CAPSTAK TERMS AND CONDITIONS
Date of Last Revision: October 1st, 2016
I. GENERAL TERMS
Conflict with English
This agreement was written in English and to the extent any version of this Agreement that is translated conflicts with this version, the English version controls.
Terms of Rights and Responsibilities
These Terms and Conditions ("Terms") is our terms of service that governs our relationship with users and others who interact with Capstak, as well as Capstak brands, products and services. By using or accessing the Capstak Services, you agree to these Terms, as updated from time to time in accordance with the section labeled “Amendment” below. Additionally, you will find resources at the end of this document that help you understand how Capstak works.
If you are registering on behalf of a legal entity or organization you represent that you are authorized to do so and to bind the organization. If you believe a user is using the name, logo, identity, or property of an entity without due authorization or authority, you are responsible for notifying Capstak promptly. Capstak will review such notification and reserves the right to remove any content posted by users who, in its sole discretion, Capstak believes to be acting without proper authorization or authority. Capstak is not responsible for any damages, breaches, or other consequences associated with such unauthorized actions by users.
“Capstak” or “we” or “us” means Capstak, Inc.
“Capstak Services” or “Services” means the features and services we make available, including through our website at www.Capstak.com and any other Capstak branded or co-branded websites (including sub-domains, international versions, widgets, and mobile versions). Capstak reserves the right to designate, in its sole discretion, that certain of our brands, products, or services are governed by separate terms and not these Terms.
"Content" means anything you or other users post, provide or share using Capstak Services. By "data" or "user data" or "user's data" we mean any data, including a user's content or information that you or third parties can retrieve from Capstak or provide to Capstak through Platform.
"Post" means post on Capstak or otherwise make available by using Capstak.“Trademarks” means any of Capstak’s trademarks.
"Use" means use, run, copy, publicly perform or display, distribute, modify, translate, and create derivative works of.
Not an Offer or Solicitation of an Offer to Buy or Sell Securities; and Not Providing Investment Advice
The Capstak website (the “Website”) and information contained therein are for informational purposes only. They have not been personalized or tailored to any particular user's investment objectives or financial situation and the securities, financial instruments, investment products and trading strategies discussed may not be suitable for you. None of the information contained on the Website constitutes an offer to buy or the solicitation of any offer to sell any security or other financial instrument or investment product or to participate in any particular trading strategy. Capstak does not provide legal, tax, accounting or investment advice, nor does it make any representation regarding the suitability or profitability of any security, financial instrument, investment product or trading strategy. Nothing on the Website should be construed to be a recommendation regarding the investment merits of any company identified on the Website, or an endorsement by Capstak or any such company. Capstak does not offer securities or brokerage services. Applications that provide securities and brokerage services are offered by broker-dealers that are responsible for the content and operation of those applications. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC SECURITY, INDEX, REPORT, OPINION, ADVICE OR OTHER MATERIALS CONTAINED ON THE WEBSITE.
Persons using Capstak Services may be brokers and/or may offer to sell securities. Capstak is in no way affiliated with, coordinating with, advising, controlling, or authorizing these third parties, and takes no responsibility for their actions. You should seek professional assistance in evaluating any such third-party services. Capstak will not offer advice or assistance in evaluating any brokers or sellers who use Capstak Services.
II. SETTING UP AND MAINTAINING YOUR ACCOUNT
Registration and Account Security
Capstak requires that users provide their legal names and if an organization the legal name of the organization and the name of the people in the organization that use Capstak. When creating an account you represent that all the information you provide is true and accurate, and that you did not provide any false personal information on Capstak, or create an account for anyone other than yourself or the entity for which you are authorized to act without permission.
You will keep your contact information accurate and up-to-date. You will not share your password (or in the case of developers, your secret key), let anyone else access your account, or do anything else that might jeopardize the security of your account. You will not transfer your account (including any page or application you administer) to anyone without first getting our written permission. If you select a username or similar identifier for your account or Page, we reserve the right to remove or reclaim it if we believe it is appropriate.
Termination or Disabling of an Account
If Capstak discovers that your have violated these Terms, we reserve the right to terminate or disable your account without notice and without reimbursement for any payments made to Capstak. If we disable your account, you will not be permitted to create another one without the written permission of Capstak.
