6v2 Inc. (DBA “Capita”)
Terms of Service
These Terms of Service (the “Terms”), together with all schedules, appendices, attachments, annexes, the End User License Agreement (“EULA”), and the Service Level Agreement (“SLA”) (and together with the Terms, EULA, SLA, the “Agreement”) (all of such documents are accessible by accessing the by accessing the Site (as defined below)) and between 6v2 Inc. (DBA “Capita”) and all its affiliates (together, “Capita”, “us”, “we”, and “our”) and you, the individual or company (“you”, “your”, and “User”) governs your use of Capita’s website application, accessible at https://percapita.io/ AND/OR https://venture.percapita.io/, and all pages, templates, products, tools, information, protocols, software, and content located therein (the “Site”). PLEASE READ THESE TERMS CAREFULLY.
By using the Site, you agree to be bound by these Terms.
You must read, agree with and accept all of the terms and conditions contained or expressly referred to in this Agreement, before you may sign up or use the Site.
You are advised to revisit the Agreement, and all its components, periodically to familiarize itself with any changes to the terms and conditions therein.
Capita, in its sole and absolute discretion, reserves the right to make changes to the terms and conditions of the Agreement. Any such changes to the Site are binding on you and/or on Capita. You agree to be bound by any changes, variation, or modifications to the terms and conditions in the Agreement and your continued use of the Site shall constitute acceptance of any such changes, variations, or modifications.
NOTICES, DISCLAIMERS, & LIMITATIONS OF LIABILITY
- NONE OF THE INFORMATION, SERVICE, OR MATERIALS OFFERED BY THE SITE CONSTITUTE AND ARE NOT INTENDED TO CONSTITUTE, LEGAL, FINANCIAL, TAX, INVESTMENT OR OTHER ADVICE, AND YOU SHOULD NOT ACT OR REFRAIN FROM ACTING BASED ON ANY INFORMATION, SITE OR MATERIALS PROVIDED IN THE SITE. ALL CONTENT ON THE SITE IS INFORMATION OF A GENERAL NATURE AND DOES NOT ADDRESS THE UNIQUE CIRCUMSTANCES OF ANY PARTICULAR USER. YOU ARE STRONGLY URGED TO CONSULT WITH YOUR OWN LEGAL, FINANCIAL, TAX, INVESTMENT AND OTHER ADVISORS AS TO ALL LEGAL, FINANCIAL, TAX, AND INVESTMENT-RELATED QUESTIONS YOU HAVE.
- You understand that all elements of the Site are still in their early stages of testing and development. By accepting the terms and conditions in the Agreement, you understand and acknowledge that the Site is being provided without having completed all testing and development and are made available to you on an “as is” or “as available” basis.
- YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH YOUR USE OF THE SITE, INCLUDING, WITHOUT LIMITATION, ANY INTERNET ACCESS FEES, BANKING FEES, TRANSACTION FEES, BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF THEIR DEVICE AND PERIPHERALS, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION OR DATA.
- Capita is not obligated to provide any maintenance, technical, or other support for the Site while they are still in the testing and development stages.
- YOU EXPRESSLY AGREE THAT ACCESS TO AND USE OF THE SITE IS AT YOUR SOLE RISK AND IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OF IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OF IMPLIED WARRANTIES OR NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER THE LAWS APPLICABLE TO THE TERMS AND CONDITIONS WITH ANY LEGALLY REQUIRED WARRANTY PERIOD TO THE SHORTER OF THIRTY (30) DAYS FROM FIRST USE OR THE MINIMUM REQUIRED). WITHOUT LIMITING THE FOREGOING, NEITHER CAPITA NOR ITS AFFILIATES OR SUBSIDIARIES, OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, ATTORNEYS, THIRD-PARTY PROVIDERS, DISTRIBUTORS, LICENSEES, LICENSORS, SUCCESSORS, OR ASSIGNS (COLLECTIVELY “COMPANY PARTIES”) WARRANT THAT THE SITE WILL BE UNINTERRUPTED, BUG-FREE OR ERROR-FREE, AND NONE OF THE COMPANY PARTIES WARRANT THAT SOFTWARE ARE MERCHANTABLE, FIT FOR ANY PARTICULAR PURPOSE, AND/OR RECOGNIZED BY ANY PARTICULAR JURISDICTION(S).
