cap! Equity Management (PTY) LTD User Terms of Service
Last Modified: September 2022
These User Terms of Service, together with any documents they expressly incorporate by reference (collectively the “User Terms”) govern your access to the Cap Equity Platform and use of the Cap Equity Services as a User. A “User” or “you” means an individual that a Customer has invited to the Platform and/or to use the Services, or, where a Customer is an individual, that individual.
Acceptance of the terms of service
These User Terms are entered into by and between you and Cap Equity. These User Terms govern your access to the Platform and use of the Services.
Please read these User Terms carefully before you start to access the Platform. By using the Platform or by ticking a checkbox to accept or agree to these User Terms when this option is made available to you, you accept and agree to be bound and abide by these User Terms.
If you do not agree to these User Terms you must not access the Platform or use the Services.
Capitalized terms shall have the following meanings:
- "Cap Equity", "we", or "us" means Cap Equity Management (Pty) Ltd and their affiliates and subsidiaries;
- “Content” means all of the content hosted on the Platform, including but not limited to still images, text, video, graphic designs, audio recordings, multimedia programmes, computer programmes, software, algorithms, and proprietary methodologies for company administration, investigating fundraising opportunities, managing investments, investigating investment opportunities, reporting valuations as well as share register information and share certificates and other services;
- “Customer” means the organisation or individual that has agreed to our Customer Terms of Service located at www.cap-equity.com/customer-terms-of-service “Customer Terms” and/or that may have an Other Contract with us, and that either invites the User to the Platform and/or to use the Services, or, where Customer is an individual, is the User;
- “Platform” means the Cap Equity company administration and investor platform located at www.cap-equity.com;
- “Services” means the services supplied by Cap Equity to Customer being the provision of the Platform and its Content, and includes the non-exclusive license to make use of these Services for the duration of the Agreement and in accordance with its terms; and
- “Other Contracts” means other agreements (including agreements with respect to fees concluded on the Platform) that Customer has entered into with Cap Equity for services provided by Cap Equity.
Changes to the terms of service
We may revise and update these User Terms from time to time in our sole discretion. All changes are effective immediately when we post them. Your continued use of the Platform or the Services following the posting of revised User Terms means that you accept and agree to the changes. You are expected to check this page from time to time so that you are aware of any changes, as they are binding on you.
Conflicts with other terms and conditions
Customer has separately agreed to our Customer Terms and may have entered into Other Contracts with us. The Customer Terms, together with any Other Contracts that apply, together form the binding “Agreement” between Customer and Cap Equity governing Customer’s access to the Platform and use of the Services. Your access to the Platform and use of the Services may be subject to additional terms set out in the Customer Agreement, and it is Customer’s responsibility to inform you of and subject you to any such additional terms. In
the event of any conflict between these User Terms and the Customer Agreement, the terms of the Customer Agreement will prevail.
Term and termination
Your access to the Platform and use of the Services is valid for the term of the Customer Agreement, unless your access is terminated earlier by Customer. We may terminate your access to the Platform and use of the Services at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these User Terms.
Accessing the platform and account security
We reserve the right to terminate or modify the Platform and the Services and any other services, data or material we provide on the Platform or the Services, in our sole discretion and without notice. We will not be liable if for any reason all or any part of the Platform or the Services is unavailable at any time or for any period. From time to time, we may restrict access to some or all of the Platform or the Services.
You are responsible for making all arrangements necessary for you to have access to the Platform and the Services. You may be asked to provide certain registration details or other information to access the Platform. It is a condition of your use of the Platform that all the information you provide is correct, current, and complete.
If you create, or are provided with, a username (email), password, or any other piece of information as part of the Platform’s security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Platform or portions of it using your username (email), password, or other security information. You will be held responsible for any action taken via your account and will be held accountable for the validity of anyone that you invite to join the Platform.
You agree to notify us immediately of any unauthorized access to or use of your username (email) or password or any other breach of security. You should use particular caution when accessing the Platform from a public or shared computer so that others are not able to view or record your password or other personal information.
We have the right to disable any username (email), password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these User Terms.
The Platform contains profiles, postings and other interactive features that allow Users to post, submit, publish, display, or transmit to other Users ("post") content or materials (typically comprising User information or Customer information) (collectively, "User Contributions") on or through the Platform. All User Contributions must comply with the Content Standards set out below in these User Terms.
By posting any User Contribution on the Platform, you grant us and our affiliates a worldwide, non-exclusive, royalty-free, transferable, sub-licensable license to use, copy, modify, process, reproduce, adapt, distribute and publish such User Contribution as we deem reasonably necessary in connection with our business (such as in order to promote our products and services) and to fulfil our contractual relationship with the Customer and with you. User Contributions may not have been verified or approved by us and we have no obligation to do so. The views expressed by other Users on the Platform do not represent our views or values. If you wish to complain about content uploaded by other Users, please contact either your Customer account administrator or Cap Equity management.
