Terms of Service
Definitions
"Affiliate" means an entity that controls, is controlled by or is under common control with a Party, where "control" means ownership of more than 50 % of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
"Account" means a unique account created for You to access our Service or parts of our Service.
"Basic" refers to Accounts having free access to a version of the Service with limited functionality, limited service and limited support.
"Business Day" means a day where the banks in Denmark are generally open for ordinary banking business to the public (other than internet banking only).
"Company" (referred to as either "the Company", "We", "Us" or "Our" in these Terms) refers to CAP TechCo ApS, 44099578, Dronningens Tværgade 26, 1302 Copenhagen, Denmark.
"Content" refers to content such as text, images, or other information that can be posted, uploaded, linked to, or otherwise made available by You, regardless of the form of that content.
"Fair Use" refers to the reasonable and appropriate use of the Service in accordance with these Terms of Service, applicable laws, and common practices. It includes using the Service for its intended purpose, and in a manner that does not abuse, exploit, or disproportionately strain our resources or negatively impact other users' experience. Fair Use prohibits any unlawful, harmful, or excessive activities that may compromise the integrity, security, or performance of the Service.
"Feedback" means feedback, innovations, changes, or suggestions sent by You regarding the attributes, performance, or features of our Service.
"Parties" means the Company and You.
"Party" means either the Company or You
"Payment Plan" means a predefined option for signing up for Premium. A Payment Plan sets the price and duration ("Validity Period") of the Premium license.
"Premium" refers to paid Accounts having access to the full version of the Service with extended service and support levels as further described in section 18.
"Service" refers to the CAP Platform (a Venture Operating System, that provides Deal Review and management, Deal sourcing, Portfolio & Investment Administration, Fund operations and Fund performance, Investor Management, a Chatbot and AI Assistant, and other support services), including but not limited to its source code, features, and functionalities, which is provided to You by software as a service solution.
"Terms of Service" (also referred to as "Terms") means these Terms of Service that form the entire agreement between You and the Company regarding the use of the Service.
"Validity Period" means the period for which a Premium license is valid as per the selected Payment Plan.
"You" means the customer accessing or using the Service, and the individual, or other legal entity on behalf of the customer who access or use the Service, as applicable.
Agreed Terms
Introduction
These Terms apply to Your use of our Service, unless otherwise agreed in a separate agreement, service order, or the like, and these Terms set out the rights and obligations of all users when using the Service.
Your access to and use of the Service is conditioned upon Your acceptance of and compliance with these Terms. By accessing or using the Service, You Agree to these Terms. If You disagree with any part of these Terms, You may not access or use the Service.
The service is available at two levels - "Basic" and "Premium". Unless otherwise specified, these Terms apply to both versions.
You are expected to use our service in a reasonable manner consistent with its intended purpose. We reserve the right to limit or suspend access for users engaging in excessive or unintended usage that exceeds "Fair Use".
User Accounts
When You create an account with us, You must provide information that is accurate, complete, and up to date at all times.
You are responsible for safeguarding the password that You use to access the Service and for any activities or actions under Your password.
You agree not to disclose Your password to any unauthorised third parties. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of Your account.
You may not use the name of another person or entity as a username or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than You without appropriate authorization, or a name that is otherwise offensive, vulgar, or obscene.
Content
Our Service allows You to upload Content. You are solely responsible for the Content You upload to the Service, including its legality, reliability, and appropriateness. Without prejudice to section 5, You retain any and all of Your rights to any Content You submit, post, or display on or through the Service and You are responsible for protecting those rights.
You represent and warrant that: (i) the Content is Yours or You have the right to use it and grant us the rights and license as provided in these Terms, and (ii) the posting of Your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights, or any other rights of any person.
We are not responsible for the Content, or any other activities performed under Your Account, regardless of whether the activities are performed by You or any third parties using Your account.
You may not upload any Content that is unlawful, offensive, upsetting, intended to disgust, threatening, libelous, defamatory, obscene, or otherwise unacceptable. Examples of such unacceptable Content include, but are not limited to unlawful or promoting unlawful activities; defamatory, discriminatory content about religion, race, sexual orientation, or other targeted groups; installing any viruses, worms, malware, trojan horses, or other malicious content that may harm, disrupt, damage, or limit the functioning of Our Service; infringing any proprietary rights of any party, including patent, trademark, trade secret, copyright, or other intellectual property; impersonating any person or entity including the Company and its employees or representatives; violating the privacy of any third person; false information.
The Company reserves the right to determine whether or not any Content is appropriate and complies with these Terms, and to refuse or to remove this Content. The Company further reserves the right to make formatting and edits and change the manner of any Content if it does not comply with these Terms. The Company can also limit or revoke the use of the Service if You post unacceptable Content. You understand that by using the Service, You agree that under no circumstances will the Company be liable in any way for any content, including any errors or omissions in any content, or any loss or damage of any kind incurred as a result of Your use of any content.
Confidentiality
The parties shall be bound by a duty of confidentiality in relation to any information they may receive about each other during these Terms, and all confidential information, including information about the Service and all material relating thereto shall be treated confidentially ("Confidential Information"). Neither Party may use or disclose such Confidential Information except as part of the fulfilment of these Terms and in accordance with this provision.
The duty of confidentiality includes the parties' employees and others who act on behalf of the parties in connection with the fulfilment of these Terms.
Employees of the Company must not disclose, exploit, or otherwise use any information provided by You.
The parties undertake to take the necessary precautions to prevent Confidential Information from being made available to others in violation of this section and that no unintentional dissemination of software or documentation takes place without prior written authorisation.
The foregoing restrictions do not apply to any Confidential Information that (i) is publicly disclosed through no fault of the receiving party, (ii) is already lawfully in the receiving party's possession and not subject to a confidentiality obligation to the disclosing party, (iii) becomes known to the receiving party from a third party having an apparent bona fide right to disclose the information, or (iv) is Confidential Information that the receiving Party is obligated to produce pursuant to an order of a court of competent jurisdiction or a valid administrative subpoena, provided the receiving Party supplies the disclosing Party with timely notice of such court order or subpoena.
Each party may keep a copy of the Confidential Information for internal documentation purposes or if required to do so by national law.
The duty of the confidentiality obligation applies to both parties indefinitely after the termination of the Agreement, regardless of the reason, unless otherwise agreed in writing.
Intellectual Property
The parties retain all intellectual property rights, including any patent, trademark, copyright, goodwill, design, drawing, software, and other rights ("IPR") developed, acquired, licensed to, or owned by a party prior to entering into the Agreement.
For the avoidance of doubt the Service and its original content (excluding Content provided by You or other users), features, source code, and functionality are and will remain the exclusive IPR of the Company.
The Company grants to You a non-exclusive, worldwide, revocable, and royalty free license to access and use the Service for Your commercial purposes in accordance with these Terms.
Content uploaded to the Service remains Your intellectual property. You grant to the Company the right to create an anonymized copy of any and all Content. This anonymized Content may be used, without restriction, for text- and datamining, statistics, analytics, and further development of the Service, including the development of the AI solutions included in the Service. Any and all Personally Identifiable Information uploaded to the Service by You will at all times be anonymized, including but not limited to full names, company names, phone numbers, and other such entities. The sole purpose of using anonymized Content is to improve the Service and develop enhanced product experience for the benefit of You and all additional Customers of the Company.
Our trademarks may not be used in connection with any product or service without our prior written consent. The Company may use You and your logo as reference for marketing purposes.
You agree to defend the Company against, or settle, any Claims against the Company brought by a third party and that arises from Your breach of this Agreement; and You agree to indemnify and hold harmless the Company from any damages, legal costs and reasonable expenses finally awarded against the Company, or the amounts payable by the Company under a settlement, as a result of such Claim against the Company, provided that the Company promptly gives You a written notice of such Claim, gives You sole control of the defence, and provides You with reasonable and timely assistance at Your expense.
Logo and Company Usage
You grant the Company the right to use Your logo and business name on Our website for promotional purposes.
The Company agrees to use Your logo and business name in a manner consistent with Your brand guidelines, if provided.
The Company will not alter, modify or distort Your logo without Your express written permission.
The Company will not use Your logo or business name in a way that implies any endorsement beyond being a user of Our Service.
You may revoke this permission at any time by submitting a written request to [email protected]. We will remove Your logo and business name from Our website within 30 days of receiving Your request.
Feedback and requests
You assign all rights, title, and interest in any Feedback You provide to the Company. If for any reason such assignment is ineffective, You agree to grant to the Company a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use, reproduce, disclose, sub-license, distribute, modify, and exploit such Feedback without restriction.
Privacy
When using the Service, we may process personal data about You and any authorised users as a data controller to be able to provide You with our Service. Please see our Privacy Policy related to our processing of personal data.
You are the data controller for any personal data You upload to the Service. The Company acts as a data processor on behalf of You and the processing of personal data is subject to our separate Data Processing Agreement linked to in Appendix 1.
By accepting Terms of Service, you automatically agree to and enter into our Data Processing Agreement, which governs how we process and protect your personal data.
Term & Termination
Regardless of whether Your Account is a Basic Account or a Premium Account, the Company may terminate Your access to the Service with immediate effect and without further notice in case of Your breach of the Terms, or if bankruptcy proceedings are initiated against you.
Upon termination, Your right to use the Service will cease immediately. Any data stored in the Service will be retained for an additional 30 days, after which all such data will be deleted.
For further details on term and termination, please refer to section 18 for Basic accounts and section 18 for Premium Accounts
Limitation of liability
The Company disclaims any liability in relation to these Terms or use of the Service.
In no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of these Terms, even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose).
