Terms and Conditions

Last updated: September 7th, 2021

Please read these terms and conditions (“Terms”) carefully before using capchase.com and any mobile applications (together, “Service” or “Website”). These are the Terms governing the use of this Service and the agreement that operates between you and Capchase, Inc. (“Capchase”, “Company”, “we”, “our”, or “us”). These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service. Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms (including the Privacy Policy of the Website) and all applicable laws. These Terms and Conditions apply to all visitors, users and others who access or use the Service.

By accessing or using the Service, you agree to be bound by these Terms, where and as permitted by law. If you disagree with any part of these Terms, please do not use or access the Service.  Capchase reserves the right to amend or modify these Terms at the sole discretion of Capchase, or Capchase may impose new conditions, at any time with or without notice. Any such changes or additions shall be effective immediately when we post them.  YOU ACKNOWLEDGE AND AGREE THAT IT IS YOUR RESPONSIBILITY TO REVIEW THE WEBSITE AND THIS AGREEMENT PERIODICALLY AND TO BE AWARE OF ANY CHANGES, REVISIONS, OR MODIFICATIONS. WE WILL TRY TO GIVE YOU NOTICE WHEN WE MAKE A MATERIAL CHANGE TO THE WEBSITE OR CONTENT THAT WOULD ADVERSELY AFFECT YOU, BUT THIS MAY NOT ALWAYS BE PRACTICAL, AND WE MAKE NO GUARANTEE THAT SUCH NOTICE WILL BE PROVIDED.  YOUR CONTINUED USAGE OF THE WEBSITE WILL MEAN YOU ACCEPT THOSE CHANGES. Your continued use of the Service following the posting of changes to these Terms (including the Privacy Policy) will mean you accept those changes. To the extent that there is inconsistency between these Terms and the Privacy Policy, these Terms shall govern.

Ownership and Use Restrictions

The Website is owned and operated by Capchase. The content and materials contained within the Website (including, without limitation, video, audio, photos, text, images, graphics, data, logos and all copyrights and intellectual property related to the Website, Capchase and the Capchase sponsors, licensees and other affiliates) (the “Content”) are either owned by, or licensed to, Capchase. The Content from the Website may not be reproduced, republished, uploaded, posted, transmitted, reproduced, distributed, copied, publicly performed, publicly displayed or otherwise used in any manner, except as expressly provided in these Terms, without the express written permission of Capchase. Capchase maintains the Website for your information, education, and communication.

Please feel free to browse the Website. You may download one copy of each piece of material displayed on the Website to any single computer for your personal, noncommercial use only, provided that you also retain all copyright and other proprietary notices contained on the materials. You may not, however, distribute, reproduce, republish, perform, display, prepare derivative works based upon, modify, transmit, reuse, repost, or use any materials of or from the Website for public or commercial purposes on any other website or otherwise without the express written permission of Capchase. Modification of any materials displayed on the Website in any manner is a violation of the Capchase’s copyright and other proprietary rights.

The word marks and logos of Capchase, and capchase.com are the exclusive property of Capchase (collectively, the “Capchase Trademarks”). All other word marks and logos (each, a “Trademark” and, collectively, the “Trademarks”) appearing on the Website are Trademarks of their respective owners. Nothing contained on the Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Capchase Trademarks or Trademark displayed on the Website in any manner without the express written permission of its respective owner. Any use of the Capchase Trademarks and/or Trademarks displayed on the Website, or any other content on the Website, except as provided in these Terms, is strictly prohibited.

Images of people or places displayed on the Website are either the property of, or used with permission by, Capchase. Any use of these images by you, or anyone else authorized by you, is prohibited unless expressly permitted by these Terms or by express permission that is granted elsewhere on the Website. Any unauthorized use of the images or Content is a breach of the Terms and may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes. Capchase neither warrants nor represents that your use of materials displayed on the Website will not infringe upon the rights of third parties neither owned by nor affiliated with Capchase. All rights not expressly granted herein are reserved to Capchase. 

