Effective Date: 15th February, 2023
Published on: 15th February, 2023
These Customer Terms of Service (“Terms”) describe the terms under which Qapita Fintech Pte. Ltd. or any of its Affiliates (“Qapita” “Us”, “We”, “Our”) provides a subscriber access to and use of Our Services (“You”, “Your”, “Yourself”). By accessing and/or using Our Service,
- You warrant to Us that You are aged 18 years or above and are competent to enter into this agreement
- That, in the event You are entering into these Terms on behalf of any entity/company or its group, You possess the requisite authority to bind such entities, company, or its groups to these Terms.
You and Qapita shall be hereinafter collectively be referred to as “Parties” and individually as “Party”.
- Account means any accounts or instances created by You or on Your behalf for access and use of the Services.
- Affiliate means, with respect to any specified person, any other person that directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with such specified person.
- API means the application programming interfaces developed, enabled by or licensed to Qapita that permits certain functionalities provided by the Services.
- Customer Data means all electronic data, text, messages, personal data or other materials, including without limitation Personal Data of Users and end-users, submitted to the Services by You through Your Account in connection with Your use of the Services.
- Confidential Information means all information disclosed by one Party to the other Party which is in tangible form and labelled “confidential” (or with a similar legend) or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Notwithstanding the foregoing, Confidential Information shall not include any information which (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (b) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (c) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party’s files and records prior to the time of disclosure; (d) is obtained by the receiving party from a third-party without a breach of such third-party’s obligations of confidentiality; (e) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession; or (f) is required by law to be disclosed by the receiving party, provided that the receiving party shall, to the extent legally permitted, give the disclosing party written notice of such requirement prior to disclosing so that the disclosing party may seek a protective order or other appropriate relief.
- Control means (i) the direct or indirect ownership of more than fifty percent (50%) of the total issued voting share capital or any equivalent voting interest of a company or corporation, (ii) the capacity to unilaterally appoint a majority of the board directors of such company or corporation, or (iii) the capacity to unilaterally direct the business affairs and/or operations of such company or corporation, and the terms “Controls” and “Controlled” shall have the same meaning.
- Documentation means any written or electronic documentation, images, video, text or sounds specifying the functionalities of the Services provided or made available by Qapita to You or Your Users through the Services or otherwise.
- Order Form means any service order form specifying the Services provided, particular features and functionalities in the Services that You wish to avail.
- Personal Data means any information relating to an identified or identifiable natural person that is submitted by You to the Services as part of Customer Data.
- Process means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
- Professional Services means valuation services or other professional services that the You may engage Qapita pursuant to a separate agreement.
- Services means the cloud-based proprietary platform of Qapita enabling investment, liquidity solutions, cap table and ESOP management or any new services that Qapita may introduce as a Service to which You may subscribe to, and any updates, modifications or improvements thereto, including individually and collectively, Software, the API and any Documentation
- Software means software provided by Qapita (either by download or access through the internet) that allows You to use any functionality in connection with the Services.
- Subscription Charges means all charges associated with Your Account and use of the Services.
- Subscription Term the period during You have agreed to subscribe to the Services as specified in the relevant Order Form.
- Third-Party Services shall mean third-party application(s) or service(s) integrating with the Services through APIs or otherwise enabled through the Services
- User means a designated user within the Services, including an Account administrator, employee, shareholder, auditor, lawyer, founder and other designated users.
3.1. Your Account: Each User shall be identified using unique login information such as usernames and passwords (“User Login”) and such User Login shall be used only by one individual.
3.2. Acceptable Use: You agree not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third-party, other than Users in furtherance of its internal business purposes as expressly permitted by these Terms; (b) modify, adapt, or hack the Services or otherwise attempt to gain or gain unauthorized access to the Services or related systems or networks; (c) use the Services to Process any Personal Data; (d) violate any law or regulation, including, without limitation, any applicable export control laws, privacy laws or any other purpose not reasonably intended by Qapita; (e) use the Services to store or process any content that infringes upon any person’s intellectual property rights or is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory; or (f) “crawl,” “scrape,” or “spider” any page, data, or portion of or relating to the Services (through use of manual or automated means);
3.3. You represent and warrant to Qapita that You own or have the necessary rights to provide the Customer Data to Qapita and that doing so does not violate any applicable law, proprietary or privacy rights. Qapita shall have no liability for any claims with respect to the Services arising in connection with the inaccuracy or insufficiency of Customer Data.
You acknowledge and agrees that Your use of Third-Party Services will be subject to the terms and conditions and privacy policies of such third-party and that Qapita shall not be liable for Your enablement, access or use of such Third-Party Services, including for processing of Customer Data by such third-party. You should contact that Third-Party Service provider for any issues arising in connection with use of such Third-Party Service.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO ANY PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST SALES, LOST GOODWILL, LOSS OF USE OR LOST CONTENT, IMPACT ON BUSINESS, BUSINESS INTERRUPTION, LOSS OF ANTICIPATED SAVINGS, LOSS OF BUSINESS OPPORTUNITY) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, BREACH OF STATUTORY DUTY, NEGLIGENCE OR OTHERWISE, EXCEPT PAYMENT OBLIGATIONS OF YOU EVEN IF EITHER PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE FORESEEN SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, QAPITA’S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS, RELATING TO THE SERVICES, WILL BE LIMITED TO AN AMOUNT EQUAL TO THE LOWER OF (A) TWELVE MONTHS OF THE SUBSCRIPTION CHARGES PAID FOR THE SERVICES; OR (B) THE CHARGES PAID BY YOU, FOR THE SERVICES PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY.