CAPBASE TERMS OF SERVICE
Last Updated: May 12, 2020
By accessing or using any website, product, or services (collectively, the “Services”) made available by Capbase Inc (“Capbase” or “us” or “we”), you acknowledge that you: (i) have read and agree to follow and be bound by these Terms of Service (the “Terms”); and (ii) agree to comply with all applicable laws and regulations, including United States federal, state, and local laws and regulations, including export and re-export control laws and regulations. "User," "you" and "your" refer to each customer, visitor, or user of any Services. If you access or use the Services on behalf of a company, organization, or other entity, then: (a) "you" and "your" also refers to that entity; (b) you represent and warrant that you are a representative of the entity with the authority to bind it to these Terms; and (c) you agree to these Terms on the entity's behalf.
We may revise these Terms at any time and for any reason without notice to you. It is your responsibility to review these Terms periodically. IF YOU DO NOT ACCEPT OR AGREE WITH THESE TERMS, YOU MUST NOT ACCESS OR USE THIS WEBSITE OR THE SERVICES.
YOU AGREE THAT BY USING THE SITE, ANY RELATED APPLICATIONS, AND THE SERVICES YOU ARE AT LEAST 18 YEARS OF AGE AND YOU ARE LEGALLY ABLE TO ENTER INTO A CONTRACT. BY REGISTERING TO USE ANY OF THE SERVICES, YOU ARE ENTERING INTO A LEGALLY BINDING AGREEMENT WITH US.
These Terms require the use of arbitration on an individual basis to resolve disputes. That means no jury trials or class actions. It also limits the remedies available to you in the event of a dispute. See Section titled DISPUTE RESOLUTION below.
Capbase is not a law firm and may not and does not perform services performed by an attorney. Capbase provides the Services to you to prepare your own legal documents and filings using our Capbase automated software solution. The Services include general information on commonly encountered legal issues. We never review your answers for legal sufficiency, draw legal conclusions, provide legal advice, opinions or recommendations about your legal rights, remedies, defenses, options, selection of forms, or strategies, or apply the law to the facts of your particular situation. Our Services are not substitutes for the advice of an attorney and if you need legal advice for your specific matter, or if your matter is too complex to be addressed by the Services, you should consult a licensed attorney in your area. The Services are not a substitute for the advice or services of an attorney.
You are and will be representing yourself in any matter you undertake using the Services, unless you retain your own attorney who agrees to a representation arrangement that includes matters you undertake using the Services. Using the Services DOES NOT create an attorney-client relationship and provide related privileges. We are not your attorney.
Capbase endeavors to keep its legal documents accurate, current and up-to-date. However, because the law changes rapidly, we cannot guarantee that all of the information provided in the Services is completely current. The law is different from jurisdiction to jurisdiction, and may be subject to interpretation by different courts. The law relates to specific matters, and no general information or Services like the kind Capbase provides can fit every circumstance. The Services are not customized to your particular needs. Furthermore, the legal information contained in the Services is for informational purposes only and is not legal advice and is not guaranteed to be correct, complete or up-to-date. Therefore, if you need legal advice for your specific issue, or if your specific issue is too complex to be addressed by our tools, you should consult a licensed attorney in your geographic area.
Capbase may provide certain attorney access services and introduce our Users to attorneys or other professionals through various methods, including but not limited to: (a) legal plans; (b) third-party attorney directory listings; and (c) third-party limited scope agreements. No attorney-client relationship is intended by or created with Capbase through the performance of any such services.
Right to Change Services
We may, without prior notice to you, change the Services, stop providing the Services or features of the Services, or create usage limits for the Services. We may permanently or temporarily terminate or suspend your access to the Services for any reason, without notice and with no liability of any kind, including if in our sole determination you violate any provision of these Terms, or for no reason. Upon termination for any reason or no reason, you continue to be bound by these Terms. Any data, account history and account content residing on the servers running the Services may be deleted, altered, moved or transferred at any time for any reason in our sole discretion, with or without notice and with no liability of any kind. Capbase does not provide or guarantee, and expressly disclaims, any value, cash or otherwise, attributed to any data residing on the servers running the Services.
