Terms of Service
THESE TERMS OF SERVICE are entered into by and between Capsll, Inc., a Delaware corporation (“Capsll”), and its users (“User,” “you,” or “your”) (Capsll and User each a “Party” and collectively, the “Parties”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Service”), govern your access to and use of www.capsll.app and its various subpages (the “Website”), any Capsll mobile application now existing or hereafter created (if applicable, the “App”), and any other services or features available on or through the Website or the App (the foregoing collectively defined herein as the “Services”). The Services are a copyrighted work belonging to Capsll.
IF YOU USE ANY PORTION OF THE SERVICES IN ANY FORM, YOU ACCEPT AND AGREE TO BE BOUND BY AND ABIDE BY THESE TERMS OF SERVICE AND THE CAPSLL PRIVACY POLICY, WHICH CAN BE FOUND HERE [Insert link to Privacy Policy] AND WHICH IS EXPRESSLY INCORPORATED HEREIN BY REFERENCE (THE “PRIVACY POLICY”). PLEASE READ THESE TERMS OF SERVICE AND THE PRIVACY POLICY CAREFULLY BEFORE USING ANY SERVICES. IF YOU DO NOT WANT TO AGREE TO THESE TERMS OF SERVICE OR THE PRIVACY POLICY, YOU MUST NOT ACCESS OR USE ANY SERVICES.
ARBITRATION NOTICE: YOU AGREE THAT DISPUTES BETWEEN YOU AND CAPSLL WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. WE EXPLAIN SOME EXCEPTIONS AND HOW YOU CAN OPT OUT OF ARBITRATION BELOW.
The Services are offered and available to Users who are 13 years of age or older. By using the Services, you represent and warrant that (i) you are of legal age to form a binding contract with Capsll and meet all of the foregoing eligibility requirements, (ii) you have full legal authority to be bound by these Terms of Service, (iii) you have read and understand these Terms of Service, and (iv) you agree to be bound by these Terms of Service. If you do not meet all of these requirements, you must not access or use any Services.
Changes to these Terms of Service
Capsll may revise and update these Terms of Service from time to time in Capsll’s sole discretion and timing upon a notification provided via email or on the Website or the App. All revisions, updates, or changes are effective immediately when Capsll posts them to the Website or the App and apply to all access to and use of the Services thereafter. However, any changes to the dispute resolution provisions set forth in the Governing Law and Jurisdiction sections below will not apply to any disputes for which the Parties have actual notice on or prior to the date the revision, update, or change is posted. Your continued use of the Services following the posting of revised, updated, or changed Terms of Service means and constitutes your acceptance and agreement to the revision(s), update(s), or change(s). You will be required to read and affirmatively agree to this page when Capsll posts a notification on the Website or App or sends you a notification through email, prior to continuing to access or utilize the Services so you are aware of any revision, update, or change, as they are binding on you.
Changes to these Terms of Service
User Account: In order to gain access to some features of the Service, you may be required to create an account with Capsll and become a registered User (each an “Account”). As part of the registration process you may be asked to provide certain registration details or other information, all of which is governed by our Privacy Policy. By registering with Capsll, you represent and warrant that all registration information you submit, including without limitation, your first and last name, email address, mobile telephone number, Legacy Contact as defined below) information and payment information is completely accurate. By registering with Capsll, you represent and warrant that you are of legal age to enter into a binding contract or, if you are a legal entity, you are authorized to enter into and bind the entity to these Terms of Service. If you are under the age of 13, you may create an account, but you may not use the Service. Capsll and its associates reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders or your status as a user in its sole discretion.
