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1. THE Agreement and the Parties
The content and information included in these Services are provided by Capdesk, its affiliates, sub-contractors, business partners, other users and third-party suppliers (collectively, the "Information Providers"), and made available by Capdesk subject to this Agreement.
In the event of any discrepancies between this Agreement and any other agreement you may have with Capdesk, this Agreement shall prevail.
Note that, if you represent a Capdesk Customer, your usage of the Website while on behalf of that Customer may be further regulated by a separate Customer Agreement. In the event of any discrepancies between this Agreement and the Customer Agreement regarding your usage of the Website while on behalf of the Customer, the Customer Agreement shall prevail.
2. Changes to this Agreement
Capdesk may modify this Agreement at any time in its sole discretion and without prior notice to you. Any changes will be published online and will be effective upon such publishing. In case of substantial changes substantial changes to this Agreement, we will notify you directly if possible, and if possible, ahead of the changes taking effect; we will also facilitate your re-confirmation of consent to the updated Agreement.
We encourage you to carefully review this Agreement before using the Services, and periodically, to ensure familiarity with its then-current terms and conditions. Your (continued) use of the Services shall constitute your acceptance of this Agreement and your continued use of the Services following any modification of this Agreement shall constitute your acceptance to the Agreement, as amended. If you do not agree to the Agreement before or following any amendments, you must immediately stop using the Services. You are welcome to contact us be email to clearly give us notice about your revocation of your consent to this Agreement.
3. Changes to the Services
Capdesk may exercise full discretion in modifying or discontinuing any part or whole of the Services subject to this Agreement at any time without cause or prior notice.
4. Service Commitment
Capdesk will use commercially reasonable efforts to ensure a satisfactory availability of the Services, reasonably error-free Service experience, and timely responses to any support request or other type of request.
Capdesk will implement reasonable and appropriate security measures to secure your data and privacy, as disclosed to or kept by Capdesk, against accidental loss, theft, or unauthorized access or disclosure. These measures do not limit your obligations as outlined in section 6.
Please also read our Privacy Statement, as it describes the types of data we collect from you and your devices, how we use your data, and the legal basis for processing your data.
5. Your account activity
You are responsible for your account activity, meaning all activities that occur while your user identification name (your user name) and passwords are being used, regardless of whether the activities are authorized by you or not, and whether they are undertaken by you or not, and Capdesk is not responsible for unauthorized access to your account.
You are responsible for protecting and securing your user name and password from unauthorized use and disclosure. If you become aware of, or believe there has been, any breach of security for any of your information stored on our Website, such as the theft or unauthorized use of your user name, password, or any other information, you will notify Capdesk immediately. Your log-in information (for example, username and password combination) as well as any other security information generated by the Services (such as invitation tokens) are for your internal use only, and you will not disclose them to any unauthorized entity or person.
You agree that:
a) You shall not use the Services for any illegal or unauthorized purpose.
b) You will not engage in any activity that exploits, harms, or threatens to harm children.
c) You will not send spam using functions of the Website or by other means enabled by the Services. Spam is unwanted or unsolicited bulk emails or messages.
d) You will not use the Services to share inappropriate content or material (involving for example pornography, violence, or criminal activity).
e) You will ensure that any data or content you register, upload, share or make public via the Services ("Your Content") and your and potential Capdesk End Users' usage of Your Content or the Services will not violate any of the agreements you have entered into with Capdesk or any applicable law. You are solely responsible for the maintenance and use of Your Content in context of the Services.
f) You will not circumvent any access or availability restrictions on the Services,
g) By using the Services, you are further indicating that you are not located in a jurisdiction where use of the Services and the publication and sharing of the materials available on Capdesk is in any way illegal or restricted by law. If you are located in such a jurisdiction, Capdesk is not willing to provide you with access to the Services and you should immediately discontinue your use of the Services.
h) It is prohibited to use, store, reproduce, display, modify, sell, publish, transmit and distribute, or commercially exploit the Services without prior written permission of Capdesk and/or any third-party information provider(s);
i) Capdesk and/or any third-party information provider(s) reserve all rights to proprietary information (including, but not limited to, all intellectual property rights such as; patents, trademarks, service marks, copyrights, database rights, topography rights, industrial design, know-how, trade secrets, trade names, logos, designs, symbols, emblems, insignia, slogans, drawings, plans and other identifying materials, in all forms whether or not registered or capable of registration and any other rights relating to intellectual property in accordance with the applicable laws,) subsisting in or relating to the Services.
j) If you provide any input to Capdesk, in the form of suggestions, ideas, questions, remarks, support requests, or other, Capdesk shall be entitled to use this input without restriction and irrevocably be assigned all right, title, and interest in and to such input.
k) The use and interpretation of the Services requires skill and judgment, and you shall at all times exercise your own judgment in the use of the Services.
l) Capdesk has no responsibility for the accuracy, truth or completeness of information not provided by Capdesk that is made available via Capdesk, such as content provided by Capdesk Customers and Capdesk End Users.
m) The Services are intended for informational purposes only without regard to any particular entity's investment objectives, financial situation, or means, and Capdesk is not soliciting any action based upon it. This material is not to be construed as a recommendation; or an offer to buy or sell; or the solicitation of an offer to buy or sell any security, financial product, or instrument. Investments made in unlisted companies give rise to substantial risk and are not suitable for all investors, and you should not enter into any transactions unless you have fully understood all such risks and have independently determined that such transactions are appropriate for you. You should not construe any of the material contained herein as business, financial, investment, hedging, trading, legal, regulatory, tax, or accounting advice. Capdesk takes no responsibility for the actions or omissions, which you make on the basis of the information on Capdesk.
n) We encourage you to secure, protect and backup your account and Your Content, by for instance regularly archiving copies of Your Content outside Capdesk in a suitably secured location.
o) You will not help others break these rules.
p) Capdesk may, at its sole discretion and at any time, suspend or discontinue your use of the Services without prior notice, and without any liabilities of any kind, in case Capdesk suspects or determines that your use of the Services in any way violates this Agreement, poses a security risk, could impact the operations of our systems or delivery of the Services, could subject Capdesk or a third party to liability, is fraudulent, or if needed to comply with the law or requests from public authorities.
q) Documents generated by the Capdesk Platform may be executed by electronic signatures using, for example DocuSign. By entering your electronic signature into a document on the Capdesk Platform, you consent to the use of your e-signature to create a legally binding document.
r) Customers (and users) generating documents using the Capdesk Platform are responsible for the content of these documents. Furthermore, if customers (and users) choose to get the documents signed electronically using the Capdesk Platform, they are responsible for the process.
7. Limitation of liabilities and indemnification
NEITHER CAPDESK NOR ANY INFORMATION PROVIDERS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR RESULTING FROM THE USE OR THE INABILITY TO USE THE SERVICES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, CUSTOMERS, SAVINGS AND REVENUE, USE, DATA OR OTHER INTANGIBLE DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Nothing in the Agreement shall operate so as to exclude or limit the liability in jurisdictions, where liability cannot be excluded or limited under applicable statutory law.
As a Registered User, you will defend and hold harmless Capdesk, its subcontractors, partners, affiliates, and their respective employees against any third-party claim alleging that any of Your Content infringes that third party's intellectual property rights, and you will pay the amount of any adverse final judgment or settlement.
The Services are provided 'as is', 'with all faults' and 'as available', and without responsibility for accuracy, timeliness, correctness, reliability and completeness. Capdesk does not warrant that the availability, use or function of the Services or third-party content will be uninterrupted, error free, or free of harmful components, nor that Your Content will be secure or not otherwise lost or altered.
By using the Services, you agree that you access and use the website and the Services on your own responsibility. Further, you agree that the availability, use or function of the Services or errors and/or omissions contained in connection with the Services shall not be made the basis for any claim, demand or cause of action against Capdesk or any Information Provider(s).
9. Force Majeure
Capdesk cannot be held liable for situations (delays, failure to perform any obligation under this Agreement, or other) normally referred to as force majeure, including, but not limited to, war, riots, terrorism, insurrection, strike, fire, natural disasters, currency restrictions, import or export restrictions, interruption of traffic, interruption or failure of energy supply, public data systems and communication systems, long-term illness of key staff, virus and occurrence of force majeure at subcontractors, partners and affiliates.
This Agreement is subject to the laws of England and Wales, and general EU laws, with the exception of circumstances leading to the use of other laws.
Any claims arising from this Agreement will be governed by and construed in accordance with the laws of England and Wales and shall be subject to the exclusive jurisdiction of the English High Court of Justice in London. You hereby expressly waive the right to commence legal proceedings in all other jurisdictions.
You can contact us on firstname.lastname@example.org with any inquiry.
If you register as a Capdesk Registered User, we will assume that we can reach you on the email(s) you register with your account; we will only use this email for reasonable communication relating to your Capdesk account. You can configure your email preferences within your Capdesk account.
Appendix A - Definitions
"Content": Data, text, documents, and general files, audio, video or images.
"Customer": A company or entity that purchases the Services from Capdesk pursuant to this Agreement.
"End User": Any individual or entity that directly or indirectly through another user or account: a) visits the Website, b) uses the Website or other Services, c) accesses or uses any Customer content via the Services or otherwise.
"Privacy Statement": Privacy Statement located at https://www.capdesk.com/privacy, as it may be updated by us from time to time.
"Registered User": An End User with a registered Capdesk account.
"The Website": The website www.capdesk.com and any associated sites.
"Your Content": Content that you, on behalf of yourself as a natural person, or upload, share, transfer or otherwise communicate electronically to the Application for processing, storage or hosting by the Services in connection with your Capdesk account. Your Content does not include your account information.
March 7th, 2019