Site unless you provide us with the Personal Information voluntarily (for example, by commencing the registration process, or sending us an email).
Business Information
As a Master User, and in some cases, depending upon your permissions, as a Registered User, you may be required to provide us with information about the Capital Seeker or Capital Provider (each, a “Business”) that you represent (“Business Information”). Business Information may include, without limitation, a description of the business conducted by the Business; the relevant industry; the Business’s address; the Business’s website(s); and the Business’s ownership type (public or private).
Transaction Information
Depending on your intended use of the Service (as a Capital Seeker or as a Capital Provider), you will also be required to provide us with information about the potential transaction(s) that you are seeking to make via the Service (the “Transaction Information”). In the case of a Capital Seeker, the Transaction Information may include, without limitation, a description of the financing sought; type of capital sought (e.g., line of credit, secured term debt, unsecured term debt); the total amount sought; and other relevant financial information. In the case of a Capital Provider, the Transaction Information may include, without limitation, the Capital Provider’s preferences (economic, credit, and otherwise) regarding what type of Transactions would be a good fit for the Capital Provider.
Other Information
We or our service providers may collect additional information (collectively, the “Other Information”). Such Other Information may include:
From You.
Additional information about yourself that you voluntarily provide to us, such as your product and service preferences.
From Your Activity.
Additional information that we automatically collect when you use the Service, including, without limitation:
IP address, which may consist of a static or dynamic IP address and will sometimes point to a specific identifiable computer or device;
Browser type and language;
Referring and exit pages and URLs accessed;
Date and time of your login or activity on the Site and Service;
Details regarding your activity on the Site, amount of time spent on the Site, pages viewed, information derived from your User Content, if any, and other performance and usage data.
About Your Device
Type of device;
Advertising Identifier (“IDFA” or “AdID”);
Operating system and version (e.g., iOS, Android or Windows);
MAC address;
Carrier;
Network type (WiFi, 3G, 4G, LTE); and
Location information. With your permission, we will collect your device’s location for security and verification purposes. You may turn off this feature through the location settings on your device.
From Cookies and Other Technologies.
We may use both session cookies, which expire once you close your web browser, and persistent cookies, which stay on your computer until you delete them and other technologies to help us collect data and to enhance your experience with the Service. Cookies are small text files a website can use to recognize a repeat visitor to the website. We may use cookies for various purposes, including to:
analyze which portions of the Site are visited or used most frequently; and
measure and optimize advertising and promotional effectiveness.
If you do not want us to deploy cookies in your browser, you can opt out by setting your browser to reject cookies or to notify you when a website tries to put a cookie in your browser software. If you choose to disable cookies in your browser, you can still use the Service, although your ability to use some of the features may be affected.
We may also use clear GIFs are tiny graphics with a unique identifier, similar in function to cookies. In contrast to cookies, which are stored on your computer’s hard drive, clear GIFs are embedded invisibly on Site pages. We may use clear GIFs (a.k.a. web beacons, web bugs or pixel tags), in connection with our Site to, among other things, track the activities of Site visitors, help us manage content, and compile statistics about usage of our Site. We and our third party service providers also use clear GIFs in HTML emails to help us track email response rates, identify when our emails are viewed, and track whether our emails are forwarded.
We also use automated devices and applications, such as Google Analytics, to evaluate usage of our Site. We also may use other analytic means to evaluate our Site. We use these tools to help us improve our Site’s performance and user experiences. These entities may use cookies and other tracking technologies, such as web beacons or local storage objects (LSOs), to perform their services. To learn more about Google’s privacy practices, please review the Google Privacy Policy at https://www.google.com/policies/privacy. You can also download the Google Analytics Opt-out Browser Add-on to prevent their data from being used by Google Analytics at https://tools.google.com/dlpage/gaoptout. We use third parties such as network advertisers to serve advertisements on third-party websites or other media (e.g., social networking platforms). This enables us and these third parties to target advertisements to you for products and services in which you might be interested. Third-party ad network providers, advertisers, sponsors, and/or traffic measurement services may use cookies, JavaScript, web beacons (including clear GIFs), Flash LSOs and other tracking technologies to measure the effectiveness of their ads and to personalize advertising content to you. These third-party cookies and other technologies are governed by each third party’s specific privacy policy, not this one. We may provide these third-party advertisers with information, including personal information, about you.