You may not decompose, modify, decompile, translate, reverse engineer, disassemble or otherwise deconstruct all or any portion of the Website. You may not use any data mining, robots, scraping, similar data gathering or extraction methods, or collect, manually or through an automatic process, information about other users (including, but not limited to, e-mail addresses, medical information, or any form of other contact information, or any other information) without their express consent.

Registration For Use of Certain Features

In order to access certain features of the Website, you may be required to register with Capchase by providing certain personally identifiable information about yourself, including your name, professional e-mail address, professional address and telephone number. In consideration for our granting you access to these features of the Website, you hereby expressly agree to provide true, accurate, current and complete information about yourself as requested and necessary for our provision of, and/or your registration for the use of, those features of the Website, subject to all applicable laws and regulations. If you choose to provide any information to us through registration, that information may be accessed, retained, or disclosed within Capchase, but will not be shared with unaffiliated third parties except as you expressly permit, or as authorized by applicable laws and our Privacy Policy.  You also grant us the right to disclose to third parties certain information about you.  You must promptly notify Capchase if any of this information changes.  If you provide any information that is untrue, inaccurate, not current or incomplete, or if Capchase has reasonable grounds to suspect that the information that you have provided is untrue, inaccurate, not current or incomplete, Capchase has the absolute right to suspend or terminate your password at any time and/or refuse you any and all current or future use of the Website. For information concerning how Capchase collects and uses such information please see our Privacy Policy at: https://www.capchase.com/privacy-policy. 

You may receive a password upon completing the registration process. You are solely responsible for maintaining the confidentiality of the password, and are solely responsible for all activities that occur under your password. For security purposes, Capchase recommends that you change your password often, that you do not reuse passwords, and that you use unique passwords for this Website.  We are not obligated to inquire as to the authority or propriety of any use of or action taken under your password.  We will not be responsible for any loss to you that arises from such use or action or from your failure to comply with these provisions. Capchase is not responsible for any loss or damage arising as a result of your failure to comply with this Section. 

Solicited and Unsolicited Submissions

Solicited Submissions: At times, Capchase may solicit Submissions from visitors to the Website, including, without limitation, information, ideas, or other materials. It is our practice to post notices on the Website regarding our planned use of such materials where we solicit the Submission. Your submission of a Submission, or your provision of information, in response to such a solicitation is a grant by you to Capchase of the Rights described above.  We do not endorse the opinions of, or warrant the accuracy of facts or other content contributed by, any third party. You agree that we are not liable for any action you take or decision you make in reliance on any Content. 

Unsolicited Submissions: Although we welcome your comments regarding, and your ideas and proposals for, the Website and Capchase, it is Capchase’s policy not to accept or consider any Submissions that are unsolicited. We hope you will understand that the intent of this policy is to avoid the possibility of future misunderstandings, legal or otherwise, when creative ideas, concepts or materials developed by Capchase might appear to be similar to your Submission(s). Accordingly, we must ask that you do not send us any unsolicited Submissions via the Website or otherwise; we assume no responsibility for reviewing such Submissions and we will not incur any liability as a result of any similarities between your Submissions and future Capchase designs, products, programs or otherwise. In the event you do submit unsolicited Submissions, such Submissions shall be deemed, and shall remain, the property of Capchase. As is the case with solicited Submissions, the submission of any unsolicited Submission shall constitute a grant by you to Capchase of the Rights described above.

Links

The following restrictions (“Linkage Restrictions”) apply to all links to the Website from any online, cable, wireless or other website, service, or browser:

Online, cable, wireless or other websites, services, or browsers created by, licensed by, or substantially associated with any entity that regularly promotes any product (e.g., apparel or computers), brand (e.g., Nike), or service (e.g., Internet service providers) (each, a "Commercial Website" and, collectively, “Commercial Websites”) may not link to the Website without the written permission of Capchase, even if the page/area where the link originates does not promote a product, brand, or service.

