Terms of Use
PLEASE READ THESE TERMS OF USE (THIS “AGREEMENT” OR THESE “TERMS OF USE”) CAREFULLY. THESE TERMS OF USE ARE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND CAPLIGHT MARKETS LLC (“CAPLIGHT”).
THE TERM “YOU” MEANS YOU AND ANY ENTITY OR PERSON YOU MAY LAWFULLY REPRESENT OR ADVISE IN CONNECTION WITH THE USE OF THE SERVICE, AND “YOUR” HAS THE CORRELATED MEANING.
THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR ACCESS AND USE OF ANY CAPLIGHT SERVICE OR TECHNOLOGY, INCLUDING BUT NOT LIMITED TO ALL DOMAINS AND SUBDOMAINS OF CAPLIGHT’S WEBSITE (THE “SITE”), CAPLIGHT’S ALTERNATIVE TRADING SYSTEM (“ATS”), CAPLIGHT’S PROPRIETARY SOFTWARE, CAPLIGHT’S COMPUTERS AND NETWORKS THAT ARE ACCESSIBLE EXTERNATILLY, OTHER COMPUTER TELEPHONIC OR WIRELESS SECURITIES (“APPLICATION”), TRADING SERVICES OR INFORMATION SYSTEM (“TRADING SERVICES”) CAPLIGHT PROVIDES TO YOU, INCLUDING SUCCESSOR TO THE SYSTEMS DESCRIBED ABOVE (ATS, TRADING SERVICES, COLLECTIVELY “ELECTRONIC SERVICES”), AND ALL OF THE ASSOCIATED SERVICES, FEATURES, CONTENT, WIDGETS, MATERIALS, AND OTHER TOOLS OFFERED BY CAPLIGHT OR THAT YOU DOWNLOAD FROM THE SITE OR APPLICATION OR FROM ANY THIRD PARTY APPLICATION STORES AUTHORIZED BY CAPLIGHT (BEING REFERRED TO IN THIS AGREEMENT, COLLECTIVELY WITH THE SITE, ELECTRONIC SERVICES AND APPLICATION, THE “SERVICE”).
SUBJECT TO THESE TERMS OF USE, CAPLIGHT MAY OFFER TO PROVIDE THE SERVICE, AS DESCRIBED MORE FULLY ON THE SITE AND/OR THE APPLICATION, AND WHICH IS SELECTED BY YOU, SOLELY FOR YOUR OWN USE, AND NOT FOR THE USE OR BENEFIT OF ANY THIRD PARTY.
BY REGISTERING FOR AND/OR USING THE SERVICE IN ANY MANNER, INCLUDING BUT NOT LIMITED TO DOWNLOADING, INSTALLING OR USING THE APPLICATION, AND VISITING OR BROWSING THE SITE, YOU AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT. THIS AGREEMENT APPLIES TO ALL USERS OF THE SERVICE, INCLUDING USERS WHO ARE ALSO CONTRIBUTORS OF CONTENT, INFORMATION, AND OTHER MATERIALS OR SERVICES ON THE SITE OR APPLICATION.
ACCEPTANCE OF TERMS; INCORPORATION OF RELATED TERMS
The Service is offered subject to acceptance without modification of all of the terms and conditions contained in these Terms of Use, which terms also incorporate Caplight’s Privacy Policy, located here, and all other operating rules, policies and procedures that may be published from time to time on the Site or the Application by Caplight, each of which is incorporated by reference and each of which may be updated by Caplight from time to time without notice to you. In addition, some services offered through the Service may be subject to additional terms and conditions promulgated by Caplight from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into these Terms of Use by this reference.
When or if you register on the Site or the Application (as more fully explained below) you will also be prompted to agree to a Non-Disclosure Agreement between you and Caplight. To the extent that you accept and agree to any Non-Disclosure Agreement with Caplight, that Non-Disclosure Agreement is also incorporated herein by reference.