You undertake to indemnify the Company against product liability damages, third party losses and other claims from third parties as a result of Your use of the Service.
Disclaimers
Save for sections 18.5 and 18.6,
- the Company - to the maximum extent permitted under applicable law, on its own behalf and on behalf of its Affiliates and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice.
- the Company provides no warranty or undertaking, and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems, or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.
- neither the Company nor any of the company's providers make any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, or the content are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.
Links to other websites
Our Service may contain links to third-party web sites or services that are not owned or controlled by the Company.
The Company has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third-party web sites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services, and we refer You to the terms and conditions and privacy policies of any third-party web sites or services that You visit.
Law and Venue
The laws of Denmark, excluding its conflicts of law rules, shall govern these Terms and Your use of the Service.
Any dispute arising out of or in connection with these Terms shall first be amicably settled by negotiation. If the parties do not achieve a mutually satisfactory outcome of the negotiations within fifteen (15) Business Days, any dispute arising out of or in connection with these Terms, including any dispute regarding their existence, validity, or termination, shall be finally settled by arbitration at the Danish Institute of Arbitration in accordance with the rules adopted by the Danish Institute of Arbitration in this regard.
Changes to the Service
The Company can make changes, updates, improvements, additions etc. to the Service on an ongoing basis. The Company is also entitled to change the composition and structure of the solution.
Assignment
The Company may transfer the rights and obligations under these Terms, to any of its Affiliates without Your consent.
You may transfer the rights and obligations under these Terms subject to a prior written approval from the Company one (1) month in advance until the end of a month.
Changes to these Terms
We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material, We will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.
By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, You must stop using the Service.
Additional terms for Basic level
The terms in this section 17 only apply for users of the Basic version of the service.
Where clauses in this section 17 conflict with clauses in other parts of the Terms, the clauses in this section 17 shall prevail.
License
Use of the Service at Basic level is free of charge.
The Company grants to You a non-exclusive, non-transferable, revocable, royalty-free license to access and use the Service for Your commercial purposes in accordance with these Terms.
Term and termination
These Terms apply as long as You are using the Service.
You may terminate Your use of the Service at any time and without cause by closing Your Account with us, which can be done from within the Service.
Warranties
- The Service is provided to You "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind.
Additional terms for Premium level
The terms in this section 18 only apply for users of the Premium version of the Service.
Where clauses in this section 18 conflict with clauses in other parts of the Terms, the clauses in this section 18 shall prevail.
License and license fee
You may upgrade your Account to Premium at any time by signing up for Premium and paying the applicable license fee.
Subject to payment of the applicable license fee, the Company grants to You a non-exclusive, worldwide, royalty-free, time-limited and revocable license to use the Service for Your commercial purposes in accordance with these Terms.
Term and termination
Your license will be valid from the day, Your payment is registered with us and for the duration of the Validity Period applicable for the selected payment plan.
At the end of a Validity Period, your license will automatically renew for a period of similar length, unless you terminate the license by providing written notice to us before the end of the Subscription Period.
If we have not received Your payment on the 5th Business Day of a Validity Period, we will downgrade Your Account to Basic. You can always upgrade Your account again.
Intellectual property
- The Company agrees to defend You against, or settle, any demands, claims, causes of action, suits and proceedings ("Claims") against You brought by a third party alleging that the Service, to the extent used in accordance with Our guidelines as amended from time to time, infringes or misappropriates such third party's intellectual property rights in the territory and during the term where the Service is utilized by You in accordance with this Agreement, and the Company agrees to indemnify and hold You harmless from any damages, legal costs and reasonable expenses finally awarded against You, or the amounts payable by You under a settlement, as a result of such Claim against You; provided that You promptly give the Company a written notice of such Claim, give the Company sole control of the defence, and provide the Company with reasonable and timely assistance at Our expense. Upon becoming aware of any such Claim, the Company may, at Our option and expense, either: (i) obtain for You the right to continue to use the Service; (ii) replace or modify the Service so it becomes non infringing; or (iii) if We determine that the resolutions described in items (i) and (ii) are not commercially practicable, then terminate this Agreement and the licenses granted hereunder with prior written notice to You and refund to You the price paid for Your license; provided that if the license was procured on a subscription basis, then the Company shall solely refund to You any prepaid but not used subscription fees. This section sets out the Company's entire liability and Your sole remedy with respect to any Claims concerning infringement or misappropriation of third-party intellectual property rights.
Warranties
- The Company will make all reasonable efforts to ensure that the Service is available at any time, except for planned service windows announced by e-mail, operates with the highest possible stability and is free of material errors.
Changes to these Terms
- For Premium users, changes to these Terms shall not come into effect until the first day after the end of the Subscription Period, in which the changes take effect for Basic users.
Appendix 1 Data Processing Agreement
Find our Data Processing Agreement (DPA) through this link. The version of the DPA will always be our latest version and marked with date for latest revision.