Websites, services, or browsers other than Commercial Websites (e.g., chamber of commerce sites, search engine sites, widely available Internet browsers) (each, a “Permissible Website” and, collectively, “Permissible Websites”) may link to the Website without the express written permission of Capchase if such link is: (i) a “word” (as opposed to a “logo”) link (e.g., “capchase.com”, “The Official Website of Capchase”); and (ii) spatially separated from, and not otherwise associated with, any sponsorship advertising, or other commercial text or graphics that may be on the page/area containing such word link.

The Capchase logo, or any other logo of Capchase, may not be used as or to link to the Website without the express written permission of Capchase.

No link to the Website may be “framed” by the Permissible Website where the link originated if such “frame” contains any sponsorship, advertising, or other commercial text or graphics.

All links to the Website from a Permissible Website must be to the Website’s home page -- links to internal pages within the Website (e.g., a player page, a photo gallery or a feature article) are not permitted.

The posting or creation of any link to the Website signifies that you have read these Linkage Restrictions and agree to abide by their terms.

Termination of Service

We may, in our sole discretion, change, suspend or discontinue any aspect of the Website at any time with or without notice, including the availability of any Website feature, database, or content. We may also terminate or suspend Your access immediately, without prior notice or liability, for any reason whatsoever, in our sole discretion and without prejudice to any legal or equitable remedies available to us, including without limitation if you breach these.

Upon termination, your right to use the Service will cease immediately and you must immediately discontinue your use of the Website and destroy all materials obtained from it.

Limitation of Liability

Notwithstanding any damages that you might incur, the entire liability of the Company and any of its suppliers under any provision of these Terms and your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by you through the Service or 100 USD if you haven't purchased anything through the Service.

To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, punitive, or consequential damages whatsoever (including, but not limited to, damages  for loss of profits, loss of data or other information, for business interruption, for personal injury, breach of contract, tort or negligence, or loss of privacy arising out of or in any way related to any failure of performance, errors, inaccuracies, omissions, defects, untimeliness, interruption, deletion, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, unauthenticity of any content in the Website, functionality, reliability, sequencing, computability of the Website with the hardware or software you use, speed of delivery of the Website or any part of the content, or otherwise in connection with any provision of these Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose. In no event shall the Company aggregate liability to you for any loss, damage, or claim, related to or arising out of this Website exceed the total amounts paid by you for accessing this Website, if any. 

Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party's liability will be limited to the greatest extent permitted by law.

Our Service may contain links to third-party web sites or services that are not owned or controlled by the Company.  The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that the Company 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 content, goods or services available on or through any such web sites or services.  We strongly advise you to read the terms and conditions and privacy policies of any third-party websites or services that you visit.

Your correspondence or business dealings with, or participation in promotions of, advertisers and vendors found on or through the Website, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such advertiser and/or vendor. You agree that Capchase shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers or vendors on the Website or in connection with the Website. All of your business dealings with vendors and advertisers appearing on or through the Website shall be at your sole risk.

Disclaimer of Warranties and Damages

While the Company uses reasonable efforts to include accurate and up to date information in the Website, the Company makes no warranties or representations as to its accuracy. The Company assumes no liability or responsibility for any errors or omissions in the content of the Website. The Company makes no representation that the materials contained in the Website are appropriate or authorized for use in all countries, states, provinces, counties, or any other jurisdictions. If you choose to access the Website, you do so on your own initiative and risk and are responsible for compliance with all applicable laws and regulations. 

The Service is provided to you "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Service will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither the Company nor any of the company's provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components. You specifically acknowledge that the Capchase is not liable for the defamatory, offensive, or illegal conduct of other users of the Website or third parties and that the risk of injury from the foregoing rests entirely with you. You use the Website at your sole risk. 

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to you. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.