You represent and warrant that:
- You own or have all necessary licenses and rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates; and
- All of your User Contributions do and will comply with these User Terms.
As a User you understand and acknowledge that you are solely responsible for any User Contributions you
post, and you, not Cap Equity, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by Users.
These content standards (the “Content Standards”) apply to any and all User Contributions. User Contributions must, in their entirety, comply with all applicable laws, rules and regulations. User Contributions must be accurate and kept up-to-date.
Without limiting the foregoing, User Contributions must 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 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 User Terms*;*
- Be likely to deceive or mislead any person and any forward looking statements should be qualified accordingly with appropriate risk disclosure statements;
- Promote any illegal activity, or advocate, promote, or assist any unlawful act;
- Impersonate any person, or misrepresent your identity or affiliation with any person or organization;
- Involve commercial activities or sales, such as contests, sales promotions, barter, or advertising; and/or
- Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
You may use the Platform and the Services only for lawful purposes, such as your personal, legitimate business activities with us, and in accordance with these User Terms. You agree not to use the Platform and the Services:
- In any way that violates any applicable law, rule or regulation;
- To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards described in these User Terms;
- To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any "junk mail," "chain letter," "spam," or any other similar solicitation;
- To impersonate or attempt to impersonate Cap Equity, an Cap Equity staff user, another User, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing); and/or
- To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Platform or the Services, or which, as determined by us, may harm Cap Equity or users of the Platform or the Services, or expose them to liability.
You agree not to:
- Use the Platform in any manner that could disable, overburden, damage, or impair the Platform or interfere with any other party's use of the Platform, including their ability to engage in real time activities through the Platform;
- Use any robot, spider, or other automatic device, process, or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform;
- Use any manual process to monitor or copy any of the material on the Platform or the Services, or for any other purpose not expressly authorized in these User Terms, without our prior written consent;
- Use any device, software, or routine that interferes with the proper working of the Platform;
- Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful into the Platform;
- Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platform or any server, computer, or database connected to the Platform;
- Attack the Platform via a denial-of-service attack or a distributed denial-of-service attack;
- Disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Platform nor attempt to do any such things; and/or
- Otherwise attempt to interfere with the proper working of the Platform. Additionally, you agree that:
- You may have access to non-public confidential information about other users or other customers (including other customers’ information concerning individuals), and accordingly you agree as follows:
- You may share this information with other Users of the applicable Customer only, if there are any, without exception, and with no-one else;
- This sharing of information is only permitted through the use of and functionality available on the Platform;
- This sharing of information and the collection and processing of this information is subject to the data privacy clauses set out in the applicable Customer Agreement and its accompanying data processing agreement;
- You will not reproduce or publicly display any profile information about other Users;
- You will not conduct automated queries on the services provided by the Platform; and/or
- You will not access or use the Platform or the Services or any of the products or services provided by the Platform or the Services to develop competitive products or services.
Intellectual property rights
All of the rights in and to all and any intellectual property in the Content and the Platform, whether registered or not, vests in Cap Equity and nothing contained or implied in the Customer Agreement will derogate from Cap Equity’s intellectual property rights in any way whatsoever. The intellectual property in the Platform and the Services includes its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof). Cap Equity’s intellectual property is protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws and may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited in whole or in part in any way whatsoever, without Cap Equity’s express prior written consent.
These User Terms permit you to use the Platform and the Services for your personal, legitimate business interests with Cap Equity only. You must not reproduce, distribute, copy, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Platform or 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; and
- You may not share materials, extract data or present data elsewhere within the Platform outside of the ways that are made directly available to you through the Platform. For example, you may not take screenshots of the Platform.
You must not:
- Modify copies of any materials from the Platform or the Services; or
- Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Platform or the Services.
If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Platform or the Services in breach of these User Terms, your right to use the Platform and the Services will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Platform or the Services or any other content on the Platform is transferred to you, and all rights not expressly granted are reserved by Cap Equity. Any use of the Platform or the Services not expressly permitted by these User Terms is prohibited, constitutes a breach of these User Terms and may violate copyright, trademark, and other laws.
The Cap Equity name, trademarks, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Cap Equity or its affiliates or licensors. You must not use such marks without the prior written permission of Cap Equity. All other names, logos, product and service names, designs, and slogans on the Platform and the Services are the trademarks of their respective owners.