- TO THE FULLEST EXTENT PERMITTED BY LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES, LOSSES, AND/OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE SITE UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT, AND/OR TORT (INCLUDING NEGLIGENCE). THE COMPANY PARTIES SHALL NOT BE LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, AND/OR CONSEQUENTIAL DAMAGES IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY USE, THE SITE OR ANY PART THEREOF. YOU FURTHER AGREES NOT TO SEEK TO HOLD THE COMPANY PARTIES LIABLE FOR THE CONDUCT OF THIRD PARTIES INCLUDING OTHER USERS OF THE SITE AND OPERATORS OF EXTERNAL WEBSITES AND THAT THE RISK OF THE Site AND EXTERNAL WEBSITES AND OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
- IN THE EVENT THAT A COURT AND/OR ARBITRATORS OF COMPETENT JURISDICTION HOLDS THAT ANY COMPANY PARTY IS LIABLE TO YOU (FOR EXAMPLE AND WITHOUT LIMITATION, BECAUSE ANY RELEASE OR WAIVER HEREUNDER IS FOUND TO BE VOID OR OTHERWISE UNENFORCEABLE, OR BECAUSE ANY CLAIMS ARE FOUND TO BE OUTSIDE THE SCOPE OF ANY SUCH RELEASE OR WAIVER), UNDER NO CIRCUMSTANCES WILL ANY OF THE COMPANY PARTIES BE LIABLE TO YOU IN THE AGGREGATE FOR MORE THAN THE AMOUNT YOU HAVE PAID CAPITA IN THE NINETY (90) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSET ANY SUCH CLAIM, WHETHER SUCH LIABILITY IS BASED ON BREAK OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE) OR OTHERWISE.
- Capita does not guarantee that the Site will be secure or free from bugs or viruses.
- You are responsible for configuring your own information technology, computer programs and platform in order to access the Site. You should use your own virus protection software.
- Capita cannot promise that the use of the Site, or any content taken from the Site, will not infringe on the rights of any third party.
- Certain content and materials available on the Site are for information purposes only and are not intended to address your particular requirements. In particular, the content and materials available on the Site do not constitute any form of advice or recommendation by Capita, should not be regarded as an offer, solicitation, invitation or recommendation to buy or sell investments, securities or any other financial service and are not intended to be relied upon by you in making any specific investment or other decisions. We recommend that you seek independent advice from your own financial advisors and legal counsel before making any such decision.
- Nothing included in the Site constitutes an offer or solicitation to sell, or distribution of, investments or securities by Capita to anyone in any jurisdiction.
- Capita provides access to an application that seeks to improve administrative efficiency of group investment.
- Using the Site may require that the Customer or any Licensee (as defined in the EULA) pay a fee, such as banking charges for fund transfers, to perform certain transactions. The Customer acknowledges and agrees that Capita has no control over any transactions among Licensees of the Site, the method of payment of any such transactions, or any actual payment of such transactions.
- The fees for your use of the Site (the “Fees”) shall be as prescribed, and on the terms and conditions, by the terms provided to you on the Site or as otherwise outlined in the applicable pricing sheet, which has been made accessible to you via the Site and is available on request by contacting firstname.lastname@example.org.
Investment Advisors Laws & Investment Activity Laws
- DUE TO THE NATURE OF USERS ACTIVITIES IN RELATION TO OR USING THE SITE, INCLUDING THE SITE, IT IS POSSIBLE THAT A USER WILL NEED TO COMPLY WITH THE INVESTMENT ADVISERS ACT OF 1940, THE SECURITIES ACT (ONTARIO), OR ANY OTHER LEGISLATION AS APPLICABLE, TO INVESTMENT ADVISOR, PROMOTER, BROKER, OR DEALER ACTIVITY (THE “INVESTMENT ADVISORS LAWS”). IT IS THE OBLIGATION OF EACH USER TO MAKE THEIR RESPECTIVE DETERMINATION ON THEIR OWN AND TAKE APPROPRIATE ACTIONS TO COMPLY WITH THE INVESTMENT ADVISORS LAWS IF AND AS NECESSARY.
- DUE TO THE NATURE OF THE USERS ACTIVITY RELATED TO AND USE OF THE SITE, ANY USER, AND ANY SECURITY, INVESTMENT UNIT, INVESTMENT CONTRACT, OR OTHERWISE ASSETS, THAT THE USER MAY INTERACT WITH MAY BE SUBJECT TO THE SECURITIES ACT OF 1933 (THE “US SECURITIES ACT”), THE SECURITIES ACT (ONTARIO) (THE “ON SECURITIES ACT”), THE INVESTMENT COMPANY ACT OF 1940 (THE “INVESTMENT COMPANY ACT”), OR ANY OTHER LEGISLATION AS APPLICABLE TO THE INVESTMENT ACTIVITY (THE “INVESTMENT ACTIVITY LAWS”). IT IS THE OBLIGATION OF EACH USER TO MAKE THEIR RESPECTIVE DETERMINATION ON THEIR OWN AND TAKE APPROPRIATE ACTIONS TO COMPLY WITH THE INVESTMENT ACTIVITY LAWS IF AND AS NECESSARY.
