Last Updated March 14, 2024

These Terms of Service (or these “Terms”) constitute a binding legal agreement regarding your access and use of the Services (defined in Section 2) provided by CapConnect+ Inc., a Delaware corporation, (“CapConnect+,” “we,” “our,” or “us”). These Terms contain important information regarding your legal rights, remedies, and obligations. These Terms will remain in effect as long as you access or use the Services. Additional, separate terms presented to you may apply to your use of the Services, each of which will be considered to form part of these Terms. You acknowledge that we may make changes to the Services or these Terms at any time.

THESE TERMS INCLUDE A CLASS ACTION WAIVER AND AN ARBITRATION PROVISION THAT GOVERNS ANY DISPUTES BETWEEN YOU AND CAPCONNECT+.

If you have any questions regarding our Services or these Terms, please contact legal@capconnectplus.com.

1. Eligibility
   To use the Services, you must be at least 18 years old, physically located in a jurisdiction where the Services are offered and lawful to use, not barred from receiving such services under applicable law, and have never previously been suspended or removed from any of our Services. By using the Services, you represent and warrant that you are of legal age to form a binding contract with us and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not use our Services.
2. Acceptance
   By accessing or using any of the Services, you agree to be unconditionally bound by these Terms. You accept these Terms by using the Services in any manner or clicking to accept or agree to the Terms where this option is made available to you in any agreement, electronic form, or the user interface for any Service offered by CapConnect+. If you are using or accessing the Services on behalf of a company or other entity (“Entity”), you represent, agree, and warrant that you are authorized to act on behalf of the Entity and to bind such Entity to these Terms. ACCEPTANCE OF THESE TERMS IS REQUIRED FOR USE OF THE SERVICES AND ANY USE OF THE SERVICES SHALL CONSTITUTE YOUR ACCEPTANCE OF THESE TERMS. If you do not agree to these Terms, do not access or use the Services.
3. Services
   CapConnect+ offers a software as a service product and services to simplify debt securities issuance pricing, offering, and transactions (the “Services”). You may access the Services as an Issuer or the Admin, Reviewer, or other end user of an Issuer, or as a Dealer or Trader (each term as defined below):
   1. Issuer. The Issuer is party to a separate agreement with CapConnect+ to use the Services for debt securities issuance pricing, offering, and transactions (“Issuer”). An administrative user of the Issuer (“Admin”) prepares each offering on the Services (“Offering”) and a reviewing user of the Issuer (“Reviewer”) pushes the Offering live on the Services. The Issuer’s Admin and Reviewer must both be legally answerable to and contractually bound by the Issuer. Each Offering may only have one Reviewer. The Issuer’s Admin and Reviewer are each granted access to the Services via the Issuer’s contract with CapConnect+. Issuer is responsible for use of the Services by the Admin, Reviewer, and any other end users the Issuer grants access to the Services.
   2. Trader. Issuers make Offerings available for individuals to buy or invest on the Services (each a “Trader”). Traders may use the Services directly by registering and logging into the Services to invest in an Offering, or through a Dealer as described in Section 3.3.
   3. Dealer. An Issuer may permit one or more Dealers to invite Traders to invest in Offerings through the Services. The Dealer may be a separate, standalone role or the Admin may also serve as the Dealer. Dealers may enter bids on behalf of the invited Trader(s) or may invite the Trader(s) to separately register and login to the Services to enter bids on Offerings on their own behalf. Dealer is solely responsible for Dealer’s communications and agreement negotiations with the Traders Dealer invites to an Offering, completion of contracts with Traders, and fulfillment of Dealer’s contractual obligations to Traders and Issuers, as applicable. For clarity, CapConnect+ shall not be a party to any agreement between Dealer and any Trader or Issuer. CapConnect+ reserves the right to suspend or terminate a Dealer’s use of the Services at any time if CapConnect+ believes the Dealer has violated these Terms or any other CapConnect+ agreement or policy.
   To the extent applicable to you, you represent and warrant on behalf of yourself and all parties under your direction or control related to your use of the Services that you hold and will maintain while these Terms are in effect all registrations and licenses required by applicable laws and regulations, including without limitation broker-dealer or other registration under the Securities Exchange Act of 1934 and under the laws of each state or other jurisdiction in which you act and applicable FINA registrations, required for you to lawfully engage in your activities on the Services. You are solely responsible and CapConnect+ shall have no responsibility or liability for your activities on the Services and the outcome thereof.
   
