1 Terms of Service and Parties
The “Terms and Conditions” (referred to as the “Terms”) outline the conditions that regulate how you access and utilize the equity management software and associated services, including legal templates (collectively known as the “Services”). These Services are provided on capboard.io (the “Website”/”Application”) by Capboard Tech, S.L., Spain (“Capboard”, “we”, “our”, or “us”) for your use as the recipient of these Services (the “Customer”, “you”, or “your”), each referred to as a “Party” and collectively known as the “Parties”. In order to utilize the Services, you must consent to and comply with these Terms. Together with the online order confirmation, if any, (the “Order Confirmation”) and other documents referenced herein, these Terms constitute a legally binding agreement (the “Agreement”) between the Parties.
These Terms become effective when you electronically confirm your consent by clicking the ‘Accept’ button, and they override all prior or contemporaneous negotiations or communications between you and us regarding the Services, unless expressly agreed otherwise. The date of entering into this Agreement will be referred to as the “Effective Date”.
2 The Services
We provide both free and purchased services to you as outlined in the comprehensive description on the Website. These services are offered in accordance with the terms specified on the Website, as well as those detailed in these Terms and/or specific terms specified in the Order Confirmation. It’s important to note that all services, whether free or purchased, are subject to the terms outlined in these Terms.
Free Trial Services
For free trial services (“Free Trial Services”), you are granted access to and use of our services for a limited duration on a trial basis, as outlined on our Website or in the Order Confirmation. Following the conclusion of this trial period, any data (referred to as the “Data”) entered by you will be deleted after 30 days according to the Data Processing Agreement, unless you choose to continue under a purchased services arrangement (referred to as the “Purchased Services”) or export the Data before the conclusion of the Free Trial Services period.
Free Services
You may have access to our services as an external user, whether as an employee, consultant, or lawyer (referred to as an “External User”), without incurring any charges (referred to as “Free Services”). In the case of Free Services, we will provide access to the services in accordance with these Terms and any relevant Order Confirmations. For information regarding the Order Confirmation, please get in touch with the Customer for whom you are accessing the data.
Purchased Services
In the case of Purchased Services, you are granted access to and use of our services on a paid basis as outlined in the Order Confirmation. Please note that we do not provide refunds for fees that have already been paid for Purchased Services, and we do not adjust fees in the event of a downgrade before the conclusion of the Purchased Services Period, as indicated in the Order Confirmation, except at our sole discretion.
Support
We will provide basic support and training as specified on the Website free of charge. Any additional support and training services are subject to a separate agreement in the Order Confirmation. We offer basic support, as outlined on the Website, free of charge. However, any additional support services are subject to a separate agreement specified in an Order Confirmation.
Initial Implementation
The initial implementation services, referred to as “Initial Implementation”, encompass the process of importing your data before the commencement of your use of the services. We will inform you of any discrepancies identified during the Initial Implementation. It is your responsibility to review the data for accuracy and provide approval within 20 business days of receiving such notice. If you do not confirm the Initial Implementation within this 20-business-day period, it will be considered as complete and accepted.
Third-Party Services and E-Signatures
We may incorporate or make reference to specific third-party services within our Services, referred to as “Third Party Services” such as e-signature solutions or legal advisory services. These Third-Party Services are clearly identified as such on the Website and necessitate your entry into a separate agreement with the respective Third-Party Services provider. It is your sole responsibility to evaluate the suitability of Third-Party Services for your specific needs. Additionally, in the case of e-signatures, you are responsible for verifying whether the chosen e-signature meets the form requirements for the legal transaction to be electronically signed. Capboard explicitly disclaims any liability for damages arising from or related to such Third-Party Services and further disclaims all warranties, whether express or implied, concerning such Third-Party Services.
3 Intellectual Property Rights and Data Ownership
Your Data
Data imported into the Application by you or by External Users on your behalf belongs to you or the individual or entity you represent, irrespective of whether it was imported into the Application by you, third parties, or us on your behalf.
Ownership
Your Data belongs to you or the individual or entity you represent. As long as your account is accessible (not suspended or terminated), you have the ability to export your Data from the Application in an industry-standard format, whether your account is free or purchased. In the event of termination, you can request a copy of your Data within 30 days.
4 Service Level
Capboard commits to making reasonable efforts and employing commercially reasonable measures to ensure the satisfactory availability of the Application, delivering a Services experience that is reasonably error-free, timely, and reliable.
5 Security and Privacy
We highly value your privacy at Capboard, and as such, we enforce stringent security measures to safeguard your Data. These measures include encryption during Data transmissions and regular backups to protect against accidental loss, theft, or unauthorized access or disclosure.
6 Your Use of the Services and Your Account Activity
By utilizing the Services, you agree to adhere to the following terms:
- You shall not employ the Services for any illegal or unauthorized purpose.
- The legal templates available are strictly for your individual internal use and may not be published or shared with third parties.
- You are accountable for all activities occurring during the use of your usernames and passwords, encompassing both authorized and unauthorized actions.
- Safeguarding your username and password from unauthorized use and disclosure is your responsibility. In the event of any breach of security, you must promptly notify Capboard.
- You grant consent for the Website to send emails to third parties on your behalf as part of delivering the Services, triggered by your account activity.
- You shall ensure that any Data registered, uploaded, or shared via the Services complies with applicable laws.
7 Duration and Termination
7.1 Duration and Renewal
This Agreement will commence on the Effective Date and will continue until terminated in accordance with the clauses outlined in this Section. Unless otherwise agreed, the subscribed Services will automatically renew after the designated duration for additional renewal periods.
7.2 Termination
You have the option to terminate this Agreement immediately if the reason for termination is your explicit disagreement with our material alteration of these Terms or the Services, provided that the termination notice falls within the change assessment period defined in Section 8.
8 Changes to the Terms and Services
8.1 Changes to these Terms
Non-material changes may be made with at least 14 days’ notice. You will not have the right to terminate the agreement for such changes.
Material Changes
Material changes significantly altering the nature and scope of the Terms may be made with at least 14 days’ notice. You will have the right to terminate the agreement within the Change Assessment Period.
8.2 Changes to the Services
Material changes to the Services may be made with at least 30 days’ notice. You will have the right to terminate the agreement within the Change Assessment Period.
9 Payment for Purchased Services
Access to Purchased Services will not be granted until outstanding fees are paid. Payments that are more than 30 days late are subject to an interest rate of 8% per year.
10 Limitation of Liabilities and Indemnification
In case of breach of these Terms, the total combined liability of Capboard (including their respective agents and subcontractors) will not exceed the total fees paid by the Customer in the twelve months preceding the date of the claim.
11 Warranties and Disclaimers
Capboard does not provide any warranties, express or implied, guarantees, or conditions regarding your use of the Services, except as explicitly stated herein.
12 Force Majeure
Capboard shall not be liable for any delay or failure in the delivery of the Services resulting from acts of nature, forces, or causes beyond its reasonable control.
13 Contact and Notice
| Communication to Capboard | Email: info@capboard.io |
| Communication to you | Notice on the Website or email to the address associated with your account. |
All notices must be in English or Spanish.
14 Law and Jurisdiction
These Terms shall be governed by and construed in accordance with the laws of Spain. Each Party agrees that the courts of the city of Barcelona shall have exclusive jurisdiction to settle any disputes arising out of or in connection with these Terms.