You must ensure the security and integrity of your account. Certain parts of the Services require that you have a user account (a “User Account”). You are responsible for all activity that happens on or through your User Account. You are responsible for keeping your User Account password confidential. You may not access or use another person's User Account. We are not liable for any harm you incur as a result of another person's use of your User Account. You may be held liable for any harm Capbase incurs as a result of another person's use of your User Account.
Each User Account is associated with a single email address and you will choose the email address you register for a User Account and the password. If the domain of the email address associated with a User Account is owned or controlled by an organization (such as your employer or school), you grant that organization and its User Account administrator(s) permission to: (a) identify User Accounts associated with the domain owned or controlled by the organization; and (b) administer your User Account (which includes suspending or canceling it, resetting the password, or accessing usage, profile, content, or other User Account information). You acknowledge and agree that we may assist the organization with such administration.
Service Fees and Charges.
User agrees to pay the fees for the Services in accordance with the applicable fee schedules listed at capbase.com/pricing. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Services at the prices in effect when such charges are incurred. You will pay applicable taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions. Fees for the Services shall be paid in full for the year on the date (the “Start Date”) that User commences using the services as a paying customer. Thereafter, the User will pay the fees due on the annual anniversary of the Start Date.
If you register with us, you may cancel your account at any time; however, there are no refunds for User cancellation. In the event that Capbase suspends or terminates your account or these Terms due to a breach by User of any agreement with us, you understand and agree that you shall receive no refund or exchange for any unused time or service on a subscription, any license or subscription fees for any portion of the Services, any content or data associated with your account, or for anything else.
Capbase reserves the right to change the fees for its Services from time to time. User will be notified of any change to existing fees at least thirty (30) days before the fee change goes into effect on the annual anniversary of the Start Date (see “Notices” below). If a fee increase or change to this Agreement is not acceptable to User, User may notify Capbase as provided herein prior to the time when such fee increase or change to this Agreement takes effect. If User elects to terminate, services will cease on the day before the annual anniversary of the Start Date. User’s continued use of the Services beyond the cancellation window constitutes User’s agreement to those changes.
Capbase or its suppliers retain all right, title and interest (including all copyright, trade secret, patent and other rights) in and to the Services. If you give feedback on the Services, for example recommendations for improvements or features, such feedback will be deemed non-confidential and non-proprietary, and implementation of that feedback is owned by us and may become part of the Services without compensation to you. We reserve all rights in and to the Services unless we expressly state otherwise. The Services contain proprietary and confidential information that is protected by applicable intellectual property and other laws.
Except as explicitly provided herein, nothing in the Terms shall be deemed to create a license in or under any intellectual property, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Services. Use of the materials on the Services for any purpose not expressly permitted by these Terms is strictly prohibited.
The Services and all material therein, including without limitation, all text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, and computer code, including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of content, contained in the Services is owned, controlled, or licensed by Capbase, and is protected by trade dress, copyright, patent and trademark laws, and other various intellectual property rights and unfair competition laws.
Except as expressly provided in these Terms, no part of the Services maybe be copied, reproduced, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including mirroring) to any other computer, server, Web site or other medium for publication or distribution or for any commercial enterprise, without Capbase’s express written consent.
You may download publicly-available Content on the Services only for your personal, non-commercial use, provided that: (a) you keep intact all copyright and other proprietary notices; and (b) if your copying or use of copyrighted materials on the Services is other than “fair use” under federal copyright laws, you must seek permission directly from us. This permission terminates automatically without notice if you breach any of the provisions, terms or conditions of these Terms. On any such termination, you agree to immediately destroy any downloaded or printed materials. Any unauthorized use of any materials contained in the Services may violate copyright laws, trademark laws, laws of privacy and publicity and communications regulations and statutes.
