Terms of Service

CapGuru.io

Terms of Service

This Terms of Service Agreement (the “Agreement”) is entered into between you and Chronos Capital LLC (“Provider”) the operator of CapGuru.io, upon establishing a user name and password on CapGuru.io (that is “registering”). 

When you register, you are entering into a legally binding agreement with the Provider.  You agree that you have read, understood and accepted the Terms of Service and all other policies and notices posted on CapGuru.io (the “Site”).   If you do not accept these Terms of Service, you may not use this Site.

If you are accepting this Agreement on behalf of a Company or Other Legal Entity (the “Customer Company”), you agree that you have the authority to bind the Customer Company.  As part of registering, you agree to and will identify an administrative user name and password for the Customer Company’s account.

The Terms of Service govern your access and use of the Site, information and material on the Site (the “Content”), the upload engine, document review, data input services and update (the “Concierge Service”), related modeling and other data transformations provide by Site along with document storage and access (collectively, the  “Services” or “CapGuru Services”).

By the use of CapGuru Services, you agree to the upload and input of your data (the “Customer Data”) by the Concierge Service including access to and storage of all documents from which your data is gathered.

The Provider reserves the right to refuse registration or cancel any account it deems inappropriate. Your access to and use of the Site and the Services may be terminated by us at any time without notice.

Restrictions & Responsibilities

You may use the Site and CapGuru Services so long as you do not, directly or indirectly,

• Attempt to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software documentation or data related to the Services (the “Software”),
• Attempt to lease, sell, distribute or reproduce this Site
• Modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by the Provider or authorized within the Services),
• Use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party, or to the disadvantage of the Provider, or
• Remove or modify any copyright notices, other proprietary notices, or references to these Terms of Service in the Content or on this Site.

You may download publicly-available Content on this Site only for your personal, non-commercial use provided that you keep intact all copyright and other proprietary notices and, if your copying or use of copyrighted materials on the Site is other than “fair use” under applicable copyright laws, you must seek the consent of the Provider in writing.

You may not, directly or indirectly,

• Copy the Site or any part of it,
• Modify the Site or any part of it,
• Violate any copyrights, and other proprietary or intellectual property rights in this Site, its Contents and the Services.
• Engage in any data mining, or use “bots” or similar data gathering and extraction tools or methods in connection with this Site or the Content,
• Introduce any virus, malware, or spyware into the Site or Services,
• Circumvent or render ineffective technological and other measures implemented to protect and control the Services and the Customer Data.
• Conduct any sort of penetrating testing or exploit any vulnerabilities in the Services.
• Use this site for any benchmarking or competitive purposes, or in order to build a similar or competitive product or service,
• Misrepresent your affiliation with or impersonate any person or entity,
• Misrepresent the Content or this Site, or misinform others about the origin or ownership of the Content or this Site,
• Transmit, post or otherwise make available any advertising or promotional materials, “spam” or any other form of solicitation

You agree to

• Comply with applicable laws, rules, regulations and court orders,
• Provide accurate contact information,
• Maintain security of your account and password,
• Log out from your account at the end of each Session,
• Immediately notify the Provider of unauthorized use of your password or user name or any other security breach, and
• Be responsible for all actives that occur under the your username or password.

Although the Provider has no obligation to monitor your use of the Services, the Provider may do so and may prohibit any use of the Services it believes may be, or alleged to be, in violation of the foregoing.

Ownership

The Site and Services contain proprietary and confidential information that is protected by applicable intellectual property and other laws.

We understand that you, or in the case of a Customer Company account, the Customer Company (in either case, the “Customer”) owns the Customer Data and Customer Confidential Information.

The Provider retains all rights, titles and interest in the Site, its Content, and Services and all improvements, enhancements or modification, unless expressly stated otherwise

If you provide any suggestions, feedback or improvements relating to the Site, its Content or the Services, you hereby grant the Provider a royalty-free, fully paid up, worldwide, transferable, sublicensable, irrevocable, perpetual and otherwise unrestricted license to use and have others use the suggestions, feedback or improvements for any purpose.  Each party hereby makes all assignments necessary to accomplish the ownership provisions in this paragraph and shall provide reasonable assistance to the other for such purposes.