Subscription Levels: In order to access certain features or functionality of the Service (including ability to access or share certain content), you may be required to pay a subscription fee (a “Premium Subscription”). Capsll currently does not offer different levels of Premium Subscriptions but plans to do so in the future; after which Premium Subscription fees may vary depending on your chosen level of subscription (each a “Premium Subscription Level” and collectively the “Premium Subscription Levels”). If you choose to purchase a Premium Subscription, you will be required to provide the names and contact information for three (3) natural persons””who Capsll may communicate with in the event of your permanent inability to manage your account(each a “Legacy Contact”). Additionally, you acknowledge and agree that Capsll may contact a Legacy Contact in the event you fail to make three (3) Premium Subscription payments and do not respond to email communications for a period of three (3) months. You hereby agree that following your permanent inability to manage your account , as confirmed by at least one (1) of your Legacy Contacts), your Legacy Contacts will be granted a non-transferable, non-exclusive, non-sublicensable, revocable, limited license to access and share only those “private” Capslls you have designated with third-party users (each a “Legacy License”), in the Legacy Contact’s sole discretion. In order for any Legacy Contact to receive a Legacy License after your permanent inability to manage your account,or disability, all past due Premium Subscription fees, determined in accordance with your Premium Subscription Level at such time, must be paid in full. Capsll is not responsible, and you hereby waive, release, and hold harmless Capsll, on behalf of yourself, your Legacy Contacts and heirs, from any claims arising out of your or a Legacy Contact’s inability to access your Account or Capslls as a result of failure to pay all Premium Subscriptions fees due and owing to Capsll.
Account Security: You are solely responsible for maintaining the confidentiality, security, and correctness of your Account information. You are solely responsible for all activities, liabilities, and damage that occurs under your Account or password or from your failure to maintain password confidentiality. You agree that Capsll shall not be liable for any loss or damage arising from your failure to keep your Account username and password secure. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You agree to comply with all applicable laws regarding online conduct and acceptable content.
Access and Availability: We reserve the right to withdraw or amend the Website, App or any Service, and any product, service, or material we provide on the Website or App, in our sole discretion without notice. We will not be liable to you if, for any reason, any part of or the entire Website, App, or Service is unavailable for your access or use at any time or for any period. From time to time, we may restrict access to some parts of, or the entire, Website or App to users, including registered Users. The Service, or any feature or part thereof, may not be available in all languages or in all countries and Capsll makes no representation that the Service, or any feature or part thereof, is appropriate or available for use in any particular location. To the extent you choose to access and use the Service, you do so at your own initiative and are responsible for compliance with any applicable laws.
Devices
Use of the Services may require compatible devices, Internet access, and certain software; may require periodic updates; and may be affected by performance of these factors. Capsll reserves the right to limit the number of registered User Accounts that may be created from a device and the number of devices associated with an Account. The latest version of required software may be required for certain transactions or features. You agree that meeting these requirements is your responsibility.
No Professional Advice; Endorsement Disclaimer
The information contained in or made available through the Services (including, but not limited to, information contained on the Website, the App, message boards, in text or other files, in videos, on social media, or in chats) cannot replace or substitute for the advice or counsel of trained professionals in any field, including, but not limited to, financial, tax, real estate, investment, or legal matters. Capsll and its licensors, suppliers, employees, shareholders, directors, officers, agents, representatives, and contractors make no representations or warranties concerning any action or application of information or preparation by any person following the information offered or provided within or through the Services. NEITHER CAPSLL NOR ITS PARTNERS, AFFILIATES, MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, REPRESENTATIVES, AGENTS, OR ANY OF THEIR AFFILIATES, WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES THAT MAY RESULT FROM YOUR USE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ECONOMIC LOSS, INJURY, ILLNESS, OR DEATH TO YOU OR ANYONE ELSE.
You are responsible and accountable for your decisions, actions, and results thereof, and by your use of the Services, you agree not to attempt to hold Capsll or any of the foregoing parties liable for any such decisions, actions, or results, at any time, under any circumstance.
Payment Terms
You acknowledge and agree that you will pay for the portions of the Services for which there is a charge, and that Capsll or its third-party payment processor may charge your credit card, debit card, or other account or method of payment, as provided by you at the time of purchase or at another time, including any taxes, late fees, and any other charges, costs, or fees associated therewith, that may be accrued or payable by you in connection with the Services. If you fail to pay any amount owed to Capsll for use of all or any portion of the Services, you may lose access to that portion or the entire Services. Additionally, by using the Services, you acknowledge and agree that you may receive e-mail or SMS text messages on your phone or mobile device from other Users, Capsll, and/or its agents and other third-party affiliates if you choose to use services or products that they offer. Receiving these messages may cause you to incur usage charges or other fees or costs in accordance with your wireless or data service plan. Any and all such charges, fees, or costs are your sole responsibility. You should consult with your wireless carrier to determine what rates, charges, fees, or costs may apply.