If you do not acknowledge or agree with these Terms of Use, do not use or browse the Site, or download, install, or use the Application. If you do not acknowledge or agree with these Terms of Use, you must also immediately uninstall the Application and discontinue the use of the Services. Continued use of the Services signifies your continued acceptance of these terms and any changes to them.
RISKS OF ELECTRONIC TRADING
Access to the Service may be limited or unavailable during systems upgrades or maintenance, or for other reasons. If the Service is unavailable or delayed at any time, you agree to use alternative means to place your orders, such as calling a Caplight representative. Caplight will not be liable to you if you are unable to access your account information or request a transaction through the Services. (See Limitations of Liability below)
When you use the Service to place a trade order, you acknowledge that your order may not be reviewed by a registered representative, and you also will not have the opportunity to ask questions or otherwise interact with a Caplight representative. By placing a trade order through the Service, you voluntarily agree to assume any added risk that may result from the lack of human review of your order in exchange for potentially greater convenience of electronic trading.
Caplight posts "Urgent Notification" on its website to alert you to various Service and market conditions issues. You agree that you will read any Urgent Notification before placing orders through the Service and will be deemed to have knowledge of any such Urgent Notification that is posted when you place an order.
ELIGIBILITY
The Service is available only to individuals who are at least 18 years old. You represent and warrant that if you are an individual, you are of legal age to form a binding contract, and that all registration information you submit is accurate and truthful. Caplight may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions.
Portions of the Service are available only to “Accredited Investors” as that term is defined by the U.S. Securities and Exchange Commission, which may be found here.
MODIFICATION OF TERMS OF USE
Caplight reserves the right, at its sole discretion, to modify or replace any of the Terms of Use, or change, suspend, or discontinue the Site, Application, Electronic Services or any part of the Service (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or Application or by sending you an email. Caplight may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. It is your responsibility to check the Terms of Use periodically for changes. Your continued use of the Site, Application, Electronic Services or Service following the posting of any changes to the Terms of Use constitutes acceptance of those changes.
REGISTRATION
You may browse the Site and view Content on the Site without registering, but as a condition to using certain aspects of the Site and the Application, you are required to register with Caplight and provide Caplight with accurate, truthful, and complete registration information (including, but not limited to your name (“User Name”), e-mail address and a password you will use to access the Site, Application, Electronic Services and the Service). Information gathered through the registration process and information related to your account will be subject to these Terms of Use as well as to our Privacy Policy located here.
You represent and warrant that all information provided by you when registering is true, accurate, up-to-date and complete and that you will maintain, at all times, true, accurate, up-to-date, and complete information related to your registration, including any information or affirmation provided with respect to your status as an “Accredited Investor.” If your status as, or the basis on which you qualify as, an “Accredited Investor” changes after registration, you are required to notify Caplight at contact@caplight.com as soon as practicable. Failure to comply with any of the obligations in this paragraph shall constitute a breach of the Terms of Use, which may result in immediate termination of your Caplight account.
You shall not:
Caplight reserves the right to refuse registration of or cancel a User Name in its sole discretion.
You are solely responsible for all transactions and activities that occur on your account, whether undertaken by you or anyone or anything using the Service while using your User Name, whether authorized or unauthorized. You shall be responsible for maintaining security and confidentiality with respect to your Caplight password and information related to your registration. Caplight shall not be responsible for any losses arising from the financial loss or theft of your information due to unauthorized or fraudulent transactions using your account. You shall also never use another user’s account without such other user’s express permission. You will immediately notify Caplight in writing of any actual or suspected unauthorized use of your account, or other account related security breach of which you are aware.
To the extent applicable, when utilizing the Site, Application, Electronic Services or Service, you are required to use the security procedures currently or hereafter maintained by Caplight to confirm that only authorized users have access to the Service and any account.
CONSENT TO ELECTRONIC COMMUNICATIONS
You specifically agree to receive and/or obtain “Communications” from Caplight and its affiliates in “Electronic Form”, rather than in paper form, and to the use of electronic signatures in our relationship with you. The term “Communications” includes, but is not limited to, documents, agreements, terms, statements, data, records and any other communications regarding your relationship to Caplight and/or its affiliates, including Form CRS or any other notices, summaries, forms, disclosures or documents required by law, rule or regulation. The term “Electronic Form” includes, but is not limited to, electronic delivery of Communications posted or made available on the Site and/or through the Application, and/or sent via the e-mail address associated with the account through which you access the Caplight platform, or through which investment opportunities are accessed, or transactions are conducted, on your behalf.