Monitoring and enforcement; termination
We have the right to:
- Remove or refuse to post any User Contributions for any or no reason in our sole discretion;
- Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the User Terms, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Platform or the Services or the public, or could create a risk or liability for Cap Equity;
- Disclose your identity and other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy;
- Take legal action, including without limitation, referral to law enforcement, for any illegal or unauthorised use of the Platform or the Services or violation of these User Terms; and
- Terminate or suspend your access to all or part of the Platform or the Services for any or no reason, including without limitation, any violation of these User Terms.
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Platform. YOU WAIVE AND HOLD HARMLESS CAP EQUITY FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY CAP EQUITY DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER CAP EQUITY OR LAW ENFORCEMENT OR OTHER GOVERNMENT AUTHORITIES.
Changes to the platform
We aim to keep the content on the Platform and the Services up-to-date and accurate, but at times the content may not be complete or current. From time to time we may change the services that we provide on the Platform, or we may update it to improve performance, enhance functionality, reflect changes to the operating system or address security issues.
Links from the platform
If the Platform or the Services contain links to other websites and resources provided by third parties, these links are provided for your convenience only. We have no control over the contents of those websites or resources, and accept 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 from the Platform or the Services, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
The owner of the Platform is incorporated and registered, and has its registered office in, the Republic of South Africa. We provide the Platform and the Services for use by persons located worldwide. Access to the Platform and the Services may not be legal by certain persons or in certain countries and should you access the Platform from those countries, you do so on your own initiative and are responsible for compliance with local laws.
Disclaimer of warranties
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Platform will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PLATFORM OR THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM OR THE SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THE PLATFORM, OR ANY WEBSITE LINKED TO THE PLATFORM.
YOUR USE OF THE PLATFORM OR THE SERVICES OR THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM OR THE SERVICES IS AT YOUR OWN RISK. THE PLATFORM, THE SERVICES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM OR THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER CAP EQUITY NOR ANY PERSON ASSOCIATED WITH CAP EQUITY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PLATFORM OR THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER CAP EQUITY NOR ANYONE ASSOCIATED WITH OR THE SERVICES REPRESENTS OR WARRANTS THAT THE PLATFORM, THE SERVICES, THIER CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM OR THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE PLATFORM OR THE SERVICES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE PLATFORM OR THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. TO THE FULLEST EXTENT PROVIDED BY LAW, CAP EQUITY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Limitation of liability
TO THE FULLEST EXTENT PROVIDED BY LAW, THE MAXIMUM LIABILITY OF CAP EQUITY AND ITS LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS, FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PLATFORM OR THE SERVICES, ANY WEBSITES LINKED TO THEM, ANY CONTENT ON THE PLATFORM OR THE SERVICES 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, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE, WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE APPLICABLE CUSTOMER IN THE PREVIOUS 3 (THREE) MONTHS IN RESPECT OF THE SERVICES THAT ARE SUBJECT MATTER OF THE APPLICABLE CUSTOMER AGREEMENT AND TO WHICH SUCH LIABILITY IS CONNECTED OR RELATES.
The limitation of liability set out above does not apply to liability resulting from our gross negligence or wilful misconduct or to death or bodily injury caused by products or services provided to you through the Platform or the Services.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
You agree to defend, indemnify, and hold harmless Cap Equity, its licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, service providers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these User Terms or your use of the Platform or the Services, including, but not limited to, your User Contributions, any use of the Platform’s or the Service’s content, services, and products other than as expressly authorized in these User Terms, or your use of any information obtained from the Platform or the Services.
Governing law and jurisdiction
All matters relating to the Platform and the Services and these User Terms, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the Republic of South Africa, without regard to its principles relating to conflicts of law.
Any legal suit, action, or proceeding arising out of, or related to, the Platform or the Services or these User Terms shall be instituted exclusively in the courts of the Republic of South Africa. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
Limitation on time to file claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE USER TERMS OR THE PLATFORM OR THE SERVICES MUST BE COMMENCED WITHIN 1 (ONE) YEAR AFTER THE CAUSE OF ACTION OCCURS; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
Waiver and severability
No waiver by Cap Equity of any term or condition set out in these User Terms 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 Cap Equity to assert a right or provision under these User Terms shall not constitute a waiver of such right or provision.
If any provision of these User Terms 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 User Terms will continue in full force and effect.
On termination of these User Terms, the following clauses along with this clause shall continue in force: clauses 10, 11, 16 – 24.
These User Terms and any other contractual documentation which we have entered into with you constitute the sole and entire agreement between you and Cap Equity Inc. regarding the Platform and the Services and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Platform.
Your comments and concerns
The Platform and the Services are operated by Cap Equity Management (Pty) Ltd whose registered office is at 6 Chamberlain Road, Claremont, Cape Town, Western Cape, 7708, South Africa. 8