Users in the United States may opt out of many third-party ad networks. For example, you may go to the Digital Advertising Alliance (“DAA”) Consumer Choice Page for information about opting out of interest-based advertising and their choices regarding having information used by DAA companies. You may also go to the Network Advertising Initiative (“NAI”) Consumer Opt-Out Page for information about opting out of interest-based advertising and their choices regarding having information used by NAI members.
Opting out from one or more companies listed on the DAA Consumer Choice Page or the NAI Consumer Opt-Out Page will opt you out from those companies’ delivery of interest-based content or ads to you, but it does not mean you will no longer receive any advertising through our Site or on other websites. You may continue to receive advertisements, for example, based on the particular website that you are viewing (i.e., contextually based ads). Also, if your browsers are configured to reject cookies when you opt out on the DAA or NAI websites, your opt out may not be effective. Additional information is available on the DAA’s website at www.aboutads.info or the NAI’s website at www.networkadvertising.org
From Other Sources.
Additional information that we collect or receive from third-party sources in accordance with their privacy policies.
How We Use and Share the Information
We use the Personal Information, Business Information, Transaction Information, and Other Information (collectively, “Information”) to provide you with access to the Site and the Service, solicit your feedback, for marketing purposes, including to market our products and services to you, and to improve our services to you. Also, we may share Information as described below, to the extent not prohibited by applicable federal and state laws, rules, and regulations.
If you are a Capital Seeker, some of your Personal Information, Business Information, and Transaction Information is shared with potential Capital Providers as part of the Services, as is more fully described in the applicable Supplemental Agreement.
If you are a Capital Provider, we may provide your Information in anonymous, summary format to Capital Seekers with whom you are matched by the Service, as is more fully described in the applicable Supplemental Agreement.
Following any Introduction, the Capital Seeker’s and Capital Provider’s identities are revealed to one another as well as certain contact information (such as email addresses and telephone numbers). This gives the Capital Seeker and the Capital Provider an opportunity to negotiate directly, either via the Service portal or outside of the Site by email or phone.
In an ongoing effort to better understand our users and our Service, we might analyze the Information in individual or aggregate form in order to operate, maintain, manage, customize and improve the Service and to develop new products and services. The aggregate information does not identify you personally. We may share, sell, and/or license the aggregate data with our affiliates, agents, and business partners, and other third parties. We may also disclose aggregated user statistics in order to describe our products and Service to current and prospective business partners and to other third parties for other lawful purposes.
We may employ other companies and individuals to perform functions on our behalf. Examples may include companies and individuals providing information technology support, data collection services, ID verification, maintaining databases, and customer service. Without limiting the generality of the foregoing, we may share your Information with certain third party identity verification services (such as LexisNexis and Dunn & Bradstreet) to prevent identity fraud as part of the registration process for the Service and to comply with our legal obligations. These third-party companies will have access to the Information only as necessary to perform their functions and to the extent permitted by law. Our contracts with all such third parties require them to protect the confidentiality of the Information we provide to them.
We may share some or all of your Information with any of our parent companies, subsidiaries, joint ventures, or other companies under common control with us.
As we develop our businesses, we might sell or buy businesses or assets. In the event of an actual or contemplated corporate sale, merger, reorganization, third-party investment, sale of assets, dissolution, or similar event, the Information may be disclosed or part of the transferred assets.
To the extent permitted by applicable law, we may also disclose the Information when required by law, court order, or other government or law enforcement authority or regulatory agency, or whenever we believe that disclosing such Information is necessary or advisable, for example, to protect the rights, property, or safety of CAPX, our users, or others.
To ensure that our users are maintaining the confidentiality of other users’ Information, the Supplemental Agreements contain express confidentiality obligations. In addition to users’ consent to the Supplemental Agreements at the time of registration, we require users to affirmatively consent to the confidentiality obligations set forth in the Supplemental Agreements each time they log into the Site.
If we intend to use your Information in any manner that is not consistent with this Privacy Policy, you will be informed of such anticipated use prior to or at the time at which the Information is collected.
Sharing of Your Information with Non-Affiliated Third Parties
We will not share your Personal Information with non-affiliated third parties that may use such information to market to you, without obtaining your opt-in consent. For example, we may offer you a product opportunity that requires us to share your Personal Information with non-affiliated third parties that may use such information to market to you. We will obtain your opt-in consent to such sharing of your Personal Information when we present you with the terms of such offer. If you have opted-in for this kind of sharing, then you may: (i) choose to opt-out of such sharing by contacting us at support@capx.io; or (ii) request certain information regarding our disclosure of such information to such non-affiliated third parties by contacting us at support@capx.io. Further, if you would like to opt-out of our sharing of your Information with our affiliates so that such affiliates can use your Information to market to you, please contact us at support@capx.io.