You accept Communications provided in Electronic Form as reasonable and proper notice, for the purpose of any and all laws, rules, and regulations, and agree that delivery of such Communications in Electronic Form fully satisfies any requirement that such Communications be provided to you in writing or in a form that you may keep. You represent that you have the appropriate personal computer or other electronic device, software, and internet connection to enable you to retain, if you so choose, any Communications that Caplight sends in Electronic Form for your records.
If you have the legal right under any federal and/or state laws or regulations to receive a document in paper form, you may withdraw your consent to receiving that document in Electronic Form by contacting Caplight at legal@caplight.com. A withdrawal of your consent to receive such document in Electronic Form will be effective only after we have had reasonable time to process your request.
Business Continuity Statements
SEC and FINRA Rules require investment advisers and broker-dealers to create and maintain a business continuity plan. In accordance with these rules, Caplight has developed a plan that is intended to permit us to continue critical business operations during natural disasters, power outages, financial insolvency or other significant events.
While there can be no assurance that service will continue without interruption in all circumstances, the plans do address the actions that the firms will take in the event that there is a significant disruption. We maintain data backup records, in a cloud so that they would not be affected by a regional disruption.
FINANCIAL INFORMATION.
Caplight's Electronic Services make available certain financial market data, quotes, and news, or other financial information (collectively, "Information") that has been independently obtained by certain financial market information services; financial publishers; various securities markets, including stock exchanges and their affiliates; investment bankers and other providers (collectively, the "Information Providers") or has been obtained by Caplight. Caplight does not guarantee or certify the accuracy, completeness, timeliness or correct sequencing of the Information made available through Caplight, the Information Providers or any other third party transmitting the Information (the "Information Transmitters").
You agree that neither Caplight, the Information Providers nor the Information Transmitters shall be liable in any way for the accuracy, completeness, timeliness or correct sequencing of the Information, or for any decision made or action taken by you relying upon the Information. You further agree that neither Caplight, the Information Providers nor the Information Transmitters will be liable in any way for the interruption of any data, Information or other aspect of the Service. You understand that none of the Information available through the Service constitutes a recommendation or solicitation that you should purchase or sell any particular security.
Securities Products
Any securities mentioned on the Site, Application, Electronic Services or as part of the Service are suitable only for prospective investors who are familiar with and willing to accept the high risks associated with private investments, including the risk of complete loss of the investment. Securities sold through private placements are not publicly traded and, therefore, are illiquid unless and until registered with the U.S. Securities and Exchange Commission (the “SEC”), if at all. Securities will be subject to restrictions on resale and transfer, including holding period requirements. Investing in private placements requires high tolerance for risk, low need for liquidity, and willingness to make long-term commitments. Investors must be able to afford to lose their entire investment. Investment opportunities available on the Site, Application or as part of the Service are not FDIC-insured, may lose value, and are not guaranteed by any bank or institution.
Any securities mentioned have not been registered under the Securities Act, in reliance on exemptions thereto. Similar reliance has been placed on apparently available exemptions from securities registration or qualification requirements under applicable state securities laws. Caplight does not represent that any governmental agency has necessarily reviewed the Site, Application, Electronic Services or Service or has passed upon either the adequacy of the disclosure contained therein or the fairness of the terms of any transaction available thereon.
