User Terms and Conditions

3. RESTRICTIONS ON USE

• 3.1. Acceptable Use: Depending upon Your level of access, We may allow You to use or access the Services solely for the purpose of these Terms. You agree not to (a) distribute, license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party; (b) modify, adapt, decompile, disassemble, reverse engineer or hack the Services or attempt to reconstruct or discover any source code, underlying ideas, algorithms or otherwise attempt to gain or gain unauthorized access to the Services or related systems or networks; (c) alter, remove any product identification, proprietary, copyright trademark, service mark, or other notices contained in the Services; (d) use the Services to develop, market or sell a product that is functionally compatible with or competitive to the Services ; (e) transmit through Services any material that contains software viruses or any other computer codes, files programs designed to interrupt, destroy or limit the functionality of any computer software or hardware; (f) use the Services to store or transmit any content that infringes upon any person’s intellectual property or proprietary rights, violates applicable law, including privacy and data protection laws, is racist, hateful, abusive, libelous, obscene, or discriminatory; (g) violate any law or regulation, including, without limitation, any applicable export control laws, privacy laws or any other purpose not reasonably intended by Qapita; (h)“crawl,” “scrape,” or “spider” any page, data, or portion of or relating to the Services (through use of manual or automated means); (i) use the Documentation except for supporting use of the Services; (j) disrupt the integrity or performance of the Services; and (k) disclose the results of any benchmarking of the Services (whether or not the results were obtained with assistance from Us) to any third party.
• 3.2. User Registration: If You choose or are provided with a user identification code, login, password or any other piece of information as a part of security procedures for the creation of a User account and access to the Services (“Your Account”), You shall not disclose it to any third party. You agree to immediately notify us of any unauthorized use of which You become aware. Any information You provide Us to enable the creation of Your Account must be accurate updated and complete. We have the right to disable Your identification code or password, whether chosen by You or allocated by Us to You, at any time, if in Our reasonable opinion, You have failed to comply with any of the provisions under these Terms. We will not be responsible for any activities, including any attempted or actual access or loss of data occurring under Your account as a result of non-compliance of Your obligations under this clause.
• 3.3. You acknowledge and agree that You are responsible for all activity occurring under Your Account. You shall be responsible for the acts or omissions of an individual or third-party to whom You permit access to the Services through Your login ID.
  
  3.4. You may access and use the Services only on the devices which You access, own or control in accordance with the terms and conditions of this Terms.
  
  3.5. You acknowledge and agree that We take no responsibility and assume no liability for any content that You post or upload on the Services (“User Content”). You understand and agree that any loss or damage of any kind that occurs to the User Content that You send, upload, download, post, transmit, display, or otherwise make available or access through use of the Services, is solely Your responsibility.
  
  3.6. You agree that under no circumstances that We or Our Affiliates shall be held responsible or liable for any loss, damage or harm caused by relying on information obtained from the Services.

4. INTELLECTUAL PROPERTY RIGHTS

• 4.1. We own and retain all Intellectual Property Rights in and to the Services, including the Software and Documentation. Nothing herein contained shall be construed to be granting You any Intellectual Property Right related to the Services except as expressly provided for in these Terms.
• 4.2. If You choose to provide Us any suggestions, recommendations, or other feedback about the Services (“Feedback”), We shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Services or otherwise use any such Feedback.
• 4.3. You acknowledge that You are obtaining only a limited right to use and access the Services and that no license, title or interest is being conveyed to You under these Terms. All rights not expressly provided to You herein are reserved by Us.

5. TERM, TERMINATION AND SUSPENSION

• 5.1. Term: The term of Your User account shall be co-terminus with the Terms of Service enteredinto by the Customer (“Term”).
• 5.2. Termination and Suspension by Us: We may suspend and/or terminate Your access to the Services if (a) You materially breach these Terms; (b) We are required to comply with applicable laws or a legal process; (c) We are instructed to do so by the Customer; or (d) We reasonably believe that Your use of the Services causes harm or liability to Us, another User, or any third- party.
• 5.3. Termination by Customer: You acknowledge that the Customer will have the right to terminate Your User account at any time.

6. CONFIDENTIALITY AND DATA PRIVACY

• 6.1. You will protect Our Confidential Information from unauthorized use, access or disclosure in the same manner as You protect Your own Confidential Information, and in any event, You shall not use less than industry standard technical and organizational safeguards designed to protect Our Confidential Information. Except as otherwise expressly permitted pursuant to these Terms, You may use Our Confidential Information solely to exercise Your respective rights and perform Your respective obligations under these Terms and shall disclose such Confidential Information solely to those Users, employees, representatives and agents who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information.
• 6.2. When You use or access the Services, We shall Process Your Personal Data in accordance with these Terms, Our Privacy Policy and the Terms of Services. Except to the extent and for purposes specifically set forth in the Privacy Policy, You acknowledge that We shall Process Your Personal Data only on the Customer’s behalf, as a data processor, and the Customer shall be the Data Controller and You will be directed to contact the Customer for assistance with any requests or questions relating to Your Personal Data. Qapita is not responsible for the Customer’s privacy or security practices which may be different from Our Privacy Policy. The Customer is solely responsible for establishing policies for and ensuring compliance with all applicable laws and regulations, as well as any and all privacy policies, agreements or other obligations, relating to the collection and transmission of Personal Data in connection with the use of the Services by You.
• 6.3. You acknowledge and agree that We and Our group companies may access or disclose information about You (a) in order to comply with the law or respond to lawful requests or legal process; or (b) to professional advisors to prevent any infringement of group companies’ or Our customers’ proprietary rights. Further, at Our sole discretion, any suspected fraudulent, abusive, or illegal activity by You may be referred to law enforcement authorities.

7. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

• 7.1.THE SERVICES, INCLUDING ALL COMPONENTS ARE PROVIDED ON AN “AS IS”AND “AS AVAILABLE” BASIS. ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMPLETENESS, ACCURACY OR NON-INFRINGEMENT, ARE HEREBY EXCLUDED. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT USE OF THE SERVICES WILL BE UNINTERRUPTED, FREE FROM VIRUS OR ERROR-FREE.
• 7.2. YOU ACKNOWLEDGE THAT QAPITA AND ITS AFFILIATES DO NOT PROVIDE TAX, LEGAL OR ACCOUNTING ADVICE. THE INFORMATION SHOWN IN YOUR USER
  ACCOUNT IS ONLY ILLUSTRATIVE AND NOT INTENDED TO PROVIDE, AND SHOULD NOT BE RELIED ON FOR, TAX, LEGAL OR ACCOUNTING ADVICE. YOU SHOULD
  CONSULT YOUR TAX, LEGAL AND ACCOUNTING ADVISER TO DISCUSS YOUR SPECIFIC CIRCUMSTANCES AND BEFORE ENGAGING IN ANY TRANSACTIONS.
• 7.3. YOU ACKNOWLEDGE THAT ANY LEGAL PROCEEDINGS INSTITUTED IN CONNECTION WITH THE SERVICES, INCLUDING YOUR USE OF THE SERVICES, SHALL BE INSTITUTED BY THE CUSTOMER ON YOUR BEHALF IN ACCORDANCE WITH THE TERMS OFSERVICE. YOU HEREBY WAIVE THE RIGHT TO INDIVIDUALLY INSTITUTE ANY LEGALPROCEEDINGS AGAINST QAPITA IN CONNECTION WITH THE SERVICES.
• 7.4. NOTWITHSTANDING ANYTHING TO THE CONTRARY ELSEWHERE CONTAINED, WE, OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON FOR (A) ANY LOSS OR INACCURACY OF DATA OR, COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR TECHNOLOGY, AND (B)ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, 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 OROTHERWISE EVEN IF WE HAVE BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES ORCOULD HAVE FORESEEN SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR AGGREGATE LIABILITY AND THAT OF OUR AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS, RELATING TO THESE TERMS, WILL BE LIMITED TO ANAMOUNT EQUAL TO SGD 500.

8. INDEMNIFICATION

9. MISCELLANEOUS

• 9.1. Amendments and Modifications: We may amend these Terms from time to time, in which case the new Terms will supersede prior versions. We will notify You of any material revisions not less than ten (10) days prior to the effective date of any amendments to these Terms and Your continued use of the Services following the effective date of any such amendment may be relied upon by Us as Your acceptance of any such amendment. You can review the most current version of the Terms at any time by visiting this page.
• 9.2. Assignment: These Terms and any rights or obligations hereunder may not be assigned by You without Our prior written consent. These Terms bind, and inures to the benefit of, the Parties and their respective successors and permitted assigns.
• 9.3. Entire Agreement: These Terms, together with any annexures, incorporated by reference into this Terms constitute the entire agreement, and supersede any and all prior agreements between You and Us with regard to the subject matter hereof.
  