   Your use of the Services is governed by these Terms and, if you gain access through an Issuer, your use of the Services is additionally governed by our contract with the applicable Issuer, and you can use the Services until the expiration of such contract with the Issuer and to the extent Issuer permits such use. The Services may be available to you or other end users at various access levels to certain features, components, content, or resources. You agree that CapConnect+ will not be liable to you or any third party for any change, termination, or cancellation of your access to, or use of, the Services that were originally provided to you by the Issuer.
4. Not a Bank or Money Service
   You understand and agree that CapConnect+ is a software and technology services provider only, and is not a bank, debt securities issuer, investment service, or other regulated entity. CapConnect+ does not collect or process debt securities issuances or payment information, nor offer banking or money services business (as defined by the United States Department of Treasury) of any kind. You use the Services to facilitate your own debt securities issuances according to your own legal and regulatory compliance processes. The Services do not include any support or services to comply with your legal or regulatory obligations. CapConnect+ offers no assurance that any outcome will align with your use of the Services. Nothing in these Terms or the Services will be construed as a promise or guarantee about the outcome of your use of the Services in any manner.
5. Legal and Regulatory Compliance
   You represent and warrant that you are in full compliance with, and will use the Services solely in compliance with, all applicable laws, statutes, rules, and regulations (“Applicable Laws”) including without limitation such Applicable Laws of the United States governing prevention of money laundering, terrorist financing, and related financial crimes to the extent such laws and regulations apply to your use of the Services. You confirm that it is a business entity authorized to conduct business by the jurisdiction in which it operates. Except where expressly permitted, you may not export the Services directly or indirectly, and you acknowledge that the Services may be subject to export restrictions imposed by US law, including US Export Administration Regulations (15 C.F.R. Chapter VII). By accepting these Terms, you confirm that you will satisfy these requirements. You understand and agrees that you are solely responsible for determining whether your use of the Services is appropriate and lawful under Applicable Laws.
6. Services Ownership
   Unless otherwise indicated, CapConnect+ owns, and shall at all times retain, all right, title, and interest in and to the Services, including without limitation all software that CapConnect+ has developed and created to provide the Services and all intellectual property contained therein, including, without limitation, all ideas, logos, copyrights, trademarks, or other information provided by you or any other party relating to the Services, as well as all enhancements, improvements and modifications thereof. The Services may contain certain licensed materials and our licensors may act to protect their rights in the event of any breach of these Terms. All trademarks are the property of their respective owners. You hereby acknowledge CapConnect+’s ownership and intellectual property rights to the Services, and you agree to not take any action to interfere in any manner with CapConnect+ or our suppliers’ or licensors’ ownership of or rights with respect to the Services. You agree to not remove, alter, interfere with, or circumvent any (i) copyright, trademark, or other proprietary notices on capconnectplus.com (our “Website”), or (ii) any advertisement on the Website. Any changes to, modifications to, or derivative works of the Services will become our exclusive property. If you provide CapConnect+ with any feedback regarding the Services, CapConnect+ shall own may use all such feedback without restriction without compensation from you and shall not be subject to any non-disclosure or non-use obligations in respect of such feedback. The Services may include open-source software or code. The Services are protected by copyright and other intellectual property laws. Except as expressly granted under Section 7, these Terms do not grant you any intellectual property rights in or to the Services, or any of the components of the Services, including any software used in the Services.
7. License Grant
   CapConnect+ hereby grants you a limited, revocable, nontransferable, nonexclusive license to access, view information contained on, and interact with the Services solely for your own personal, internal business, or other noncommercial use as described herein. You agree to take such actions as CapConnect+ may reasonably request to perfect our rights to the Services. You may not commercialize the Services or use the Services for any unlawful or wrongful purpose. The Services are licensed to you, not sold. Nothing in these Terms is intended to, or may be construed as, conferring by implication, estoppel, or otherwise any ownership, license, or other grant of right to any copyright, trademark, or other intellectual property of CapConnect+ or any third party, except as expressly provided in these Terms. CapConnect+ reserves all rights not expressly granted in these Terms.
8. Privacy Policy
   You acknowledge and agree that CapConnect+ (as well as its vendors, suppliers, and providers), may obtain, use, disclose and otherwise process personal information to provide you with the Services. Additionally, you acknowledge that you have read and consent to our Privacy Policy available at https://www.capconnectplus.com/privacy.
9. Use of Services
   You agree to access and use the Services only as permitted by these Terms. You agree to not to rent, sublicense, retransmit, disclose, publish, sell, assign, lease, sublicense, market or transfer the Services or any portion thereof or use the Services in any manner not expressly authorized by these Terms. You further agree not to copy, reverse engineer, translate, port, modify or make derivative works of any portion of the Services. Tampering with the Services, conducting fraudulent activities via the Services, and all other illegal activities are prohibited and may subject a user to legal action and/or termination of your access to the Services. You are strictly prohibited from violating or trying to violate the security features of the Services, such as by: (i) accessing data not intended for you or logging onto a server or an account that you are not authorized to access; (ii) attempting to probe, scan, or test the vulnerability of a system or network, or to breach security or authentication measures unless CapConnect+ expressly authorizes that you do so in writing; (iii) attempting to decompile, disassemble, or reverse engineer any of the software used to provide the Services; (iv) attempting to interfere with service to any user, host, or network, such as by means of submitting a virus to the Services, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing;” or (v) sending unsolicited email, including promotions and/or advertising of products or services forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting.
   