The exemptions relied upon for such transactions are significantly dependent upon the accuracy of representations made by users of Caplight, including you, as well as the issuers of the applicable securities, each as may be reflected in applicable transaction documents. In the event that any such representations prove to be untrue, the registration exemptions might not be available and substantial liability could result. These risks are non-exhaustive and are intended to highlight certain risks associated with investing in securities that are not registered with the SEC. WE STRONGLY ADVISE ALL PERSONS AND ENTITIES WHO ELECT TO PARTICIPATE IN TRANSACTIONS ON THE SITE, APPLICATION, ELECTRONIC SERVICES OR IN CONNECTION WITH THE SERVICE TO CONSULT LEGAL, TAX, AND FINANCIAL PROFESSIONALS BEFOREHAND, CAREFULLY REVIEW ALL THE SPECIFIC RISK DISCLOSURES PROVIDED AS PART OF ANY TRANSACTION MATERIALS, AND REQUEST ANY ADDITIONAL INFORMATION.
RULES AND CONDUCT
As a condition of access and use, you promise not to access or use the Site, Application, Electronic Services and the Service for any purpose that is prohibited by the Terms of Use. The Site, Application, Electronic Services and the Service (including, without limitation, any associated Content (as defined below)) is provided only for your own personal, non-commercial use, unless commercial use has been explicitly approved by Caplight. You are responsible for all of your activity in connection with the Site, Application, Electronic Services and the Service. For purposes of the Terms of Use, the term “Content” includes, without limitation, any videos, audio clips, written forum comments, barcodes, hyperlinks, information, data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible by Caplight or its partners on or through the Site, Application, Electronic Services or Service.
By way of example, and not as a limitation, you shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the Site, Application, Electronic Services or Service that:
Additionally, you shall not (directly or indirectly):
You shall abide by all applicable local, state, national and international laws and regulations in your use of the Service.
To the extent that you have agreed to a Non-Disclosure Agreement between you and Caplight or to otherwise keep any information, data, documents, agreement, files or other materials confidential, you are subject to the terms of any such agreement, and are prohibited from uploading, posting, submitting or otherwise distributing or facilitating distribution of any such confidential material on or through the Site, Application, any third party social media sites, or any websites and applications.
Caplight does not guarantee that any Content (as defined below) will be made available on the Site, Application or through the Service. Caplight has no obligation to monitor the Site, Application, Service or Content. However, Caplight reserves the right to: (a) remove, edit or modify any Content in its sole discretion from the Site, Application, Electronic Services or Service at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if Caplight is concerned that you may have violated the Terms of Use), or for no reason at all; and/or (b) suspend or terminate the right to use the Site, Application, Electronic Services and/or the Service pursuant to this Agreement.
THIRD PARTY SITES AND CONTENT
The Site and the Application may permit you to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Site and the Application. These other websites, services and resources (“Third Party Sites”) are not under Caplight’s control, and you acknowledge that Caplight is not responsible or liable for any content, information, data, advertising, products, goods or services available on or through any such Third Party Sites (“Third Party Content”), as well as for any of the functions, accuracy, legality, appropriateness or any other aspect of such Third Party Sites. The inclusion of any such link does not imply endorsement by Caplight or any association with its operators. You further acknowledge and agree that Caplight shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Third Party Sites or Third Party Content.
You agree that your access and/or use of Third Party Sites, including but not limited Third Party Content and any other materials on or available through Third Party Sites is at your own risk and subject to the terms and conditions of use and privacy policies applicable to such Third Party Sites.
CONTENT AND LICENSE
You acknowledge and agree that any and all intellectual property rights (the “IP Rights”) on the Site, in the Service and in the Application are and shall remain the exclusive property of Caplight. Nothing in this Agreement intends to or shall transfer any IP Rights to, or to vest any IP Rights in, you. You are only entitled to the limited use of the rights granted to you in this Agreement. You will not take any action to jeopardize, limit or interfere with the IP Rights. You acknowledge and agree that any unauthorized use of the IP Rights is a violation of this Agreement, as well as a violation of applicable intellectual property laws.
You acknowledge and understand that all title and rights in and to any Third Party Content that is not contained on the Site, in the Service, or in the Application, but may be accessed through the Site, Service, or the Application is the property of the respective content owners and may be protected by applicable patent, copyright, or other intellectual property laws and treaties. You agree not to sell, assign, rent, lease, distribute, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the Site, Application, Electronic Services or Service or any part thereof without our prior written consent.