Links to Third Party Sites
The Services may contain links to websites controlled by parties other than Capbase (each a "Third Party Site"). Capbase works with a number of partners and affiliates whose sites are linked with ours. We may also provide links to other citations or resources with whom it is not affiliated. Capbase is not responsible for and does not endorse or accept any responsibility for the availability, contents, products, services or use of any Third Party Site, any website accessed from a Third Party Site or any changes or updates to such sites. Capbase makes no guarantees about the content or quality of the products or services provided by such sites. Capbase is not responsible for webcasting or any other form of transmission received from any Third Party Site. Capbase is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Capbase of the Third Party Site, nor does it imply that Capbase sponsors, is affiliated or associated with, guarantees, or is legally authorized to use any trade name, registered trademark, logo, legal or official seal, or copyrighted symbol that may be reflected in the links. You acknowledge that you bear all risks associated with access to and use of content provided on a Third Party Site and agree that Capbase is not responsible for any loss or damage of any sort you may incur from dealing with a third party. You should contact the site administrator for the applicable Third Party Site if you have any concerns regarding such links or the content located on any such Third Party Site.
You agree not to harm the Services and not to access or use the Services to harm others, including Capbase. You must not engage in any activity or transmit any information that, in our sole discretion:
- accesses or uses the Services in a manner that is harmful, threatening, harassing, or otherwise objectionable to others;
- violates any law or regulation;
- improperly impersonates others or misrepresents or conceals your identity or your affiliation with others;
- solicits, accesses, discloses, or uses the sensitive information (includes personally identifiable information, confidential information, or other proprietary or valuable information) of others either without their permission or in an otherwise objectionable manner;
- violates or infringes the intellectual property rights or other proprietary rights of others;
- circumvents or otherwise interferes with security, access or usage restrictions, or other measures employed to control, restrict, or prevent access to the Services or other information contained on or obtained from or through the Services;
- damages, disables, interferes with, overburdens, or otherwise impairs the Services or any computer software or hardware or electronic communications equipment;
- uses any content or other information contained on or obtained from or through the Services, except as provided for in these Terms or with our prior written permission;
- copies or modifies the Services or otherwise affects the display of the Services as provided by Capbase or distributes, sells, leases, or makes any portion of the Services available for access by third parties in any manner other than as provided by Capbase;
- uses automated or any other unauthorized means to modify, reroute, access, or use the Services;
- reverse engineers or otherwise attempts to derive source code of the Services, unless laws prohibit those restrictions or you have our prior written permission;
- is in connection with any effort to (i) develop or operate a product or service that is competitive with the Services or that uses ideas, features, functions, or graphics similar to those of the Services, or (ii) copy ideas, features, functions, or graphics of the Services;
- accesses or uses the Services for unauthorized advertising, marketing, or communication or for other unauthorized commercial purposes;
- violates these Terms; or
- attempts any of the foregoing or assists, permits, or encourages others to do or attempt any of the foregoing.
Monitoring User Content and Conduct
Capbase is not obligated to monitor access to or use of User Content or to review or edit any User Content. But Capbase has the right to do so for the purposes of providing the Services, ensuring compliance with these Terms, and complying with applicable law or other legal requirements. Capbase reserves the right, but is not obligated, to remove or disable access to any User Content, at any time and without notice, for any reason, including, but not limited to, if we, at our sole discretion, considers any User Content to be objectionable or in violation of these Terms. Capbase has the right to monitor access to and use of the Services and to investigate conduct that we believe could affect the Services, including violations of these Terms. Capbase may also consult and cooperate with law enforcement authorities and administrative agencies to prosecute Users who violate the law.
Some parts of the Services permit Users to post content such as profile or transaction information, ratings, comments, questions, and other content or information (any such materials a User submits, posts, displays, or otherwise makes available on the Services "User Content"). We are not the publisher or author of the User Content. We take no responsibility for and assume no liability for any content posted by you or a third party. You retain ownership of your User Content.
You hereby represent, warrant and affirm that:
- Your User Content and Capbase’s use thereof as contemplated by these Terms and the Services will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights;
- Capbase may exercise the rights to your User Content granted under these Terms of service without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise;
- to the best of your knowledge, all your User Content and other information that you provide to us is truthful and accurate;
- Capbase takes no responsibility and assumes no liability for any User Content that you or any other user or third party posts or sends over the Services. You shall be solely responsible for your User Content and the consequences of posting or publishing it, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that Capbase shall not be liable for any damages you may incur as a result of your User Content;
- You have the right to grant and expressly grant to Capbase any User Content posted by you on the Services, that is a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User;
- Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Services. You also hereby grant each user of the Services a non-exclusive license to access your User Content through the Services, and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Services and under these Terms; and
- Capbase reserves the right, but is not obligated, to edit, remove, re-categorize, pre-screen, reject and/or otherwise modify any User Content that Capbase believes, in its sole discretion, violates these provisions. You understand that publishing your User Content on the Services is not a substitute for registering it with the U.S. Copyright Office, the Writer's Guild of America, or any other rights organization.
The above licenses granted by you in your User Content terminate within a commercially reasonable time after you remove or delete your User Content from the Services. We may retain and use your User Content as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements. Consistent with these requirements, we will try to delete your User Content quickly upon request. Please note, however, that there might be latency in deleting User Content from our servers and backed-up versions might exist after deletion. In addition, we do not delete User Content from our servers that you have in common with other users.
These govern the agreement between Capbase and you. Some Services may be subject to additional posted guidelines, rules or terms of service ("Additional Terms") and your use of such Services will be conditioned on your agreement to the Additional Terms. If there is any conflict between these Terms and the Additional Terms, the Additional Terms will control for that Service, unless the Additional Terms expressly state that these Terms will control.
THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CAPBASE OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, CAPBASE AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICES.
CAPBASE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE CAPBASE SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE, AND CAPBASE WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CAPBASE OR ITS AFFILIATES, LICENSORS, SUPPLIERS OR ANY OTHER PARTY INVOLVED IN CREATING OR DELIVERING THE SERVICES BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT ARISE FROM OR RELATE TO THE SERVICES. UNDER NO CIRCUMSTANCES WILL CAPBASE BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR USER ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CAPBASE ASSUMES NO LIABILITY OR RESPONSIBILITY FOR (A) ANY ERRORS, MISTAKES, OMISSIONS OR INACCURACIES OF CONTENT; (B) ANY PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICES; (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY; (F) ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; AND/OR (G) ANY USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. CAPBASE EXPLICITLY DISCLAIMS ANY AND ALL LIABILITY AND/OR RESPONSIBILITY FOR ANY DISCLOSURE OF INFORMATION THAT MAY BE DEEMED CONFIDENTIAL BY YOU OR ANY THIRD PARTY. IN NO EVENT SHALL CAPBASE, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO CAPBASE HEREUNDER. EXCEPT FOR CAPBASE'S OBLIGATIONS WITH RESPECT TO YOUR "CONFIDENTIAL INFORMATION" EXPRESSLY SET FORTH ABOVE, CAPBASE EXPLICITLY DISCLAIMS ANY AND ALL LIABILITY AND/OR RESPONSIBILITY FOR ANY DISCLOSURE OF INFORMATION THAT MAY BE DEEMED CONFIDENTIAL BY YOU OR ANY THIRD PARTY. IN NO EVENT SHALL CAPBASE, ITS AFFILIATES, LICENSORS, OR SUPPLIERS BE LIABLE TO YOU FOR ANY ACTION, CLAIM, DAMAGE, LOSS, LIABILITY, COST, OR EXPENSE IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO CAPBASE HEREUNDER.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF CAPBASE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
EXCEPT TO THE EXTENT PROHIBITED BY LAW, YOU WILL INDEMNIFY AND DEFEND CAPBASE AND ITS AFFILIATES, EMPLOYEES, ADVISORS, BOARD MEMBERS, LICENSORS, AND SUPPLIERS, SUCCESSORS, AND ASSIGNS, AND THEIR RESPECTIVE REPRESENTATIVES, AFFILIATES, LICENSORS, OR SUPPLIERS, FROM AND AGAINST ANY ACTION, CLAIM, DAMAGE, JUDGMENTS, PENALTIES, FINES, DEMANDS, DISPUTES, LOSS, LIABILITY, COST, OR EXPENSE (INCLUDING REASONABLE ATTORNEYS' FEES) ARISING FROM OR RELATED TO THE ACCESS OR USE OF THE SERVICES BY YOU OR THROUGH YOUR USER ACCOUNT OR ANY VIOLATION OF THESE TERMS BY YOU OR THROUGH YOUR USER ACCOUNT.
CAPBASE RETAINS THE EXCLUSIVE RIGHT TO SETTLE, COMPROMISE, AND PAY, WITHOUT YOUR CONSENT, ANY CLAIMS OR CAUSES OF ACTION THAT ARE BROUGHT AGAINST US. WE RESERVE THE RIGHT, AT YOUR EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER FOR WHICH YOU HAVE INDEMNITY OBLIGATIONS AND YOU AGREE TO COOPERATE WITH OUR DEFENSE OF THESE CLAIMS. YOU AGREE NOT TO SETTLE, WITHOUT OUR PRIOR WRITTEN CONSENT, ANY MATTER FOR WHICH YOU HAVE INDEMNITY OBLIGATIONS OR IN WHICH WE ARE NAMED AS A DEFENDANT OR POTENTIAL DEFENDENT. WE WILL REASONABLY NOTIFY YOU OF ANY MATTER FOR WHICH YOU HAVE INDEMNITY OBLIGATIONS.
Notwithstanding any other provision in these Terms, and except as otherwise set forth in this section, if either User or Capbase has any dispute, controversy, or claim, whether founded in contract, tort, statutory, or common law, concerning, arising out of, or relating to these Terms or the Services, including any claim regarding the applicability, interpretation, scope, or validity of this arbitration clause and/or these Terms (each of the foregoing, a “Legal Claim”) that cannot be resolved directly between User and Capbase, then such Legal Claim will be settled by individual (not class or class-wide), confidential, binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with the then-current Commercial Arbitration Rules and Mediation Procedures of the AAA (the “AAA Rules”), including any expedited procedures. To initiate an arbitration proceeding, an arbitration claim must be submitted by the claimant (the “Claimant”) to the AAA, and a written Demand for Arbitration must be provided to the other party (the “Opposing Party”), pursuant to the AAA Rules. Arbitration hearings will be held in Washington, DC or any other location that is mutually agreed upon by User and Capbase. A single arbitrator will be mutually selected by Capbase and User and shall be: (a) a practicing attorney licensed to practice law in Washington, DC or a retired judge; and (b) selected from the arbitrators on the AAA’s roster of commercial dispute arbitrators who have a background in payroll, health insurance, human resources, and/or online commerce law (or if there are no such arbitrators, then from the arbitrators on the AAA’s roster of commercial dispute arbitrators) (collectively, the “Arbitrator Requirements”). If Capbase and User cannot mutually agree upon an arbitrator within ten (10) days of the Opposing Party’s receipt of the Demand for Arbitration from the Claimant, then the AAA shall appoint a single arbitrator that satisfies the Arbitrator Requirements. The arbitrator will follow the law and will give effect to any applicable statutes of limitation. The prevailing party shall be entitled to an award of the costs and expenses of the arbitration, including reasonable attorneys’ fees and expert witness fees. The award rendered by the arbitrator shall be final and binding upon User and Capbase. A judgment on the award may be entered and enforced in any court of competent jurisdiction. Capbase may, in its sole discretion, commence an action in any state or federal court of competent jurisdiction within the District of Columbia (Washington, DC), for any monetary amounts that User owes to Capbase (each, an “Action”). User hereby waives any objection to jurisdiction or venue, or any defense claiming lack of jurisdiction or improper venue, in any Action brought by Capbase in such courts.
User and Capbase agree and acknowledge that this Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act (Title 9 of the United States Code) shall govern the interpretation, enforcement, and proceedings pursuant to the arbitration clause in this Agreement. USER FURTHER ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT USER AND CAPBASE ARE EACH WAIVING THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY AS TO DISPUTES HEREUNDER AND THAT USER IS WAIVING ITS RIGHT TO PARTICIPATE IN ANY CLASS ACTION PROCEEDING ARISING FROM THIS AGREEMENT.