  9.4. Third Party Services: You acknowledge and agree that Your use of Third-Party Services will be subject to the terms and conditions and privacy policies of such third-party and that We shall not be liable for Your enablement, access or use of such Third-Party Services, including for processing of User Content or Personal 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. The disclaimer, limitations on, and exclusions of damages as set out herein also apply to the extent allowed by applicable law.
• 9.5. Force Majeure: Notwithstanding anything to the contrary contained elsewhere, We shall not be liable for failure in Our obligations under these Terms caused by circumstances beyond Our reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, technical failures beyond Our reasonable control.
• 9.6. Governing Law and Dispute Resolution: These Terms shall be governed by the laws of Singapore without regard to conflict of law principles and the Parties hereby expressly agree to submit to the exclusive personal jurisdiction of the courts in Singapore. Any disputes or differences arising under, relating to or connected with these Terms shall be resolved by mediation first, failing which they shall be resolved by final and binding arbitration in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force.
• 9.7. Notices and Consent to Electronic Communications: Notices will be in writing and will be delivered personally (which will include delivery by courier or reputable overnight delivery service) or sent by certified mail return receipt requested or by email, to the address provided by You at the time of registration or creation of a User account for the Services. Items delivered personally will be deemed delivered on the date of actual delivery. Items sent by certified mail will be deemed delivered on the date the return receipt is signed. Items delivered by email will be deemed delivered on the first business day after sending the email. A Party may change its contact information by a written notice delivered in accordance with this clause.
• 9.8. Relationship of the Parties: The Parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship among the Parties.
• 9.9. Severability; No Waiver: If any provision in these Terms is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by applicable law, and the remaining provisions of these Terms shall remain in effect. Our non-exercise of any right under or provision of these Terms does not constitute a waiver of that right or provision of these Terms.
• 9.10. Survival: All clauses which, by their nature are intended to survive, including without limitation Clauses 4 (Intellectual Property Rights), 5 (Term, Termination and Suspension), 6 (Confidentiality and Data Privacy), 7 (Disclaimer of Warranties and Limitation of Liability), 8 (Indemnification), 9 (Miscellaneous) and 10 (Definitions) shall survive any termination or expiration of these Terms.
• 9.11. Contact Us: You may contact Us at support@qapita.com if You have any enquiries on these Terms.

10. DEFINITIONS

• Affiliate: means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.
• API: means the application programming interfaces developed, enabled by or licensed to Qapita that permits certain functionalities provided by the Services.
• Confidential Information: means all information disclosed by Us to You which is in tangible form and labeled “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 You; (b) becomes publicly known and made generally available after disclosure by Us to You through no action or inaction of You; (c) is already in Your possession at the time of disclosure by Us as shown by the Your files and records prior to the time of disclosure; (d) is obtained by the You from a third party without a breach of such third party’s obligations of confidentiality; (e) is independently developed by You without use of or reference to Our Confidential Information, as shown by documents and other competent evidence in the Your possession; or (f) is required by law to be disclosed by You, provided that the You shall, to the extent legally permitted, give Us written notice of such requirement prior to disclosing so that the We may seek a protective order or other appropriate relief.
• Customer: means the entity that enters into the Terms of Service with Us and on whose behalf You are provided access to the Services.
• Customer Account: means the account or instance created by the Customer or on the Customer’s behalf for access and use of the Services.
• Documentation: means any written or electronic documentation, images, video, text or sounds specifying the functionalities of the Services provided or made available by Us to Customer or Customer’s Users through the Services or otherwise.
• Intellectual Property Rights: means all rights and title in and to any patents, patent rights, design rights, copyrights, database rights, trade secrets, know-how, trademarks, trade names, service marks and other intellectual property embodied in the foregoing, and all applications and rights to apply for registration or protection rights pertaining thereto, in existence at the date hereof or created in the future.
• Terms of Service: means the agreement entered into between Us and the Customer.
• Process(ing): 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.
• Personal Data: means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular byreference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
• 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 Customer 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.
• User: means those who are designated users of a Customer within the Services, including an Account administrator, employee, shareholder, auditor, lawyer, founder and other designated users.