Prohibited Uses
The Services and their entire contents, features, and functionality (including, but not limited to, all curriculum, information, source code, algorithms, software, text, displays, images, video and audio, and the design, selection, and arrangement thereof), are wholly owned by Capsll, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other applicable jurisdictions’ intellectual property or proprietary rights laws, as applicable.
These Terms of Service permit you to use the Services in accordance with these Terms of Service only. These Terms of Service do not constitute a sale or convey to you any rights, title, or interest of ownership in or related to the Services or any intellectual property rights owned by Capsll. Capsll, Capsll’s logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Capsll or its affiliates or licensors. You must not use such marks without the prior written permission of Capsll. All other names, logos, product and service names, designs, and slogans on the Services are the trademarks of their respective owners.
You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material from the Services, except as follows:
Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
You may store files that are automatically cached by your Web browser for display enhancement purposes.
You must not:
Modify copies of any materials from the Services.
Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Services.
If you print, copy, modify, or otherwise use or provide any other person with access to any part of the Services in breach of these Terms of Service, your right to use the Services will cease immediately and you must, at Capsll’s option and direction, return or destroy any copies of the materials you have made. Any use of the Services not expressly permitted by these Terms of Service is a breach of these Terms of Service and may violate copyright, trademark, and other laws.
Intellectual Property Rights
The Services and their entire contents, features, and functionality (including, but not limited to, all curriculum, information, source code, algorithms, software, text, displays, images, video and audio, and the design, selection, and arrangement thereof), are wholly owned by Capsll, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other applicable jurisdictions’ intellectual property or proprietary rights laws, as applicable.
These Terms of Service permit you to use the Services in accordance with these Terms of Service only. These Terms of Service do not constitute a sale or convey to you any rights, title, or interest of ownership in or related to the Services or any intellectual property rights owned by Capsll. Capsll, Capsll’s logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Capsll or its affiliates or licensors. You must not use such marks without the prior written permission of Capsll. All other names, logos, product and service names, designs, and slogans on the Services are the trademarks of their respective owners.
You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material from the Services, except as follows:
- Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
- You may store files that are automatically cached by your Web browser for display enhancement purposes.
You must not:
- Modify copies of any materials from the Services.
- Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
- Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Services.
If you print, copy, modify, or otherwise use or provide any other person with access to any part of the Services in breach of these Terms of Service, your right to use the Services will cease immediately and you must, at Capsll’s option and direction, return or destroy any copies of the materials you have made. Any use of the Services not expressly permitted by these Terms of Service is a breach of these Terms of Service and may violate copyright, trademark, and other laws.
Copyright
Capsll respects the intellectual property of others and asks that Users of the Services do the same. In connection with the Services, Capsll has adopted and implemented or may from time to time adopt and implement a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of Users who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of the Users is, through the use of the Services, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to Capsll. Please let Capsll know as soon as possible. Please send the following information to Capsll using the contact information set forth at the end of these Terms of Service:
- Your physical or electronic signature;
- Identification of the copyrighted work(s) that you claim to have been infringed;
- Identification of the material on the Services that you claim is infringing and that you request to remove;
- Sufficient information to permit Capsll to locate such material;
- Your address, telephone number, and e-mail address;
- A statement that you have a good faith belief that use of the objectionable material is not authorized by the owner, its agent, or under applicable law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.
Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material facts (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs, and attorneys’ fees incurred by Capsll in connection with the written notification and the allegation of copyright infringement.
User Contributions
The Services may, now or in the future, contain areas where Users may publicly post, without limitation, discussions, message board comments, opinions, feedback, reviews, comments, videos, photos, and other content, and submit suggestions, ideas, comments, questions, or other information and other interactive features (collectively, “Interactive Services”) that allow Users to post, submit, publish, display, or transmit to Capsll or other Users or other persons (hereinafter, “Post”) content or materials (collectively, “User Contributions”) on or through the Services. All User Contributions must comply with the Content Standards set out in these Terms of Service. For the avoidance of doubt, any information uploaded to a “private” capsll is not considered a User Contribution, unless and until such information or private capsll is shared publicly using the Services.
Any User Contributions you Post to the Services will be considered non-confidential and non-proprietary. By providing any User Contribution on the Services, you grant Capsll and its affiliates and service providers, its licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose. You represent, warrant, and covenant that (a) you own or control all rights in and to the User Contributions and have the right to grant the license granted above to Capsll; (b) all of your User Contributions do and will comply with these Terms of Service; (c) your User Contributions, and any third party or User’s access or use of the same, are authorized by all applicable third parties and applicable government agencies who own or possess any right or interest in or underlying the objects or property described therein; and (d) all User Contributions provided by you are accurate and complete in their requirement to satisfy the foregoing described representations and warranties.
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not Capsll, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. Capsll is not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other User of the Services.
Monitoring and Enforcement: Capsll reserves the right to (1) remove or refuse to post any User Contributions for any or no reason in its sole discretion, and/or (2) take any action with respect to any User Contribution that Capsll deems necessary or appropriate in its sole discretion.
Without limiting the foregoing, Capsll has the right, but not the obligation unless so required by law, to fully cooperate with any law enforcement authorities or court order requesting or directing Capsll to disclose the identity or other information of anyone posting any materials on or through the Services. If Capsll is required to disclose your identity or Personal Information, Capsll will make an attempt to give you notice to your provided contact details so that you may seek a protective order or other appropriate remedy. Subject to any protective order or other remedy available to you, Capsll will proceed with disclosing information requested by any law enforcement authorities or court order if required to do so by law. NOTWITHSTANDING ANY OTHER TERMS AND CONDITIONS OF THESE TERMS OF SERVICE, YOU WAIVE, RELEASE, AND SHALL INDEMNIFY AND RELEASE AND HOLD HARMLESS CAPSLL AND ITS AFFILIATES, LICENSEES, SERVICE PROVIDERS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, REPRESENTATIVES, AND AGENTS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
Actions that Capsll considers inappropriate and grounds for removal of offending material or termination of access to the Services include, but are not limited to, the following:
- Using the Services to sell any goods or services that are unlawful in the location at which the content is posted or received, or the goods or services delivered;
- Using the Services to Post any content that is obscene, lewd, lascivious, pornographic, contains nudity or sexual acts, excessively violent, harassing, or otherwise objectionable;
- Using the Services to Post any content that advocates, promotes, or otherwise encourages violence against any governments, organizations, groups, or individuals or that provides instruction, information, or assistance in causing or carrying out such violence;
- Using the Services to Post any content that holds Capsll (including its affiliates) up to public scorn or ridicule or would in anyway damage or impair Capsll’s reputation or goodwill;
- Using the Services to Post any content that violates any copyrights, patents, trademarks, trade secrets, or other intellectual property rights of others;
- Failing to obtain all required permissions when using the Services to receive, upload, download, display, distribute, or execute programs or perform other works protected by intellectual property laws including copyright and patent laws;
- Deleting or altering author attributes, copyright notices, or other copyright management information, unless expressly permitted in writing by the author or owner;
- Using the Services in a tortious manner, including the posting of libelous, defamatory, scandalous, threatening, harassing, or private information without the permission of the person(s) involved, or posting content that is likely to cause emotional distress; or
- Introducing viruses, trojan horses, or other harmful code.
Notwithstanding the foregoing, Capsll does not undertake to review all material or User Contributions before they are Posted on the Services, and cannot ensure prompt removal of objectionable, inaccurate, or incomplete material after it has been Posted. Accordingly, Capsll assumes no liability for any action or inaction regarding transmissions, communications, or content provided by any User or third party. Capsll has no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
Content
For the purposes of these Terms of Service, “Content” means any information that may be generated or encountered through use of the Services, such as data files, device characteristics, written text, software, music, graphics, photographs, images, sound videos, messages, and any other like materials. You understand that all Content, whether publicly posted or privately transmitted on the Service is the sole responsibility of the person from whom such Content originated. This means that you, and not Capsll, are solely responsible for any Content you upload, download, Post, email, transmit, store, or otherwise make available through your use of the Service. You understand that by using the Service you may encounter Content that you may find offensive, indecent, or objectionable, and that you may expose others to Content that they may find objectionable. Capsll does not control Content posted via the Service, nor does it guarantee the accuracy, integrity, or quality of such Content. You understand and agree that your use of the Service and any Content is solely at your own risk.
Content Standards
In addition to the foregoing, these content standards apply to any and all Content and User Contributions and use of the Services. You represent, warrant, and covenant that your Content and User Contributions will, in their entirety, comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, Content and User Contributions shall not:
- Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable;
- Promote sexually explicit or pornographic material, violence, or discrimination based on, without limitation, race, sex, religion, nationality, disability, sexual orientation, or age;
- Infringe any patent, trademark, trade secret, copyright, or other intellectual property, or other rights of any other person;
- Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Service or the Privacy Policy;
- Be likely to deceive any person;
- Promote any illegal activity, or advocate, promote, or assist any unlawful act;
- Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person;
- Impersonate any person or misrepresent your identity or affiliation with any person or organization;
- Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising; or
- Give the impression that they emanate from or are endorsed by Capsll or any other person or entity, if this is not the case.
Removal of Content
You acknowledge that Capsll is not responsible or liable in any way for any Content provided by others and has no duty to screen such Content. However, Capsll reserves the right at all times to determine whether Content is appropriate and in compliance with the Content Standards, and may screen, move, refuse, modify, and or remove Content at any time, without prior notice and in its sole discretion, if such Content is found to be in violation with the Content Standards or any other part of these Terms of Service, or is otherwise objectionable.
Back up Your Content
You are responsible for backing up, to your own computer or other device, any important documents, images, or other content that you upload or access via the Service. Capsll shall use reasonable skill and due care in providing the Service, but Capsll does not guarantee or warrant that any content you may upload, store, or access through the Service will not be subject to inadvertent damage, corruption, or loss.
Reliance on Information Posted
The information presented on or through the Services is made available solely for general information purposes. Capsll does not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. CAPSLL DISCLAIMS ALL LIABILITY AND RESPONSIBILITY ARISING FROM ANY RELIANCE PLACED ON SUCH MATERIALS BY YOU OR ANY OTHER VISITOR TO THE SERVICES, USER OF THE SERVICES, OR BY ANYONE WHO MAY BE INFORMED OF ANY OF ITS CONTENTS.
The Services may include content provided by third parties, including materials or User Contributions provided by other Users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Capsll, are solely the opinions and the responsibility of the person or entity providing those materials. Such materials do not necessarily reflect the opinion of Capsll. Capsll is not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties or other Users.
Information About You and Your Use of the Services
All information Capsll collects on or through the Services is subject to the Privacy Policy. By using the Services, you consent to all actions taken by Capsll with respect to your information in compliance with the Privacy Policy.
Online Purchases and Other Terms and Conditions
The Services may from time to time include the ability of Users to purchase products or services through the Services. All purchases through the Services or other transactions for the sale of goods or services formed through the Services or as a result of visits made by you are governed by these Terms of Service. Additional terms and conditions may also apply to specific portions, services, or features of the Services from time to time. All such additional terms and conditions, whether now in existence or created in the future, are hereby incorporated by this reference into these Terms of Service.
Linking to the Services and Social Media Features
You may link to the Website homepage, provided you do so in a way that is fair and legal and does not damage Capsll’s reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on Capsll’s part without Capsll’s express written consent. You agree to cooperate with Capsll in causing any unauthorized framing or linking immediately to cease. Capsll reserves the right, but not the obligation, to withdraw linking permission without notice.
The Services may, from time to time, provide certain social media features that enable you to:
- Link from your own or certain third-party websites to certain content on the Services;
- Send short message service (“SMS”) text messages, e-mails, or other communications to third parties containing certain content, or links to certain content, on the Services; or
- Cause limited portions of content on the Services to be displayed or appear to be displayed on your own or certain third-party websites.
You may use the Services features solely as they are provided by Capsll and solely with respect to the content they display. Subject to the foregoing, you must not:
- Establish a link to the Services from any website that is not lawfully owned by you;
- Cause the Services or portions of it to be displayed or appear to be displayed by, for example, framing, deep linking, or in-line linking, on any other site;
- Link to any part of the Services other than the Website homepage; or
- Otherwise take any action with respect to the materials on the Services that is inconsistent with any other provision of these Terms of Service.
The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms of Service. You agree to cooperate with Capsll in causing any unauthorized framing or linking immediately to cease. Capsll reserves the right to withdraw linking permission without notice. Capsll may disable all or any social media features and any links at any time without notice in Capsll’s sole discretion for any or no reason.
Links from the Services
If the Services contain links to other sites and resources provided by third parties, Capsll provides these links for your convenience only, including links contained in advertisements, including banner advertisements and sponsored links. Capsll has no control over the contents of those sites or resources and accepts no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to the Services, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
Relationship of the Parties and Providers
Users are not employees or agents of Capsll or any other User. The relationship between Capsll and a User is that of service provider/user. No brokerage, agency, partnership, joint venture, employer-employee, or franchisor-franchisee relationship is intended or created by these Terms of Service or any User’s use of the Services.
Affiliate Marketing Disclosure
Capsll accepts or may in the future accept forms of cash advertising, sponsorship, paid insertions, or other forms of compensation. Some links found on the Services may be affiliate links that allow you to purchase products or services from other companies through advertisements on the Services (“Affiliate Links”). Capsll may receive compensation for purchases made through these Affiliate Links.
Mobile App Marketplace Terms
You understand this Agreement is between you and Capsll and not with Apple Inc. (“Apple”), Google, LLC (“Google”) or any other provider of a mobile application marketplace and that Capsll (not the marketplace provider) is responsible for the App. YOU ACKNOWLEDGE AND AGREE THAT NO OTHER PERSON OR ENTITY MAKES ANY WARRANTIES WHATSOEVER UNDER THIS AGREEMENT OR HAS ANY WARRANTY OBLIGATIONS WITH RESPECT TO THE APP. You acknowledge that marketplace providers have no obligation whatsoever to furnish any maintenance and support services with respect to the App or for addressing any claims relating thereto or your possession and/or use thereof, including, but not limited to (a) product liability claims, (b) any claim that the App fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection or similar legislation. You further acknowledge that such providers have no responsibility for the investigation, defense, settlement, or discharge of any third-party intellectual property claims the App, the Capsll Service, or your use thereof infringes intellectual property rights.
Miscellaneous
Geographic Restriction: Capsll provides the Services for use only by persons located in the United States. Capsll makes no claims that the Services or any of its content is accessible or appropriate outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
International Users: The Services are controlled, operated, and administered by Capsll from Capsll’s offices within the United States of America and are specifically intended only for Users located within the United States. If you access the Services from a location outside of the United States, you are responsible for compliance with all national and local laws. You agree that you will not use the Services in any country or in any manner prohibited by any applicable laws, restrictions, or regulations.
Disclaimer of Warranties: THE SERVICES ARE MADE AVAILABLE ON AN “AS IS” AND “WITH ALL FAULTS” BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY. CAPSLL SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY.
Limitation of Liability: You acknowledge that, unless expressly stated on the Services, all User Contributions are provided by independent Users, not by Capsll. ACCORDINGLY, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED, CAPSLL HAS NO RESPONSIBILITY OR LIABILITY FOR ANY INFORMATION OR USER CONTRIBUTIONS PROVIDED TO YOU BY SUCH USER THROUGH THE SERVICES.
UNDER NO CIRCUMSTANCES WILL CAPSLL’S LIABILITY ARISING OUT OF, OR IN CONNECTION WITH, THESE TERMS OF SERVICE EXCEED THE AMOUNT RECEIVED BY CAPSLL FROM THE PARTICULAR USER FOR THE SERVICES, IF ANY. IN ADDITION, IN NO EVENT WILL CAPSLL, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, MANAGERS, MEMBERS, OR REPRESENTATIVES BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE SERVICES OR SUCH OTHER WEBSITES, OR ANY SERVICES, ADVICE, OR ITEMS OBTAINED THROUGH THE SERVICES, OR ONLINE PLATFORM OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, DEATH, DISABILITY, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, WHETHER RELATED TO YOU OR ANY OTHER PARTY, AND EVEN IF FORESEEABLE. The foregoing limitations shall apply notwithstanding any failure of the essential purpose of any limited remedy.
Indemnification: You agree to defend, indemnify, and hold harmless Capsll, its affiliates, licensors, and service providers, and its and their respective officers, managers, members, employees, contractors, agents, representatives, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including attorneys’ fees) arising out of or relating to your violation of these Terms of Service or your use of the Services, including, but not limited to, your User Contributions, any use of the Services’ content, services, or products other than as expressly authorized in these Terms of Service, or your use of any information obtained from the Services.
Arbitration: In the event of any dispute, claim, or controversy between or among the parties hereto arising out of or relating to this Agreement or any breach thereof, including, without limitation, any claim that this Agreement or any of its parts is invalid, illegal, or otherwise voidable or void, whether such dispute, claim, or controversy sounds in contract, tort, equity, or otherwise, and whether such dispute, claim or controversy relates to the meaning, interpretation, effect, validity, performance, or enforcement of the Agreement, such dispute, claim, or controversy shall be settled by and through an arbitration proceeding to be administered by the American Arbitration Association (or any like organization successor thereto) in Travis County, Texas, in accordance with the American Arbitration Association’s Commercial Arbitration Rules (or rules of any like organization successor thereto). The arbitrability of any such dispute, claim, or controversy shall likewise be determined in such arbitration. Both the foregoing agreement of the parties to this Agreement to arbitrate any and all such disputes, claims, and controversies and the results, determinations, findings, judgments, and/or awards rendered through any such arbitration shall be final and binding on the parties hereto. All issues relating to arbitrability or the enforcement of the agreement to arbitrate contained herein shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.). The prevailing party shall be entitled to reasonable attorneys’ fees and costs. The arbitrator’s award shall be final, and judgment may be entered upon it by any court having jurisdiction thereof.
Arbitration Opt Out: You may opt out of this provision with thirty (30) days following the date that you agreed to these Terms. To opt out, you must send your name, residence address, username, email address or phone number you use for your Capsll account, and a clear statement that you want to opt out of this arbitration agreement, and you must send the documents to the address provided below.
Waiver of Class Action: You expressly intend and agree that (i) class action and representative action procedures shall not be asserted, nor will they apply, in any arbitration pursuant to these Terms of Service; (ii) you will not assert class action or representative claims against Capsll in arbitration or otherwise; and (iii) you shall only submit your own, individual claims in arbitration and will not seek to represent the interest of any other person. Furthermore, if you have opted out of the arbitration agreement above, you acknowledge and agree that you are waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney-general action, or any other representative proceeding.
Governing Law: These Terms of Service and the relationship between you and Capsll will be governed by the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule whether of the State of Delaware or any other jurisdiction.
Jurisdiction: Except as otherwise provided in these Terms of Service, you and Capsll agree that any dispute or controversy arising out of, relating to, or in connection with the interpretation, validity, construction, performance, breach, or termination of these Terms of Services shall be exclusively filed and resolved in the state and federal courts of Travis County, State of Texas, United States of America, and each Party hereby consents to both the jurisdiction and exclusive venue of the state and federal courts located in Travis County, State of Texas.
Waiver of Jury Trial: EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THESE TERMS OF SERVICE IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE YOU AND CAPSLL HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE, OR TRANSACTIONS CONTEMPLATED HEREBY OR THEREIN.
No Assignment: You may not assign your rights nor delegate your duties under these Terms of Service without Capsll’s prior written consent, and any attempted assignment or delegation in violation of the foregoing will be null and void.
Limitation on Time to File Claims: ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
Waiver: No failure by Capsll to enforce any term or condition set forth in these Terms of Service shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Capsll to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision.
Severability: If any provision of these Terms of Service is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.
Entire Agreement: These Terms of Service, including all documents incorporated herein by reference, the Privacy Policy, and any other agreements executed by and between you and Capsll, constitute the sole and entire agreement between you and Capsll with respect to the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties with respect to the Services.
Notices. Capsll may give notice to you by email or other reasonable means. You shall give notice to Capsll by certified mail (postage prepaid and return receipt requested) to:
Attn: Legal
Capsll, Inc.
PO Box 892
Manchaca, TX 78652-9998
legal@capsll.life
QUESTIONS. Please contact Capsll with any questions regarding these Terms of Service by emailing at: hello@capsll.app.