You grant to us a nonexclusive, perpetual, non-revocable, royalty free license to use, retain, and share any information transmitted through the Site and/or the Application by you, including but not limited to account numbers, name, date, account amount, and endorsements for the purpose of providing the Service. This license shall survive termination of this Agreement for such period as necessary for us to provide the Service, comply with the law, or comply with an internal guidelines or procedures.
Caplight grants each user of the Site, Application Electronic Services and/or Service a worldwide, non-exclusive, non-sublicensable and non-transferable limited license to use and reproduce the Content, solely for personal, non-commercial use, unless commercial use has been explicitly approved by Caplight. Use, reproduction, modification, distribution or storage of any Content for other than personal, non-commercial use is expressly prohibited without prior written permission from Caplight, or from the copyright holder identified in such Content’s copyright notice. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third-party right.
YOUR INFORMATION
The collection, use and disclosure, if any, of information collected from you or about you by Caplight on the Site and/or the Application is detailed in Caplight’s Privacy Policy that can be found here. By acknowledging and agreeing to this Agreement, or by using the Site, Application, Electronic Services or Services, you consent to Caplight, including its subsidiaries, affiliates, agents, third-party partners and service providers, receiving, collecting, storing, processing, transmitting, and using your information for Services functionality and for the purposes disclosed in Caplight’s Privacy Policy.
IF YOU DOWNLOAD AND USE THE CAPLIGHT APPLICATION
If you download and use the Caplight Application, the following additional terms and conditions also apply to you:
Acceptance of Additional Terms; Incorporation of Additional Related Terms
Your download and/or use of the Application is subject to acceptance without modification of these additional terms and conditions, which are incorporated into the Terms of Use by this reference.
When or if you download the Application on a mobile device owned or controlled by you (“Device”), the Terms of Use also incorporate and supplement each of the following: 1) if the Application is downloaded, installed, accessed or used on an Apple OS Device, then Apple, Inc. (“Apple”) Terms and Conditions, available here, including without limitation the Licensed Application End User License Agreement therein; and 2) if the Application is downloaded, installed, accessed or used on an Android OS Device, then the Terms of Service for Google Play provided by Google LLC (Google), available here (collectively, “OS Terms”).
If you do not acknowledge or agree with these additional terms and conditions applicable to your use of the Application, do not download, install, or use the Application and, if already downloaded, immediately uninstall the Application and discontinue the use of the Services. Continued use of the Services on the Application signifies your continued acceptance of these additional terms and any changes to them.
Additional Content and License Provisions
The Application, Services and the associated software products made available to you by Caplight are licensed, not sold, to you. Subject to these Terms, Caplight grants you a personal, worldwide, perpetual, royalty-free, non-exclusive, non-transferable, non-sublicensable limited and revocable license to use the Application on Device as permitted by the usage rules contained in the relevant OS Terms and in accordance with this Agreement. Any use of the Application or the Service in any other manner, including, without limitation, resale, transfer, modification or distribution of the Content is prohibited. This Agreement also governs any updates to, or supplements or replacements for, the Application unless separate terms accompany such updates, supplements or replacements, in which case the separate terms will apply. The Application may update automatically on your Device once a new version or feature becomes available.
To the extent not mentioned above, and without waiving any of the foregoing, your grant to us a non-exclusive, perpetual, non-revocable, royalty free license to use, retain, and share information transmitted through the Application by you for the purpose of providing the Service including any such information that is transmitted through a Device, including but not limited the Device camera.
Additional Rules and Conduct
You are solely responsible for the confidentiality and security of any information sent from or stored on the Device by the Application. Caplight shall not be responsible for any losses arising from the financial loss or theft of your information due to unauthorized or fraudulent transactions using your account or Device. Users shall be solely responsible for taking precautionary steps to protect any information stored on the Device, including without limitation password-protecting the Device and employing remote-wipe feature if available.