How We Protect Your Information
We treat the Information we receive as confidential, and only use it and share it as expressly permitted under this Privacy Policy. We take commercially reasonable steps to protect the Information from loss, misuse, and unauthorized access, disclosure, alteration, or destruction. We maintain physical, electronic, and procedural safeguards to guard non-public personal financial information from unauthorized access, use, and disclosure. Please understand, however, that no security system is impenetrable. We cannot guarantee the security of our databases, nor can we guarantee that the Information you supply will not be intercepted while being transmitted to and from us over the Internet.
Accessing and Modifying Personal Information and Communication Preferences
You may access, review, and make changes to your Personal Information, Business Information, and Transaction Information by following the instructions on your own profile page, or the Business Profile. In addition, you may manage your receipt of marketing and non-transactional communications by clicking on the “unsubscribe” link located on the bottom of any CAPX marketing communication. Registered Users (including Master Users) cannot opt out of receiving transactional e-mails or other communications related to their account. We will use commercially reasonable efforts to process such requests in a timely manner. You should be aware, however, that it is not always possible to completely remove or modify information in our databases.
Important Notice to Non-U.S. Residents
The Site and our servers are operated in the United States. Please be aware that your Information may be transferred to, processed, maintained, and used on computers, servers, and systems located outside of your state, province, country, or other governmental jurisdiction where the privacy laws may not be as protective as those in your country of origin. If you are located outside the United States and choose to use the Site and/or Service, you do so at your own risk.
Children
We do not knowingly collect Personal Information from children under the age of 13 through the Service. If you are under 13, please do not give us any Personal Information. We encourage parents and legal guardians to monitor their children’s Internet usage and to help enforce our Privacy Policy by instructing their children to never provide Personal Information through the Service without their permission. If you have reason to believe that a child under the age of 13 has provided Personal Information to us, please contact us, and we will endeavor to delete that information from our databases.
California Residents
Under California Civil Code Section 1798.83, California residents who have an established business relationship with CAPX may choose to opt out of our sharing your Personal Information with third parties for those third parties own direct marketing purposes. If you are a California resident and (1) you wish to opt out; or (2) you wish to request certain information regarding our disclosure of your Personal Information to third parties for the direct marketing purposes, please send an e-mail to support@capx.io.
In addition, CAPX does not monitor, recognize, or honor any opt-out or do not track mechanisms, including general web browser “Do Not Track” settings and/or signals.
External Websites
The Service may contain links to third-party websites. CAPX has no control over the privacy practices or the content of any of our business partners, advertisers, sponsors, or other websites to which we provide links. As such, we are not responsible for the content or the privacy policies of those third-party websites. You should check the applicable third-party privacy policy and terms of use when visiting any other websites.
Changes to This Privacy Policy
This Privacy Policy is effective as of the date stated at the top of this Privacy Policy. We may change this Privacy Policy from time to time, and will post any changes on the Service as soon as they go into effect. By accessing visiting the Site or using the Service after we make any such changes to this Privacy Policy, you are deemed to have accepted such changes. Please refer back to this Privacy Policy on a regular basis.
How to Contact Us
If you have questions about this Privacy Policy, please e-mail us at support@capx.io.
CAPX Terms of Service Introduction
Welcome to CAPX, where we are dedicated to transforming how companies find and get financing. CAPX is not a financial institution, but we have years of experience that has given us powerful insights to make the corporate finance process uniform, efficient and transparent. Please explore our site to find out more about what we do, and feel free to email us at info@capx.io to learn more.
The following Terms of Service apply to your use of the CAPX website (www.capx.io), and also include some general information about the services we offer. Our lawyers insist that we include the terms, so we insisted that they let us know what they actually mean. Fortunately, as the publicly available portions of the site only include general information, this is actually pretty simple.
CAPX is a technology company with a platform that helps connect companies with sources of financing. The site features information about us and our services, and is provided to help inform potential users of the services. Unless you register an account with us and enter into separate terms for the use of our platform, that is the only thing you can use it for – to learn more about us. We own all information on the site and, if you send us any suggestions about the site or service, we can use them however we choose (and what we will choose is to try to make the site and the service better).