   You are strictly prohibited from using the Services related to: (i) violation of Applicable Laws, including without limitation laws governing data protection or privacy; (ii) transmission of material that you know is untrue, false, or misleading or transmitting another’s private or confidential information without their consent, including, but not limited to, any other person's credit card information, non-public phone numbers, non-public addresses, or non-public email addresses; (iii) transmission of any material that contains software viruses or any other computer code, files, or programs, designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment; (iv) any breach or attempted breach of our security measures, or penetrating or attempting to penetrate our computer software, hardware, electronic communication system, or telecommunications systems to access stored data; (v) transmission of any material that is unlawful, or which threatens or encourages illegal activities, or which harms the rights of others; (vi) any activity to commercialize the Services; (vii) use of robots, spiders, or crawlers on the Services; or (viii) imposing an unreasonable burden or load on the Services or its infrastructures; or (viii) in any manner that CapConnect+ deems inappropriate for the Services in our sole discretion. CapConnect+ reserves the right to investigate and terminate your access or account if we determine in our sole discretion that you have misused the Services or behaved in any way which could be regarded as inappropriate or is unlawful. Any violation of system or network security may subject you to civil liability, criminal liability, or both.
10. Prohibited Activities
    You agree to not upload, download, display, perform, transmit, or otherwise distribute on the Services or the Website any content that: (i) is libelous, defamatory, obscene, pornographic, abusive, or threatening; (ii) advocates or encourages conduct that could constitute a criminal offense, gives rise to civil liability, or otherwise violates any Applicable Laws; or (iii) advertises or otherwise solicits funds. CapConnect+ reserves the right to terminate your use of the Services or other ability through the Website or Services to distribute any such material, and, to delete any such material from the Services, the Website, and our servers. CapConnect+ intends to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of these Terms or of any Applicable Laws.
11. Your Content
    You may have the opportunity to provide, upload, submit or send comments, photos, images (such as your name, image, or likeness), trademark(s) (including but not limited to registered and unregistered trademarks, trade names, service marks, logos, domain names and other designations owned, licensed to or used by you), or other materials (collectively, “Your Content”) to the Services. CapConnect+ does not claim ownership of Your Content that you provide, upload, submit or send to the Services or otherwise to us. Notwithstanding the foregoing, you hereby grant CapConnect+ an irrevocable, worldwide, royalty-free, fully paid, sub-licensable, perpetual license to use, reproduce, make derivative works from, distribute, publish, display, or perform Your Content in whole or in part, by any and all means and media, in connection with advertising, marketing and promoting CapConnect+, its products and services. You further acknowledge that CapConnect+ may modify Your Content for any purpose, but CapConnect+ has no obligation to use any of Your Content, and our use of any of Your Content does not create or imply any endorsement of or affiliation with you. You acknowledge and agrees that CapConnect+ will not compensate you for any of Your Content.
    
    With respect to any of Your Content, you represent that (a) you created and/or own the rights to Your Content, or you have the owner’s express permission to post such content; and (b) Your Content does not infringe any other person’s or entity’s rights (including, without limitation, copyrights, trademarks, rights of publicity or privacy rights) or violate any Applicable Laws, these Terms, or any of our other posted policies. Additionally, you understand and agrees that Your Content must not:
    1. Contain any material that is false, defamatory, libellous, obscene, harassing, threatening, discriminatory, bigoted, hateful, violent, vulgar, profane, pornographic or otherwise offensive, inappropriate, damaging, unlawful, disruptive or harmful;
    2. Violate CapConnect+’s or any other person’s or entity’s legal rights, contain any material that could give rise to civil or criminal liability under Applicable Laws, or otherwise promote, advocate or assist any illegal activity or unlawful act;
    3. Create or threaten harm to any person or loss or damage to property;
    4. Include others’ Personal Information (as defined in the Privacy Notice) or any other information that may be used to track, contact, or impersonate that individual;
    5. Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other proprietary rights of CapConnect+ or any other person, or violate the terms of any contract in respect of such intellectual property or proprietary rights;
    6. Seek to harm or exploit children by exposing them to inappropriate content, asking for Personal Information or otherwise;
    7. Misrepresent your identity or affiliation with any person or organization;
    8. Seek to collect others’ email addresses, usernames, or passwords by any means;
    9. Seek to transmit chain letters, bulk or junk email, or to interfere with, disrupt or create an undue burden on CapConnect+ or the networks or services connected to the Services, or to install or attempt to install or promote spyware, malware or other computer code on our computers or equipment or the computers or equipment of third parties; or
    10. Be otherwise objectionable as determined by CapConnect+ at our sole discretion.
        
        

        CapConnect+ reserves the right but has no obligation to monitor, review, remove, modify, or store Your Content posted to the Services or shared with us for any reason without notice. CapConnect+ may also refuse, alter, or remove Your Content posted to the Services or shared with us without notice for any reason at our sole discretion. CapConnect+ does not endorse any of Your Content, and Your Content posted does not reflect our opinions, views, or advice. CapConnect+ takes no responsibility and assume no liability for any of Your Content that you or a third party posts or sends on or through the Services, nor does CapConnect+ assume any liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. You understand that Your Content may be accessible and viewable by the public or others. You are solely responsible for Your Content and the consequences of posting it online. You assume all risks associated with interacting with other users through the Services, and, to the extent the law permits, you release CapConnect+ from any claims or liability related to any of Your Content posted to the Services and from any claims related to the conduct of any other users.

12. Interactive Features
    The Services may provide interactive forums, chats, bulletin boards, or other interactive features (collectively "Interactive Features"). You are solely responsible for your use of Interactive Features, any of Your Content that you upload or submit, and the consequences of such use. CapConnect+ does not assume any responsibility for the truthfulness, accuracy, or reliability of any material posted in any Interactive Feature, or of consequences of any use of the Interactive Feature by any person.
13. Fraud Reporting
    CapConnect+ reserves the right to share your information with law enforcement officials, lawyers, and/or any other legal authority or agency if CapConnect+ suspects that you are conducting illegal activities or if CapConnect+ determines in our sole discretion that doing so will help protect the integrity of the Services and the security of the Services. In the case of suspected fraud, as well as with other suspected crimes, CapConnect+ may report all necessary information, including names, addresses, and all other requested information, to the relevant authorities.
14. Updates
    From time to time, CapConnect+ may, in our sole discretion, develop and provide updates to the Services, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may modify or delete certain features or functionality. You agree that CapConnect+ has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on the end user’s device settings, when the device is connected to the internet, either (i) the Services will automatically download and install all available Updates or (ii) the end user may receive notice of or be prompted to download and install available Updates. You agree to promptly download and install all Updates and acknowledge and agree that our Services or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Services and be subject to these Terms.
15. Reports
    CapConnect+ may, from time to time, deidentify or anonymize user data (“Deidentified Information”) that we collect from your use of the Services and combine it with others’ Deidentified Information for research, analysis, machine learning, or to generate reports and studies (collectively, “Reports”). Any such Reports are the sole and exclusive property of CapConnect+, and we reserve the right to disclose, share, distribute, or publish our Reports for any purpose provided such Reports are not reasonably linkable, directly or indirectly, to your Personal Information. You hereby assign any rights you may have to such Reports, studies, and your Deidentified Information contained therein to CapConnect+ in perpetuity throughout the world for any and all present or future uses in any and all languages and for no compensation. All Deidentified Information will be treated as nonconfidential and nonproprietary. CapConnect+ shall be under no obligation of any kind with respect to such Deidentified Information and shall be free to reproduce, make derivative works from, use, disclose, and distribute the Reports to others without limitation. Additionally, we may use any ideas, concepts, know-how, or techniques contained in generating reports or studies for any purpose whatsoever, including but not limited to developing, manufacturing, or marketing products incorporating such information.
16. Communications
    By accessing or using the Services in any manner or typing your name into any of our electronic forms and indicating your acceptance or submission of information by clicking a box, you consent to: (i) CapConnect+ communicating with you electronically; (ii) receiving all applications, notices, disclosures, and authorizations (collectively, “Records”) from us electronically; and (iii) entering into agreements and transactions using electronic Records and signatures. Please note that federal law treats electronic signatures as having the same legal force and effect as if they were signed on paper by hand, and online contracts have the same legal force as signing an equivalent paper contract in ink. Any action you undertake on the platform to initiate an auction, accept, or make a bid, or otherwise transact with the Issuer will be relied upon as if a paper contract in ink. You agree that any notices, agreements, disclosures, or other communications that CapConnect+ sends to you electronically will satisfy any legal communication requirements, including that such communications be in writing. You must have a computer or other web-enabled device, an internet connection, an active email account, and the ability to receive and read PDF files to conduct business with us electronically. You agree to be responsible for keeping your own Records. If you require assistance with your Records or if you wish to receive Records in paper format or to withdraw your consent to receiving electronic records from us, please notify CapConnect+. Agreements and transactions executed prior to this request will remain valid and enforceable.
17. Indemnification
    You agree to indemnify and hold CapConnect+, our subsidiaries and our affiliates, and their respective members, directors, shareholders, officers, agents, partners and employees, harmless from any loss, liability, cost, expense, claim, damages, or demand (collectively, “Claims”), including without limitation reasonable attorneys’ fees, due or relating to or arising out of your (i) use of the Services, (ii) provision of data to CapConnect+; (iii) breach of these Terms, or (iii) breach of representations and warranties set forth in these Terms.
    
    CapConnect+ agrees to indemnify, defend and hold harmless you from any third party Claims that you sustain or incur arising from infringement by the Services of any copyright, trademark or trade secret of a third party, or any U.S. patent; provided that you (i) provide CapConnect+ with prompt written notice of the Claim for which indemnification is sought, (ii) cooperate fully with the CapConnect+, and (iii) allow CapConnect+ to control the defence and settlement of such Claim, provided that no settlement may be entered into without your consent (which consent shall not be unreasonably withheld or delayed) if such settlement would require any action on the part of you other than to cease using any allegedly infringing or illegal content or services. This indemnity will not apply to any claim that the infringement arose from the combination of the Services with software, hardware, content, data, or other items not supplied by CapConnect+. In the event that the Services are, or in CapConnect+’s sole opinion are likely to be, enjoined due to the type of infringement described in this section, CapConnect+, at its option and expense, may (a) replace the applicable Services with functionally equivalent non-infringing technology or (b) obtain a license for your continued use of the applicable Services, or, (c) terminate these Terms and refund any sums prepaid for Services not provided as a result of such termination.
    
    
18. Disclaimer of Warranties
    Except for the express representations and warranties provided in these Terms, the Services are provided “as is” and as available, and CapConnect+ disclaims all warranties, either express or implied, including without limitation any implied warranties of merchantability, fitness for a particular purpose, or noninfringement of intellectual property rights, to the fullest extent permitted by applicable laws. Without limiting the generality of the foregoing, (i) CapConnect+ has no obligation to indemnify or defend you against claims related to infringement of intellectual property rights; (ii) CapConnect+ does not warrant that the Services will perform without error or immaterial interruption; (iii) CapConnect+ makes no guarantees and does not warrant that the Services will be free of viruses or other harmful components. CapConnect+ is not responsible for any delays, failures, or other damages that result from issues with the Services. You acknowledge and agree to assume the entire risk associated with your use of the Services, including any Products or services that you use as a result of the Services.
19. Limitation of Liability
    To the maximum extent permitted by applicable laws, in no event shall CapConnect+ be liable to you for (i) any sum or any damages as a result of your being unable to use all or part of the Services; (ii) the inaccuracy of any data obtained from the Services; (iii) any Product viewed, purchased, or obtained directly or indirectly via the Services; (iv) any unauthorized access to or disclosure of your data; (v) the statements, content or conduct of any third party on the Services; or (v) for any other matter relating to the Services or your use thereof. this is a comprehensive limitation of liability that applies to all damages of any kind, including without limitation indirect, special, incidental, economic, or consequential damages. whether based in breach of contract, breach of warranty, tort (e.g., negligence), product liability or otherwise, even if an individual advises of the possibility of such damages.
    