Push Notifications
When or if you download the Application on a Device, and if you are a registered user of the Application, we may send you push notifications to your Device as a way to deliver information, offers, alerts, updates, reminders, news, and other relevant notifications pertaining to Services, including messages, sounds, and hyperlinks to pages within the Application, or hyperlinks to pages on the Site.
A “push notification” is a message that is different from a text or Short Message Service (“SMS”) message in that it is displayed outside of the Application’s normal user interface. The message will appear onscreen without you having to tap the Caplight Application icon. Caplight may deliver push notifications on Devices, whether or not you are currently logged in to and/or using the Application, and whether or not your Device is in locked and/or sleep mode.
Push notifications may be controlled from within the Application’s settings and at the Device’s operating system “OS” level at any time. Some Device OS may allow Caplight to send push notifications only after you grant permission for Caplight to do so when you first download the Application. Other Device OS will automatically opt you in to receive the push notifications when you download the Application. In any case, you can manage your push notification preferences, and choose whether Caplight has permission to send push notifications, by managing your preferences in the Application or at the OS level settings of your Device, and you can set and reset your push notifications permissions as often as you wish. If you choose not to receive push notifications, then you will still receive certain notifications and communications related to Services via the email address associated with the account through which you access the Caplight platform, or through which investment opportunities are accessed, or transactions are conducted, on your behalf, including Communications, as defined above. For avoidance of doubt, choosing to opt out of push notifications does not serve as an indication of your withdrawal of consent to receiving Communications in Electronic Form.
CHANGES TO SERVICE
We reserve the right to add or delete features or functions, or to provide programming fixes, updates and upgrades, to the Site, Application, Electronic Services or Service. You acknowledge and agree that we have no obligation to make available to you any subsequent versions of the Site or the Application. You also agree that you may have to enter into a renewed version of this Agreement if you want to download, install or use a new version of the Site, Application, Electronic Services or Service. We have no obligation whatsoever to furnish any maintenance and support services with respect to the Site, Application, Electronic Services or Service, and any such maintenance and support services provided will be provided at our discretion.
TERMINATION
Caplight may terminate your access to all or any part of the Site, Application, Electronic Services or Service at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your account, you may do so by following the instructions on the Site and Application. Any fees paid hereunder are non-refundable. All provisions of the Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
WARRANTY DISCLAIMER
By virtue of your accessing the Service, Caplight has no special relationship or fiduciary duty with you. Any relationship with Caplight’s affiliates will be governed by your written agreement with that affiliate. You acknowledge that Caplight has no control over, and no duty to take any action regarding: which users gains access to the Site and Application; what Content you access via the Site and Application; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release Caplight from all liability for you having acquired or not acquired Content through the Site and Application. The Site and Application may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. Caplight makes no representations concerning any Content contained in or accessed through the Site and Application, and Caplight will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site, Application, Electronic Services or Service.
THE SITE, APPLICATION AND THE SERVICE ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. CAPLIGHT, AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SITE, APPLICATION, ELECTRONIC SERVICES OR SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SITE, APPLICATION, ELECTRONIC SERVICES OR SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SITE, APPLICATION, ELECTRONIC SERVICES OR SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK.
SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Electronic Communications Privacy Act Notice (18USC 2701-2711): CAPLIGHT MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE, APPLICATION OR ANY WEBSITE LINKED TO THE SITE OR APPLICATION. Caplight will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on Caplight’s equipment, transmitted over networks accessed by the Site or Application, or otherwise connected with your use of the Service.
INDEMNIFICATION
You shall defend, indemnify, and hold harmless Caplight, its affiliates and each of its, and its affiliates employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the Site, Application, Electronic Services, Service, Content, violation of the Terms of Use, or infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. Caplight reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Caplight in asserting any available defenses.
LIMITATION OF LIABILITY
IN NO EVENT SHALL CAPLIGHT, OR ANY OF ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SITE, APPLICATION, ELECTRONIC SERVICES OR SERVICE (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE-HUNDRED U.S. DOLLARS ($100.00). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.