The Customer grants the Provider the non-exclusive, worldwide right to copy, adapt, transmit, communicate, display, distribute and create compilations and derivative works of the Customer Data for the purpose of providing the Services and to improve or enhance the Services.  The Terms of Service includes use of Customer Data to compile, use, and disclose anonymous, aggregated statistics that include Customer Data, provided that no such information will directly identify and cannot reasonably be used to identify Customer or Customer’s Users.  Customer acknowledges and agrees that Customer Data may be transferred outside of the country or other jurisdiction where other customers or users are located.  Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability and copyright of all Customer Data and content that you transmit or otherwise make available to the Site and/or the Provider, unless otherwise agreed between the parties in writing.

Confidentiality

Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party).  For clarity, Proprietary Information of the Provider includes non-public information regarding features, functionality and performance of the Service.  Proprietary Information of Customer includes non-public data provided by Customer to the Provider to enable the provision of the Services.

The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use, except in performance of the Services or as otherwise permitted herein, or divulge to any third person any such Proprietary Information.  The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.  

If Receiving Party is compelled by law or legal process to disclose Confidential Information of Disclosing Party, it shall provide Disclosing Party with prompt prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s expense, if Disclosing Party wishes to contest the disclosure.

Warranty

The Customer warrants that they have the power, authority, and legal right to enter into, and perform their obligations under this Agreement.  Further, Customer represents, covenants, and warrants that Customer will use the Services only in compliance with the Provider’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations.  

The Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively “Equipment”). The Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords, and files, and for all uses of the Customer account or the Equipment.  

The Provider provides the Services on an “as is” and “as available” basis, and no warranty obligations of the Provider will apply. The Site is equally available on an “as available” basis, and may be subject to errors, inaccuracies or omissions.

Disclaimers and Limitation of Liability

The Provider does not warrant, nor shall the Provider be liable for

• Error, interruption of use, or corruption of data,
• The results of data transformations or other inaccuracies,
• Any damages including but not limited to direct, indirect, incidental, special, consequential or exemplary damages,
• Any losses, claims or liability, known or unknown (including but not limited to loss of profits, goodwill, use or data), arising out of the use (or inability to use) this Site, the Content, or any third-party site linked to this Site
• Any matter beyond the Provider’s reasonable control, nor
• Any amounts that, together with amounts associated with all other claims, exceed the fees paid by Customer to the Provider for the CapGuru Services in the 12 months prior to the act that gave rise to the liability, in each case, whether or not the Provider has been advised of the possibility of such damages

Except as expressly set forth in this section, the Site, its Content, and the Services are provided “as is” and “as available” and the Provider disclaims all warranties, express or implied, including but not limited to, completeness, accuracy, timeliness, non-infringement of third-party rights, implied warranties of merchantability and fitness for a particular purpose, non-infringement and freedom from computer viruses.  Customer’s access to and use of this Site and its Content are solely at its sole risk.  

Customer hereby agrees to indemnify and hold harmless the Provider against any damages, losses, liabilities, settlements and expenses, including without limitation costs and attorneys’ fees, in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services.

Linking

This Site may include links to third-party sites to distribute out Content. When you access these sites, you are subject to third-party terms of use and policies, which you should review. We are not responsible for any matters related to these third party sites, and reference on this Site to any Website, commercial products or services does not constitute endorsement by the Provider.

Term and Termination

The Effective Date of this Agreement shall be upon Customer password setup and shall terminate at the end of the Closed Beta period unless the parties agree in writing to an extension or reduction of that term.

The Provider may terminate this Agreement at any time, with or without written notice, if the Customer fails to comply with any of the terms and conditions of this Agreement.  Customer may terminate this Agreement upon written notice to the Provider.  Upon any termination, the Provider will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter the Provider may, but is not obligated to, delete stored Customer Data.

All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

General

Severability.  If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

Non-enforcement.  The failure by the Provider to enforce any provision in the Terms of Service will not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.

Assignment.  This Agreement is not assignable, transferable or sublicensable by Customer except with the Provider’s prior written consent. The Provider may transfer and assign any of its rights and obligations under this Agreement without consent.

Complete Agreement.  This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. the Provider may change these Terms of Service from time to time by posting a new version on the Site. Your continued use of or access to the Site after such changes constitutes acceptance of such changes.  Except as otherwise noted in these Terms of Service, we shall have the right to use, free of charge, all information or content submitted via this Site except those submissions made under separate legal contract.

Agency. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind the Provider in any respect whatsoever.

Ability to recoup legal fees in the event of legal proceedings. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.  

Publicity. Either Party may include the other’s name and logo in their own customer or vendor list(s).

Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.  

Governing Law: State of New York.  This Agreement shall be governed by the laws of the State of New York without regard to its conflict of laws provisions.  

If you have any questions about these Terms of Service, please contact us at [e-mail]