    Additionally, CapConnect+ shall not be liable for any damage, injury, or loss resulting from your negligence, accident or misuse, or if the Services have been modified in any manner not by us. in no event shall CapConnect+ be liable to you for any amounts that, together with all other claims, exceed the aggregate of the price you paid for use of the Services or any products or, if no price was paid, one hundred dollars USD ($100), in any case whether or not CapConnect+ has been advised of the possibility of such damages. if the jurisdiction that applies to you does not allow disclaimer of certain warranties or limitation or exclusion of liability for certain damages, the above exclusions and liability are limited to the fullest extent permitted by law.
20. Dispute Resolution
    Please read this Section carefully because it contains a class action waiver, requires you to arbitration disputes with us, and limits the manner in which you can seek relief under these Terms. You agree that any dispute, controversy or claim between you and CapConnect+ arising out of or relating to: (i) these Terms, or the breach thereof; (ii) our provision of the Services; (iii) your access to or use of the Services; or (iv) any alleged violation of any federal, state, or local law, statute, or ordinance (each such dispute, controversy or claim, a “Dispute”) will be governed by the arbitration procedure outlined below.
    1. Informal Dispute Resolution. Before filing a claim against CapConnect+, you agree to try to resolve the Dispute informally by contacting CapConnect+ through our Help Center. CapConnect+ will contact you by email as part of a good faith effort to resolve the Dispute informally. If a Dispute is not resolved within 30 days after submission, you or CapConnect+ may bring a formal proceeding.
    2. Arbitration Agreement. You and CapConnect+ each agree to resolve any Disputes through final and binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures. The arbitration will be held in Santa Clara County, California, United States, or any other location CapConnect+ agrees to. The JAMS rules will govern payment of all arbitration fees. Notwithstanding the foregoing, either you or CapConnect+ may assert claims, if they qualify, in small claims court in Santa Clara County, California or any United States county where you live or work. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of our Services, or infringement of intellectual property rights (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute resolution process described above. The party whose offer is accepted by the arbitrator will be awarded the costs and attorney’s fees reasonably incurred in connection with the claim.
    3. Class Action Waiver. You may only resolve Disputes with CapConnect+ on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed under these Terms.
    4. Governing Law. Except as otherwise required by Applicable Laws, the Terms and the resolution of any Disputes shall be governed by and construed in accordance with the laws of the State of California, the Federal Arbitration Act, and applicable U.S. federal law, as applicable, in each case without regard to its conflict of laws principles. Except as otherwise required by Applicable Laws, if the agreement to arbitrate is found not to apply to you or your claim, you and CapConnect+ agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts in Santa Clara County, California, and you and CapConnect+ each agree to waive the right to a jury trial.
    5. Limitation on Claims. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the Services must be filed within one (1) year after such claim or cause of action arose, or else that claim or cause of action will be barred forever.
21. Third-Party Services
    The Services may display content or features that are owned or operated by a third party or link to services or websites provided by third parties (collectively, “Third-Party Services”) not CapConnect+. The owners and operators of Third-Party Services are solely responsible for Third-Party Services on the Services. CapConnect+ does not guarantee the accuracy of the Third-Party Services or its compliance with the third parties’ terms of use or privacy policies. You should review any notices or agreements regarding Third-Party Services to make sure you agree with their services, policies, and terms. CapConnect+ is under no obligation to ensure that Third-Party Services are error-free, accurate, or up to date. We may (but are not obligated to) review content to determine whether it is illegal or violates our policies, and we may remove or refuse to display Third-Party Services that we reasonably believe violates our Terms or the law.
    
    Please be aware that we are not responsible for the privacy or other practices of such Third-Party Services. Accordingly, we cannot and will not be responsible for any issues, including offensive or malicious content, usability, or other problems with or related to Third-Party Services. You are solely responsible for reading and understanding the policies and terms of use or service of any third-party website that you visit, both directly and indirectly relating to the Services. CapConnect+ is not responsible or liable for the actions or omissions of any third party regarding its use, processing, sharing, or transferring of data or content.
    