Governing Law

The laws of the State of New York, United States of America, excluding its conflicts of law rules, shall govern these Terms and your use of the Service. Any disputes relating to these Terms or anything contained on the Website will be governed by the laws of the State of New York, United States of America, without regard to its principles of conflicts of laws. Any claim relating to these Terms or the Website shall be exclusively prosecuted in a federal or state court of competent jurisdiction located within the State of New York, United States of America, and you hereby consent to the jurisdiction of such court solely for such purposes and you further waive any argument that any such court does not have jurisdiction over such dispute or that venue in any such court is not appropriate or convenient. Capchase will be entitled to recover their court costs and reasonable attorneys’ fees and expenses incurred in successfully proving any breach of any term of these Terms.

Arbitration

PLEASE READ THE FOLLOWING SECTION CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH CAPCHASE AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF. THIS SECTION OF THIS AGREEMENT SHALL BE REFERRED TO AS THE “ARBITRATION AGREEMENT”.

Any and all disputes, claims or controversies arising out of or relating to this Arbitration Agreement, the breach thereof, or any use of the Website (“Claims”), except for claims filed in a small claims court that proceed on an individual (non-class, non-representative) basis, shall be settled by binding arbitration in accordance with American Arbitration Association (“AAA”) governing rules and procedures, including the Supplementary Procedures for Consumer-Related Disputes, where applicable. In agreeing to arbitrate all Claims, you and Capchase waive all rights to a trial by jury in any action or proceeding involving any Claim. This arbitration undertaking is made pursuant to and in connection with a transaction involving interstate commerce, and shall be governed by and construed and interpreted in accordance with the Federal Arbitration Act (“FAA”) at 9 U.S.C. Section 1, et seq. If for whatever reason the rules and procedures of the FAA cannot apply, the state law governing arbitration agreements in the state in which you reside shall apply. The parties agree that an award and any judgment confirming it only applies to the arbitration in which it was awarded and cannot be used in any other case except to enforce the award itself. This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement and shall survive termination of your relationship with Capchase.

The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable.  All disputes regarding the payment of arbitrator or arbitration-organization fees including the timing of such payments and remedies for nonpayment, shall be determined exclusively by an arbitrator, and not by any court. The arbitration will decide the rights and liabilities, if any, of you and Capchase.  The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. Subject to the limitations set forth below in this Section, the arbitrator shall have authority to award legal and equitable relief on an individual basis that a judge in a court of law would have, provided that:

  • The arbitrator shall not have authority to award punitive damages unless authorized to do so by statute; and
  • Any and all claims shall be arbitrated on an individual basis only and shall not be consolidated or joined with or in any arbitration or other proceeding involving a Claim of any other party. You and Capchase agree that the arbitrator shall have no authority to arbitrate any Claim as a class action or in any other form other than on an individual basis.

The award shall be binding only among the parties and shall have no preclusive effect in any other arbitration or other proceeding involving a different party. The arbitrator shall follow the applicable law. The arbitrator’s decision is final and binding on you and Capchase.

YOU AND CAPCHASE AGREE TO WAIVE ANY RIGHT TO RESOLVE CLAIMS WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable with respect to a particular claim or dispute, neither you nor Capchase is entitled to arbitration of such claim or dispute. Instead, all such claims and disputes will then be resolved in a court as set forth in the “Governing Law” Section. This provision does not prevent you or Capchase from participating in a class-wide settlement of claims.

To the maximum extent permitted by law, you permanently and irrevocably waive the right to bring any Claim in any forum unless you provide Capchase with written notice of the event or facts giving rise to the Claim within one (1) year of their occurrence, which should be provided in the manner outlined under the “Notice” Section 

Notwithstanding any provision in the Agreement to the contrary, we agree that if Capchase makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice of to Capchase.