Persons Under the Age of 13
Capstak is not intended to be used by persons under the age of 13, and Capstak does not permit anyone under the age of 13 to create an account. You will not use Capstak if you are under 13. If we discover someone under the age of 13 has created an account or is using the Services that person’s account will be disabled or terminated.
III. CONTENT & INFORMATION
Your Content and Information
You represent that you own, or have the necessary permissions to use and authorize the use of your Content as described herein. You may not imply that your Content is in any way sponsored or endorsed by Capstak.
You own all of the content and information you post using Capstak Services, and you can control how it is shared with other users through your settings. In addition:
A. For content that is covered by intellectual property rights, like photos and videos, you specifically grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any IP content that you post on or in connection with Capstak (the “IP License”). This IP License ends when you delete your IP content or your account unless your Content has been shared with others, and they have not deleted it.
B. When you delete IP Content, it is deleted, however, you understand that removed Content may persist in backup copies for a reasonable period of time (but will not be available to others).
C. When you use an application, the application may ask for your permission to access your Content and Information as well as Content and Information that others have shared with you. If the application is run by a third-party, additional terms and conditions may apply. Capstak is not responsible for Content or Information you share with third-party applications.
D. When you publish Content or Information and do not set it as Private, it means that you are allowing everyone, including people off of Capstak, to access and use that information, and to associate it with you.
E. Although we appreciate your feedback or other suggestions, you understand that we may use your feedback or suggestions without any obligation to compensate you for them.
You alone are responsible for your Content, and once published, it cannot always be withdrawn. You assume all risks associated with your Content, including anyone's reliance on its quality, accuracy, or reliability, or any disclosure by you of information in Your Content that makes you personally identifiable.
You may expose yourself to liability if, for example, your Content contains material that is false, intentionally misleading, or defamatory; 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; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; or violates or advocates the violation of any law or regulation.
Capstak Intellectual Property
We own all Capstak Content, including but not limited to visual interfaces, interactive features, graphics, design, compilation, including, but not limited to, our compilation of User Content and other Service Content, computer code, products, software, aggregate user review ratings, and all other elements and components of the Services excluding your Content, user Content and third party Content.
We also own the copyrights, trademarks, service marks, trade names, and other intellectual and proprietary rights throughout the world ("IP Rights") associated with the Capstak Content and the Services, which are protected by copyright, trade dress, patent, trademark laws and all other applicable intellectual and proprietary rights and laws. As such, you may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of the Capstak Content in whole or in part except as expressly authorized by us. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Services and the Capstak Content are retained by us.
IV. USING CAPSTAK SERVICES
Capstak strives to ensure that the Services are safe, but we cannot guarantee it. In order to assist us you agree to the following:
A. You will not post spam or other unauthorized commercial communications on Capstak;
B. You will not collect or try to collect users' content or information, or attempt to access Capstak, using automated means (such as harvesting bots, robots, spiders, or scrapers) without our prior permission;
C. You will not engage in unlawful multi-level marketing, such as a pyramid scheme, on Capstak;
D. You will not upload viruses, trojans or other malicious code;
E. You will not solicit login information or access an account of other users;
F. You will not bully, intimidate, or harass any user or post content that is hate speech, threatening, or pornographic; incites violence; or contains nudity or graphic or gratuitous violence;
G. You will not use Capstak for any unlawful, misleading, malicious, or discriminatory purposes;
H. You will not do anything that could disable, overburden, or impair the proper working or appearance of Capstak, such as a denial of service attack or interference with page rendering or other Capstak functionality;
I. You will not and will not encourage any others to violate Terms or our policies.
You will not post content or take any action on Capstak that infringes or violates someone else's rights or otherwise violates the law. If we believe you have violated the law, including violating the intellectual property rights of others we may disable your account at our discretion. We can remove any content or information you post on Capstak if we believe that it violates these Terms or our policies. If we remove your content for infringing someone else's copyright, and you believe we removed it by mistake, we will provide you with an opportunity to appeal. You will not tag users or send email invitations to non-users without their consent.
When you visit this Website or send e-mails to us, you are communicating with us electronically (such visits or e-mails, "Communications"). You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this Website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
Mobile and Other Devices
Our mobile services are currently offered for free. However, your carrier's normal rates and fees, such as text messaging and data charges, may still apply. For additional information, please contact your carrier.
In the event you change or deactivate your mobile telephone number, you must update your account information on Capstak. Capstak is not responsible for communications sent to an old phone number or mobile phone as a result of your failure to update your information.