    
22. Infringement Notification
    If you are a copyright owner or an authorized agent thereof and you wish to file a notice of infringement with CapConnect+, you may do so in writing to CapConnect+ Designated Copyright Agent, legal@capconnectplus.com. Your notification must include at least the following information: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Services are covered by a single notification, a representative list of such works; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit CapConnect+ to locate the material; (iv) information reasonably sufficient to permit CapConnect+ to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted; (v) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
    
    you are advised to contact an attorney before sending us a notice. Please note that depending on the laws of the applicable jurisdiction, a person may be subject to liability if they knowingly materially misrepresent that material or activity is infringing.
    
    
23. Termination
    These Terms remain in effect while you use the Services unless earlier terminated as provided in this section. If you access the Services via an Issuer, these Terms shall automatically terminate upon the termination or expiration of our contract with the Issuer. You may terminate these Terms at any time by deleting your account, discontinuing all use of the Services, and providing notice to the Customer as required by the Customer. CapConnect+ may terminate these Terms at any time without notice to you if (i) you breach these Terms in any manner or infringe the rights of CapConnect+ or any third party; (ii) if so instructed by the Customer; or (iii) CapConnect+ becomes aware of use of the Services or activity by you that is, in our discretion, inappropriate, offensive, or in violation of these Terms. Termination by CapConnect+ under this section shall be without prejudice to or waiver of any and all of our other rights or remedies, all of which are expressly reserved, survive termination, and are cumulative. Upon termination of these Terms, you will no longer have access to the Services and CapConnect+ shall return or destroy all your data within 90 days.
    
    
24. General Terms
    1. Geographic Restrictions. CapConnect+ is owned and operated in the United States and makes no claims that the Services or any other products or services or content is accessible or appropriate outside of the United States. Access to the Services may not be legal by certain persons or in certain jurisdictions. If you access the Services from outside the United States, you do so on your own initiative and is responsible for compliance with local laws.
    2. Relationship of Parties. The parties hereto are independent contractors. No joint venture, partnership, employment, or agency relationship exists between you and CapConnect+ as a result of these Terms or your use of the Services.
    3. No Assignment. You may not assign, delegate, or transfer these Terms or your rights or obligations hereunder in any way (by operation of law or otherwise) without prior written consent from CapConnect+. CapConnect+ may transfer, assign, or delegate these Terms and our rights and obligations without your consent.
    4. Waiver. Any failure by CapConnect+ to enforce any provision of these Terms will not be deemed a waiver of that provision or any other provision of these Terms.
    5. Enforcement. CapConnect+ reserves the right (but is not required) to remove or disable your access to our Services, disable any username, password, or other identifier, whether chosen by you or provided by us, or remove your Content at any time and without notice, and at our sole discretion, if CapConnect+ determines that your use of our Services is in any way objectionable or in violation of these Terms. Certain violations of these Terms, as determined by CapConnect+, may result in immediate termination of your access to the Services without prior notice to you. CapConnect+ has the right to investigate violations of these Terms and any conduct that affects our Services, and in response may take any action CapConnect+ may deem appropriate.
    6. Notices. CapConnect+ may send notices pursuant to these Terms to you via the e-mail address listed on your account or as a pop-up or other notice within the Services, and such notices will be deemed received the same day they are sent. You may send notices to CapConnect+ at the email listed on the first page of these Terms.
    7. Severability. These Terms will be enforced to the fullest extent permitted by Applicable Laws. If for any reason any provision of these Terms is held to be invalid or unenforceable to any extent, then (i) the provision will be interpreted, construed, or reformed to the extent reasonably required to render the provision valid, enforceable, and consistent with the original intent underlying such provision; (ii) the provision will remain in effect to the extent that it is not invalid or unenforceable; and (iii) the invalidity or unenforceability of the provision will not affect any other portion of these Terms.
       
       
25. Entire Agreement
    These Terms, along with the documents referenced herein and any additional or separate terms and conditions presented to you for your use of the Services, each of which is incorporated herein by this reference, constitute the entire agreement between the parties with regard to the subject matter herein and replace all prior agreements between you and CapConnect+ for your use of the Services. CapConnect+ may amend these Terms from time to time by posting an updated version on this page. After you accept these Terms, the then-current version shall apply each time you access or use the Services. Your failure to comply with these Terms in any manner may result in the termination of your access to the Services. CapConnect+ reserves the right to terminate all or part of the Services at any time, without prior notice to you.