CAPLIGHT WILL NOT BE RESPONSIBLE FOR ANY DAMAGES, LOSSES OR LIABILITY TO YOU OR ANYONE ELSE IF ANY EVENT LEADING TO SUCH DAMAGES, LOSSES OR LIABILITY WOULD HAVE BEEN PREVENTED BY THE USE OF THEN AVAILABLE SECURITY FEATURES AND/OR PROCEDURES MAINTAINED BY CAPLIGHT TO CONFIRM THAT ONLY AUTHORIZED USERS HAVE ACCESS TO THE SERVICE AND/OR ANY ACCOUNT. ADDITIONALLY, YOU ARE RESPONSIBLE FOR ALL LOGIN CREDENTIALS, INCLUDING USERNAMES AND PASSWORDS. WE WILL NOT BE RESPONSIBLE FOR ANY DAMAGES, LOSSES OR LIABILITY TO YOU, OR ANYONE ELSE, IF SUCH INFORMATION IS NOT KEPT CONFIDENTIAL BY YOU, OR IF SUCH INFORMATION IS CORRECTLY PROVIDED BY AN UNAUTHORIZED THIRD-PARTY LOGGING INTO AND ACCESSING THE SITE, APPLICATION, ELECTRONIC SERVICES OR SERVICE.
DISPUTE RESOLUTION
Most concerns can be resolved by contacting Caplight at legal @caplight.com through consultation with Caplight, and good faith negotiations shall be a condition to either of us initiating any other process or proceeding.
A printed version of the Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and Caplight agree that any cause of action arising out of or related to the Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.
Choice of Law. The Terms of Use shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law rules, and the United States of America.
Arbitration. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the provision with respect to choice of law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act.
To the fullest extent permissible by law, except as provided under certain limited circumstances below, any dispute, controversy or claim arising from or relating to the subject matter of this Agreement, including whether the claims asserted are arbitrable, shall be finally determined and settled by arbitration in San Francisco, California. The arbitration shall be administered by JAMS, using the English language, in accordance with Streamlined Arbitration Rules and Procedures of JAMS then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property, internet and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. JAMS may be contacted at http://www.jamsadr.com/.
The prevailing party in any arbitration or other proceeding arising under these Terms of Use shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith.
Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be.
Exceptions. Notwithstanding the foregoing, each party shall have the right to (a) institute an action in a court of proper jurisdiction for injunctive or other equitable relief; (b) bring an individual action in small claims court; (c) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; and (d) file suit in a court of law to address an intellectual property infringement claim.
Enforceability and Jurisdiction. Without waiving any of the foregoing, if any asserted claims are deemed not arbitrable, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in the City and County of San Francisco.
INTEGRATION AND SEVERABILITY
The Terms of Use are the entire agreement between you and Caplight with respect to the Site, Application, Electronic Services or Service and use of the Site and Application, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Caplight with respect to the Site and Application. If any provision of the Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Use will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
MISCELLANEOUS
Caplight shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Caplight’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference). The Terms of Use are personal to you, and are not assignable, transferable or sublicensable by you except with Caplight’s prior written consent. Caplight may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of the Terms of Use and neither party has any authority of any kind to bind the other in any respect. All notices under the Terms of Use will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed by Caplight, if transmitted to Caplight by facsimile or e-mail or upon receipt if transmitted to you; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.
ELECTRONIC FUND TRANSFERS
Electronic Fund Transfer Disclosure Statement
Caplight does not hold, receive or send out any client funds.
Changes
Caplight reserves the right and sole discretion to modify these Terms of Use, the Privacy Policy, and any notices, rules, policies, and procedures that may be published on the Site, from time to time, and any such modifications become effective immediately upon your opportunity to view them after a modified version is posted to the Site. It is your sole responsibility to check the Site to view any such changes. If you do not agree to all of the changes, you must cease use of the Site; any usage by you of the Services after any modifications are made indicates acceptance of the modified Terms or other provisions. Notwithstanding and without limiting the foregoing, Caplight may provide a notice to you of any such revision, and require you to indicate acceptance of any new version in order to continue to use the Site, Application, Electronic Services and/or the Service.
CONTACT
If you have any questions, please email us at legal@caplight.com.