Digital Millennium Copyright Act of 1998 (the “DMCA”)
Capbase acknowledges content owner rights and it is our policy to respond to alleged infringement notices that comply with the DMCA. If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Services, please notify Capbase’s copyright agent as set forth in the DMCA. Any such complaint must provide the following information in writing:
- An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
- Identification of the copyrighted work that you claim has been infringed;
- Identification of the material that is claimed to be infringing and where it is located on the Services;
- Information reasonably sufficient to permit us to contact you, such as your address, telephone number, and e-mail address;
- 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 owner, its agent, or law; AND
- A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.
The above information must be submitted to the following: DMCA Agent, Capbase Inc, 813A York St., San Francisco, CA 94110
UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS' FEES.
In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances and at Capbase’s sole discretion, members who are deemed to be repeat infringers. Capbase may also at its sole discretion limit access to the Services and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
Capbase provides an electronic signature service (the “E-Signature Service”) which requires parties to sign documents electronically. Each time that User uses the E-Signature Service, User is expressly: (a) affirming that User is able to access and view the document being executed (the “Document”) User is electronically signing via the E-Signature Service; (b) consenting to conduct business electronically with respect to the transaction contemplated by the Document; and (c) agreeing to the use of electronic signatures for the Document. Capbase has no responsibility or liability with respect to the content, validity, or enforceability of any Document, nor is it responsible or liable for any matters or disputes arising from the Documents.
Capbase makes no representations or warranties regarding the validity or enforceability of electronic documents or electronic signatures. UNDER APPLICABLE U.S. STATE AND FEDERAL LAWS, ELECTRONIC SIGNATURES ARE NOT ENFORCEABLE ON SOME DOCUMENTS. IT IS USER’S RESPONSIBILITY TO CONSULT WITH AN ATTORNEY TO DETERMINE WHETHER A DOCUMENT WILL BE ENFORCEABLE IF IT IS ELECTRONICALLY SIGNED VIA THE E-SIGN SERVICE.
Capbase makes no representations or warranties about the Services’s uptime, availability, or permissibility in any particular geographical location. From time to time, scheduled system maintenance or emergency maintenance may occur, and during such maintenance periods, the Services may be inaccessible and unavailable, with or without notice to User.
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be transferred or assigned by Capbase without restriction.
Severability and Enforcement
If any provision of these Terms is unlawful, void or unenforceable, then that provision will be deemed severable from the remaining provisions and will not affect the validity and enforceability of such remaining. The failure by Capbase to enforce any provision in these Terms will not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time. Delaware law, without regard to conflict of laws provisions, will govern these Terms and any matter or dispute arising out of this Website or the Content. The state and federal courts located in Washington, DC will have exclusive jurisdiction over any dispute relating to these Terms or the Services. We will have the right to use for any purpose, free of charge, all information or content submitted via this site except those submissions made under separate legal contract.
Some Things Are Beyond Our Control
Capbase is not responsible or liable for any delays or failures in performance from any cause beyond our control, including, but not limited to, acts of God, changes to laws or regulations, embargoes, wars, terrorist acts, acts or omissions of third-party technology providers, riots, fires, earthquakes, floods, power outages, strikes, weather conditions, acts of hackers, acts of internet service providers, acts of any other third party, or acts or omissions of User.
Without limiting the generality of the foregoing or other sections of these Terms, the Services rely on third-party technology and services, such as application programming interfaces and web hosting services. Any change to the products or services offered by any of these third-party providers may materially and adversely affect, or entirely disable, User’s use of or access to the Services. Likewise, Capbase cannot guarantee that any User Content hosted on a third-party server will remain secure.
Any notices or other communications provided by Capbase under these Terms, including those regarding modifications to these Terms, will be given: (a) via email to the e-mail address provided for the User Account; or (b) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is given. For notices made by posting to the Services, the date of such posting will be deemed the date that notice is given.
These Terms, and any amendments hereto, by whatever means accepted, shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effect as if it were an original signed version thereof, delivered in person.
Disclosure of Your Information
We may disclose any information we have about you (including your identity) if we determine that such disclosure is necessary in connection with any investigation or complaint regarding your use of the Services, or to identify, contact or bring legal action against Capbase’s rights or property of visitors to or users of the Services, including our customers. Capbase reserves the right at all times to disclose any information that we deem necessary to comply with any applicable law, regulation, legal process or governmental request. Capbase may also disclose your information when we determine that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes.