Version 2.0
Last revised on: October 3, 2022
1.1 Capital offers a fundraising tool for automating raises (“Rounds”) from open to close (“Fundraising Service”). You may participate on the Site as a user seeking to browse the Website (“User”), a company seeking to raise funds (“Founder”), or an investor seeking to invest in Rounds (“Investor”). Rights and obligations of Founders and Investors may be found in Founder Terms available here and Investor Terms available here.
1.2 Founder. Founders may use the Fundraising Service to send documents to prospective investors, collect signatures, and receive funds. Rights and obligations of Founders may be found in the Founder Terms available at here.
1.3 Investors. Prospective investors invited by a Founder and approved by Capital to become an investor (“Investor”) will be permitted to use the Fundraising Services to make certain investments through the Site. Investors may access the Site to signup, review Founder-provided information, complete investment documentation, and transmit funds to Founders.
2.1 Creating a Profile. In order to use certain features of the Site, you must first create a profile using the Party Round mobile application (“App”). You must first provide your full name, email address, and profile photo before you can create a profile. You must choose between an Investor Profile if you have been invited to invest by a Founder, or Company Profile if you are a Founder looking to raise funds using Capital. You are responsible for maintaining the confidentiality of any financial information related to your profile.
2.2 Deleting Your Profile. You may permanently delete your profile from the Site for any reason. You can do this by emailing Capital at contact@capital.xyz and providing certain information about your account. Capital may also permanently delete your profile in accordance with Section 12.
2.3 Consent to access, processing and storage of your personally identifiable information or personal data (“Personal Data”). You consent to us accessing, processing and retaining any personal information you provide to us for the purpose of us providing Fundraising Services to you. This consent is not related to, and does not affect, any rights or obligations we or you have in accordance with data protection laws, privacy laws, and regulations. Please see our Privacy Policy for further information about how we process your Personal Data, and the rights you have in respect of this.
3.1 As a condition of accessing the Site, you represent and warrant to Capital the following:
(A) If you are entering into these Terms as an individual, then you are at least 18 years old or of legal age to enter into contractual relations with Capital (whichever is later).
(B) If you are entering into these Terms as an entity, then you must have the legal authority to accept these Terms on that entity’s behalf, in which case “you” (except as used in this paragraph) will mean that entity.
(C) You will provide all requested information, and that all the information you provide on the App is correct, current and complete.
(D) You have not been identified as a Specially Designated National or placed on any sanctions list by the U.S. Treasury Department’s Office of Foreign Assets Control, the U.S. Commerce Department, or the U.S. Department of State; and you will not use our Site to conduct any illegal or illicit activity.
(E) You have not been placed on any of the following lists: European External Action Service Consolidated Financial Sanctions List; EU Terrorist List; FATF Non-Cooperative Countries and Territories; Federal Bureau of Investigation Most Wanted Terrorists & Seeking Information; Bank of England Sanctions List; HM Treasury Sanctions List; Politically Exposed Persons List; World Bank Ineligible Firms; Department of Foreign Affairs and Trade Consolidated List.
(F) You do not, and will not, use VPN software or any other privacy or anonymization tools or techniques to circumvent, or attempt to circumvent, any restrictions that apply to the Site.
(G) You represent that your access and use of the Site will fully comply with all applicable laws and regulations, and that you will not access or use the Site to conduct, promote, or otherwise facilitate any illegal activity.
(H) You will use your own judgment, conduct your own due diligence and seek any legal, financial, tax, accounting and other professional advice that may be appropriate before making any decision to invest or raise funds using the Fundraising Services.
(I) You agree and acknowledge in each instance that Capital is not an agent or otherwise a responsible entity for any matter whatsoever with respect to any investment between an Investor and Founder. Capital shall not be held liable to any party for any costs or damages arising out of or related to such transaction. Unless otherwise required by law, Capital retains sole discretion to reject or accept any application from any Founder or Investor to participate on the Site, for any reason or no reason at all.
4.1 License. Subject to these Terms, Capital grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Site for your own personal and noncommercial use. Notwithstanding these Terms, a Founder may use the Site for limited commercial purposes as set forth in the Founder Terms.
4.2 Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site, whether in whole or in part, or any content displayed on the Site; (b) you shall not (directly or indirectly) modify, decipher, disassemble, reverse compile or reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services or Site; (c) you shall not access the Site in order to build a similar or competitive website, product, or service; (d) translate, or otherwise create derivative works of any part of the Services or Site; (e) rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder; (f) frame or mirror any part of the Site without Patry Round’s express prior written consent; (g) create a database by systematically downloading and storing Site content; (h) use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, harvest, index, “scrape,” “data mine” or in any way gather Site content or reproduce or circumvent the navigational structure or presentation of the Site without Capital’s express prior written consent and (i) except as expressly stated herein, no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Site shall be subject to these Terms. All copyright and other proprietary notices on the Site (or on any content displayed on the Site) must be retained on all copies thereof.
4.3 Modification of the Site. Capital reserves the right, at any time, to modify, suspend, or discontinue the Site (in whole or in part) with or without notice to you. You agree that Capital will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site or any part thereof.
4.4 No Support or Maintenance. You acknowledge and agree that Capital will have no obligation to provide you with any support or maintenance in connection with the Site, unless specifically contracted for under a separate agreement.
4.5 Ownership.
(A) Excluding any User Content that you may provide (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site and its content are owned by Capital. Neither these Terms (nor your access to the Site) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in these Terms. Capital reserves all rights not granted in these Terms. There are no implied licenses granted under these Terms.
5.1 User Content. “User Content” means any and all information and content that a User submits to, or uses with, the Site (e.g., profile picture, Founder’s descriptions of the company). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (defined in Section 5.2). You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Capital. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. Capital is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.
5.2 Acceptable Use Policy. The following terms constitute our “Acceptable Use Policy”:
(A) You agree not to use the Site to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.
(B) In addition, you agree not to: (i) upload, transmit, or distribute to or through the Site any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Site unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Site to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Site, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Site (or to other computer systems or networks connected to or used together with the Site), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Site; or (vi) use software or automated agents or scripts to produce multiple accounts on the Site, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Site (provided, however, that we may conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).
5.3 Enforcement. We reserve the right (but have no obligation) to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include deleting your profile, banning you from listing new raises, and/or reporting you to law enforcement authorities.