You provide your consent, and such other rights as may be necessary, to enable users to sync (including through an application) their devices with any information that is visible to them on Capstak.
All payments for services will be completed in accordance with the Payment Terms and they are hereby incorporated by reference. In the event that any terms in the Payment Terms and these terms are inconsistent then the Payment Terms shall prevail.
If you download or use our software, such as a stand-alone software product, an app, or a browser plugin, you agree that from time to time, the software may download and install upgrades, updates and additional features from us in order to improve, enhance, and further develop the software. You will not modify, create derivative works of, decompile, or otherwise attempt to extract source code from us, unless you are expressly permitted to do so under an open source license, or we give you express written permission.
V. MISCELLANEOUS TERMS
Capstak reserves the right to amend, alter, modify, or change these Terms from time to time. We will notify you of such changes to these Terms and give you the opportunity to review the revised terms before continuing to use our Services. Your continued use of the Capstak Services, following notice of the changes to our terms, policies or guidelines, constitutes your acceptance of our amended terms, policies or guidelines.
You agree to resolve any claim, cause of action or dispute (claim) you have with us arising out of or relating to these Terms or Capstak exclusively in the U.S. District Court for the Southern District of New York or in the Circuit Court of New York County, and you agree to submit to the personal jurisdiction of such courts for the purpose of litigating all such claims.
The laws of the State of New York will govern these Terms, as well as any claim
that might arise between you and us, without regard to conflict of law provisions.
If anyone brings a claim against us related to your actions, content or information on Capstak, you will indemnify and hold us harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim. Although we provide rules for user conduct, we do not control or direct users' actions on Capstak and are not responsible for the content or information users transmit or share on Capstak. We are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content or information you may encounter on Capstak. We are not responsible for the conduct, whether online or offline, of any user of Capstak.
WE TRY TO KEEP CAPSTAK UP, BUG-FREE, AND SAFE, BUT YOU USE IT AT YOUR OWN RISK. WE ARE PROVIDING CAPSTAK AS IS WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THAT CAPSTAK WILL ALWAYS BE SAFE, SECURE OR ERROR-FREE OR THAT CAPSTAK WILL ALWAYS FUNCTION WITHOUT DISRUPTIONS, DELAYS OR IMPERFECTIONS. CAPSTAK IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. WE WILL NOT BE LIABLE TO YOU FOR ANY LOST PROFITS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT, OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR CAPSTAK, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY ARISING OUT OF THESE TERMS OR CAPSTAK WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNT YOU HAVE PAID US IN THE PAST TWELVE MONTHS. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, CAPSTAK'S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
Provisions Applicable to Non United States Users
We strive to create a global community with consistent standards for everyone, but we also strive to respect local laws. The following provisions apply to users and non-users who interact with Capstak outside the United States: A. You consent to having your personal data transferred to and processed in the United States. B. If you are located in a country embargoed by the United States, or are on the U.S. Treasury Department's list of Specially Designated Nationals you will not engage in commercial activities on Capstak (such as advertising or payments) or operate a Platform application or website. C. You will not use Capstak if you are prohibited from receiving products, services, or software originating from the United States.
These Terms and the policies referred to herein makes up the entire agreement between the parties regarding Capstak, and supersedes any prior agreements.
If any portion of these Terms is found to be unenforceable, the remaining portion will remain in full force and effect.
Our failure to enforce any of these Terms will not be considered a waiver. Any amendment to or waiver of these Terms must be made in writing and signed by us. You will not transfer any of your rights or obligations under these Terms to anyone else without our consent.
Assignability & Third-Party Benefitiaries
All of our rights and obligations under these Terms are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise. Nothing in these Terms shall prevent us from complying with the law. These Terms does not confer any third party beneficiary rights. We reserve all rights not expressly granted to you. You will comply with all applicable laws when using or accessing Capstak.
If you violate the letter or spirit of these Terms, or otherwise create risk or possible legal exposure for us, we can stop providing all or part of Capstak to you. We will notify you by email or at the next time you attempt to access your account. You may also delete your account or disable your application at any time. In all such cases, these Terms shall terminate, but the following provisions will still apply: Definitions, Your Content and Information sections “B” and “D”, Safety, Respecting Others, Termination, Disputes, Indemnification, Warranty, and Provisions Applicable to Non United States Users.