If you want to use the service, you will have to register with us, provide certain information about you and your company, and agree to additional terms. While we do our best to keep the site up to date and accurate, we are not responsible for any errors on the site. If you send us any information about yourself (for example, when emailing to learn more about the service), we will only use that information as described in our privacy policy available at www.capx.io/privacy. You are responsible for your use of the site, and, in the unlikely event that you cause us harm in doing so, will “indemnify” us (pay for) any harm we suffer.
General Terms of Service
Last Updated: November 27, 2018
CAPX, LLC, d/b/a as CAPX ("CAPX") licenses a proprietary, cloud-based platform that helps connect companies seeking capital (“Capital Seekers”) with financial institutions ("Capital Providers") as further described below (the “Service”). These Terms of Service (the "Terms"), including any Supplemental Agreements (as defined below) applicable to you, are a legally binding agreement between you and CAPX. As used in these Terms, “you” and “your” refer to any user of CAPX's website(s), services or applications at www.capx.io (collectively, the “Site”). "We", "us", and "our" refer to CAPX and our directors, officers, employees, contractors, owners, agents, licensors, or licensees. CAPX IS NOT A BANK OR FINANCIAL INSTITUTION AND DOES NOT PROVIDE INVESTMENT ADVICE OR CONSULTING SERVICES TO USERS OF THE SERVICE. WE ARE SOLELY THE PROVIDER OF THE SERVICE DESCRIBED ON THIS SITE.
ACCEPTANCE; AMENDMENT
By accessing the Site, you agree to, and are bound by, the terms and conditions of these Terms. To use the Service you must register with us, and as part of the registration process you will be required to affirmatively accept these Terms and certain additional terms and conditions depending on whether you are a Capital Seeker or Capital Provider (such additional terms and conditions, “Supplemental Agreements”). If there is a conflict between these Terms and any Supplemental Agreement, the Supplemental Agreement will control. You may not use the Site or Service if (a) you are not of legal age to form a binding contract with CAPX; or (b) you are prohibited by law from visiting the Site. SECTION 11 OF THESE TERMS REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IF THERE IS A DISPUTE ABOUT THE SERVICE OR THESE TERMS.
CAPX may amend these Terms at any time upon reasonable notice, as determined by CAPX in its sole discretion. CAPX will post notice of any amendment on this page, including the date such amendment takes effect. You should regularly check this page for updates to Terms. By using the Site after such notice is provided, you accept and agree to the amended Terms. If you do not agree to an amendment, you must stop using the Site and Service. If you have any questions about these Terms, please contact us at support@capx.io.
PRIVACY CAPX is committed to protecting your privacy. All information related to you that we collect and use in connection with the Site and Service, including information that may be used to identify you, is subject to our Privacy Policy (available at www.capx.io/privacy), which is incorporated by reference into these Terms. The Privacy Policy describes our collection and possible use of information provided by you. By using the Site or Service, you agree to, and are bound by, the Privacy Policy.
YOUR ACCOUNT If you wish to access the Service, you must register as a master user for a Capital Seeker or Capital Provider or receive invitation to register by a master user affiliated with a Capital Seeker or a Capital Provider with a registered profile on CAPX. Requirements for registering an entity or individual with the Services are made available during the sign up process, and governed by the Supplemental Agreements. All users who register with the Service are responsible for keeping their access credentials safe and secure and ensuring that all information submitted in connection with their account is accurate and current at all times. Any entity registered with the Service is responsible for the acts of its employees and other registered users on the Service. No registration is required to simply access the Site without using the Service.
THE SERVICE The Service allows Capital Seekers and Capital Providers to more efficiently identify, analyze, and engage with potential counterparties for financing transactions, as more fully described in the Supplemental Agreements.
FEES We do not charge Capital Seekers a fee for the general access of the Service. Fee information is available in the Supplemental Agreements.
YOUR USE OF THE SITE AND SERVICE
Grant and Restrictions. CAPX grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Site, subject to these Terms. You may not (a) copy, reproduce, record, or make any part of the Site available to the third parties except as explicitly permitted herein, (b) attempt to gain access to the Service if you are not authorized to do so, or otherwise circumvent any technology used by CAPX to protect the Service, (c) use any manual or automated means to “scrape” or download data from the Site (except that public search engines may do so to create publicly available searchable indices of the publicly available pages of the Site, but may not cache or archive any information from the Site); (d) remove or alter any copyright, trademark or other intellectual property notices contained on or provided through the Site, or (e) violate any terms of these Terms in your use of the Site. Additional terms with respect to the Service are included in the Supplemental Agreements.