Notice

Capchase may give notice to users of the Website by means of a general notice on the Website, electronic mail to a user’s e-mail address if on record, or by written communication sent by first class mail to a user’s address if on record. You may give notice to Capchase (such notice shall be deemed given when received) by any of the following means:

Electronic mail: customernotices@capchase.com

Letter delivered by first class postage prepaid mail or courier to Capchase at the following address: 

Capchase Inc.
Attn: Legal and Compliance
48 W. 21st Street, 4th Floor
New York, NY 10010

Indemnification

You hereby agree to indemnify and hold Capchase and each of their respective members, operators, directors, officers, employees, shareholders, agents, affiliates, and representatives harmless from all claims, liabilities, damages, and expenses (including attorneys’ fees and court costs) arising out of or relating to: (i) your use of the Website; (ii) any of the Submissions submitted by you ; (iii) any breach or alleged breach of these Terms; (iv) your violation of any applicable law, statute, ordinance, regulation, or of any third party’s rights; and (v) claims asserted by third parties that, if proven, would place you in breach of representations, warranties, covenants, or other provisions in this Terms.  Capchase may, in its sole and absolute discretion, control the disposition of any claim (and the selection of counsel) at your sole cost and expense.  Without limiting the foregoing, you may not settle, compromise, or in any other manner dispose of any claim without the consent of Capchase. 

United States Legal Compliance

You represent and warrant that (i) you are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a “terrorist supporting” country, and (ii) you are not listed on any United States government list of prohibited or restricted parties.

Severability and Waiver

Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute a waiver of any subsequent breach.

Notice and Procedure For Making Claims of Copyright Infringement

Pursuant to the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2) (“DMCA”), Capchase has designated to the U.S. Copyright Office an agent to receive notifications of claimed copyright infringement relating to the Website (the “Designated Agent”). All such notifications relating to the Website must be submitted in a manner consistent with the DMCA to the following Designated Agent:

Capchase Inc.
Attn: Legal and Compliance
48 W. 21st Street, 4th Floor
New York, NY 10010

To be effective, the notification must be a written communication that includes the following: (1) a signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are claimed to have been infringed, a representative list of such works; (3) 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 the service provider to locate the material; (4) information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address; (5) a statement that the complaining party has 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 (6) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Translation Interpretation

These Terms may have been translated if We have made them available to you on our Service.

You agree that the original English text shall prevail in the case of a dispute.

Miscellaneous

These Terms constitute the entire agreement between the parties and supersedes all prior and contemporaneous written or oral agreements, proposals or communications with respect to the subject matter herein between you and Capchase. The section headings in these Terms are for convenience only and must not be given any legal import. 

We may assign these Terms in whole or in part at any time without your consent. You may not assign, delegate, or transfer these Terms or your rights or obligations hereunder, or your account, in any way (by operation of law or otherwise), without Capchase’s prior written consent. In the event that Capchase is acquired by or merges with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from our users as part of such merger, acquisition, sale, or other change of control. In the unlikely event of our bankruptcy, insolvency, reorganization, receivership, or assignment for the benefit of creditors, or the application of laws, or equitably principles affecting creditors’ rights generally, we may not be able to control how your personal information is treated, transferred, or used. 

Our failure or delay to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. Except as specified in this Terms, Capchase support staff or other Capchase employees do not have the authority to amend any of this Terms or to bind Capchase to any legal or other obligation not already set forth in this Terms. 

Force Majeure

Capchase will not be liable for failing to perform under this Agreement by the occurrence of any event beyond its reasonable control, including, without limitation, a labor disturbance, an internet outage or interruption of service, a communications outage, failure by a service provider to Capchase to perform, fire, terrorism, natural disaster, pandemic, or war.

Changes to These Terms

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, in whole or in part, please stop using the website and the Service.

Acceptance of These Terms

By using the Website, you affirm that you are either 18 years of age or older or possess legal parental or guardian consent, and are fully able and competent to enter into the these Terms and Privacy Policy in their entirety. If you do not agree with the terms included herein, you must not use the Website. In any case, you affirm that you are at least 13 years of age, as the Website is not intended for children under 13.

Contact Us

If you have any questions about these Terms and Conditions, You can contact us by email: hello@capchase.com