Business Purpose. You will only use the Site or Service for bona fide internal business purpose. Except as expressly permitted in any Supplemental Agreement applicable to you, you may not use the Site or Service to obtain information about or make decisions about anyone but yourself and/or your business. For avoidance of doubt, you are only permitted to use the Site if you are, or intend to be, the principal party of a proposed financial transaction. You are not permitted to use the Site to broker financing transactions for a third party Capital Seeker and you are not permitted to use the Site to arrange financing transactions in which a third party Capital Provider is the principal capital provider.
Compliance with Law. You will comply with all applicable laws, statutes, ordinances and regulations in your use of the Site and Service and in conduct of your business related to your use of the Service. Use of the Site for illegal, fraudulent or abusive purposes may be referred to law enforcement authorities without notice.
Feedback. Any feedback, comments, or suggestions you may provide regarding us, the Site, or the Service (“Feedback”) is entirely voluntary and we will have a perpetual, irrevocable, unrestricted and royalty-free right to use such Feedback as we see fit and without any obligation to you.
Proprietary Rights. As between you and CAPX, all right, title and interest in the Site, Service and any other materials furnished or made available to you via the Site and Service, and all modifications and enhancements thereof, including all copyright rights, patent rights and other intellectual property rights in each of the foregoing, belong to and are retained solely by CAPX or CAPX’s licensors and providers, as applicable. CAPX respects the intellectual property rights of others, and we ask you to do the same. If you believe that your work is the subject of copyright infringement and/or trademark infringement and appears on the Site, please provide our designated agent with the following information:
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Identification of the copyrighted and/or trademarked work claimed to have been infringed, or, if multiple works at a single online site are covered by a single notification, a representative list of such works at that site.
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled at the Site, and information reasonably sufficient to permit us to locate the material.
Information reasonably sufficient to permit us to contact you as the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright and/or trademark owner, its agent, or the law.
A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Our agent for notice of claims of copyright or trademark infringement can be reached as follows:
Attn: Rocky Gor
Email: rocky@capx.io
Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
INDEMNIFICATION. You agree to release, indemnify, and hold harmless CAPX and its affiliates, and their respective officers, directors, employees and agents, from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way related to: (a) your access to, use of, or inability to use the Site or Service; (b) your breach of these Terms; (c) your violation of any rights of a third party in connection with your use of the Site or Service; (d) your interaction with any other user of the Site or Service; and (e) your violation of any applicable law.
DISCLAIMER OF WARRANTIES.
General. EXCEPT AS EXPLICITLY SET FORTH HEREIN, CAPX EXPLICITLY DISCLAIMS ALL WARRANTIES, EXPRESS ANG IMPLIED, ARISING OUT OF THESE TERMS, THE SITE, OR THE SERVICE. YOUR ACCESS TO AND USE OF THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. The entire risk as to satisfactory quality, performance, accuracy, and effort of the Site and Service is with you. CAPX does not represent or warrant that the Site or Service will be available, accessible, uninterrupted, timely, secure, accurate, complete, or error-free. This disclaimer of warranty extends to each user of the Site and/or Service and is in lieu of all warranties and conditions whether express, implied, or statutory, including the implied warranties of merchantability, fitness for particular purpose, title, and non-infringement with respect to the Site and Service, and any implied warranties arising from course of dealing or course of performance.
No Financial Advice. YOU AGREE AND ACKNOWLEDGE THAT CAPX IS NOT A FINANCIAL OR INVESTMENT ADVISOR, BANK, LENDER, INVESTOR, BROKER DEALER OR FINANCIAL INSTITUTION OF ANY KIND AND SHOULD NOT BE RELIED UPON FOR FINANCIAL, LEGAL, TRANSACTION, TAX, ACCOUNTING OR CAPITAL STRUCTURE RELATED ADVICE. All information provided by CAPX should be individually verified and considered by you without any assumption of expertise on the part of CAPX. You are encouraged to seek necessary advice from relevant third party professionals. CAPX MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE QUALITY OR SUITABILITY OF ANY THIRD PARTY PRODUCTS OR SERVICES THAT MAY BE MADE AVAILABLE TO YOU ON THE SITE OR THROUGH SERVICE, OR AS THE CONDUCT OF OTHER USERS OF THE SITE OR SERVICE. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE OR SERVICE AND WITH OTHER PERSONS OR ENTITIES WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE AND/OR SERVICE, PARTICULARLY IF YOU DECIDE MEET OR CONDUCT BUSINESS WITH SUCH PERSONS OR ENTITIES.
LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES WILL CAPX OR ITS AFFILIATES BE LIABLE TO YOU FOR (A) EXCEPT AS REQUIRED UNDER APPLICABLE LAW, ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM OR RELATING TO THESE TERMS, THE USE OR INABILITY TO USE SITE, OR THE USE OR INABILITY TO USE THE SERVICE (EVEN IF CAPX KNOWS OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), INCLUDING DAMAGES FOR LOSS OR CORRUPTION OF DATA OR DOCUMENTATION, SERVICE INTERRUPTIONS, OR CAPX'S OR YOUR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, OR (B) ANY DIRECT DAMAGES IN EXCESS OF $100.
TERM AND TERMINATION. These Terms will commence on the date you first access the Site and remain in effect until either Party terminates these Terms as set forth herein (the “Term”). CAPX may terminate these Terms at any time in its sole discretion by providing notice of such termination either generally or to you. You may terminate these Terms at any time by ending your use of the Site and the Service and notifying CAPX at support@capx.io.
CHOICE OF LAW; ARBITRATION
Choice of Law. These Terms, for all purposes, will be governed and interpreted according to the laws of the State of New York, without giving effect to its conflicts of laws provisions that would require a different result.
Arbitration of Disputes. Any dispute that may not be brought in small claims court will be resolved by binding and confidential arbitration conducted before one commercial arbitrator from the American Arbitration Association (“AAA”) with substantial experience in resolving commercial contract disputes and governed by the AAA’s Commercial Arbitration Rules.
YOU ARE GIVING UP YOUR RIGHT TO GO TO COURT FOR ANY DIPUTE ARISING UNDER THESE TERMS EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT. YOUR RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE OR JURY. YOU ARE ENTITLED TO A FAIR HEARING, BUT THE ARBITRATION PROCEDURES ARE SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. ARBITRATOR DECISIONS ARE AS ENFORCEABLE AS ANY COURT ORDER AND ARE SUBJECT TO VERY LIMITED REVIEW BY A COURT.
ANY CLAIMS BROUGHT BY EITHER PARTY MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF.
The arbitration award will be final and binding upon the parties without appeal or review except as permitted by State of New York law or United States federal law.
Notwithstanding the foregoing, (i) either Party may bring an individual action in small claims court, and (ii) claims of (1) defamation, (2) violation of the Computer Fraud and Abuse Act, or (3) infringement or misappropriation of the other party’s intellectual property rights, may be exclusively brought in the state or federal courts located in New York County, New York. The Parties agree to submit to the exclusive personal jurisdiction of such courts for such purpose. A request for equitable relief will not be deemed a waiver of the right to arbitrate.
With the exception of Section 11.2(a), if any part of Section 11.2 is deemed to be invalid or unenforceable for any reason then the balance of Section 11.2 will remain in effect. If, however, Section 11.2(a) is found to be invalid or unenforceable for any reason, then Section 11.2 will be null and void, neither party will be entitled to arbitration, and any claims relating to these Terms will be exclusively brought in a state or federal court located in New York County, New York.
GENERAL TERMS.
Electronic Communications. By using the Site and/or the Service you consent to receiving electronic communications from CAPX. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Site and/or Service. These electronic communications are part of your relationship with CAPX. You agree that any notices, agreements, disclosures or other communications that CAPX sends you electronically will satisfy any legal communication requirements, including that such communications be in writing.
Waiver. The waiver by CAPX of a breach of any provision contained herein will be in writing and will in no way be construed as a waiver of any subsequent breach of such provision or the waiver of the provision itself.
Interpretation. References to “Sections” are references to the sections of these Terms. The singular includes the plural, and the plural includes the singular. All references to “hereof’ and other similar compounds of the word “here” mean and refer to these Terms as a whole rather than any particular part of the same. The terms “include” and “including” are used for example and not limitation. The headings, captions, headers, footers and version numbers contained in these Terms are intended for convenience or reference and will not affect the meaning or interpretation of these Terms.
Third Party Beneficiaries. Nothing in these Terms, expressed or implied, is intended to confer upon any person, other than the Parties and their successors and permitted assigns, any of the rights hereunder.
Survival. All provisions of these Terms that by their nature extend beyond the expiration or termination of these Terms will survive the termination of these Terms.
Severability. Subject to Section 11.3, if any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions of these Terms will not be affected thereby and will be binding upon the Parties and will be enforceable, as though said invalid or unenforceable provision were not contained in these Terms.
Assignment. Neither these Terms nor any rights hereunder may be transferred by you without the prior written consent of CAPX.
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