Access to Site
- To access and use the Site, you may be required to provide certain information, personal or otherwise, including but not limited to their full legal name, legal address, phone number, a valid email address, and any other information indicated by Capita as required. Capita may reject the information you provide, refuse the provision of Site, or cancel existing access, for any reason, at Capita’s sole discretion.
- In order to use the Site, you must be the older of: (i) 18 years, or (ii) at least the age of majority in the jurisdiction in which you use the Site.
- In order to use the Site, you must be able to form a legally binding contract online either as an individual or on behalf of a legal entity. You represent that, as a user, you have the legal authority to bind the company or other legal entity on which behalf you are acting to the terms and conditions of the Agreement, you can form a legally binding contract online, and has the full, right, power, and authority to enter into and to comply with the obligations under the Agreement on your own behalf, or on the behalf of the company or other legal entity on which behalf your are acting.
Use of Site
- Capita reserves the right to, at its sole and absolute discretion, limit the availability of the Site to any person, geographic area, jurisdiction and/or to terminate your access to and use of the Site, at any time.
- Capita may remove or amend any content within or relating to the Site at any time. However, some of the content may be out of date at any given time and, in such case, Capita is under no obligation to update it. Capita does not guarantee that the Site, or any content on it, will be free from errors or omissions.
- It is a condition to using and accessing the Site that you:
- Will only use the Site in accordance with the terms and conditions of the Agreement;
- Will ensure that all information that you provide to the Site is current, complete, and accurate;
- Will ensure compliance with all applicable laws, including the Investment Advisors Laws and the Investment Activity Laws; and
- Will maintain the security and confidentiality of access to your account credentials.
- As a condition to accessing or using the Site, you will not:
- Violate any applicable laws, including without limitation any relevant and applicable anti-money laundering, anti-terrorist financing laws and any relevant applicable privacy and data collection laws, and the Investment Advisors Laws, and the Investment Activity Laws, in each case as may be amended;
- Export, reexport, or transfer directly or indirectly, any Capita technology in violation of applicable export laws and regulations;
- Infringe on or misappropriate any contract, intellectual property or other third party right, or commit a tort while using the Site;
- Make commercial use of the Site or any of its contents without express written permission;
- Misrepresent the truthfulness, sourcing or reliability of any content on the Site;
- Use the Site to simulate communications from us or another service or entity in order to collect identity information, authentication credentials, or other information (otherwise known as phishing);
- Use the Site in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Site or the Capita protocol, or that could damage, disable, overburden, or impair the functioning of the Site or the Capita protocol in any manner;
- Attempt to circumvent any content filtering techniques or security measures that Capita employs on the Site, or attempt to access any service or area of the Site that you are not authorized to access;
- Use any robot, spider, crawler, scraper, or other automated means or interface not provided by us, to access the Site to extract data;
- Introduce any malware, virus, trojan horse, worm, logic bomb, drop-dead device, backdoor, shutdown mechanics or other harmful material into the Site;
- Post content or communications on the Site that are, in our sole and absolute discretion, libelous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, harassing, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive, or otherwise objectionable;
- Post content on the Site containing unsolicited promotions, commercial messages or any chain messages or user content designed to deceive or trick the users of the Site; or,
- Encourage or induce any third party to engage in any of the activities prohibited under these Terms or the Agreement.
OFAC & GOC Compliance
- The U.S. Department of the Treasury, through the Office of Foreign Assets Control (the “OFAC”), prohibits U.S. companies from engaging in all or certain commercial activities with certain sanctioned countries (each a “US Sanctioned Country”) and certain individuals, organizations or entities, including without limitation, certain specially designated nationals (each a “US SDN”) listed by the OFAC. If you use the Site, you expressly represent that you are not located in a US Sanctioned Country and are not listed as an US SDN. If Capita determines that the Site is being used by prohibited persons, it will take any and all actions to terminate your access to the Site.
- The Government of Canada prohibits Canadian companies from engaging in all or certain commercial activities with certain sanctioned countries (each a “Canadian Sanctioned Country”) and certain individuals, organizations or entities, including without limitation certain specially designated nationals (each a “Canadian SDN”) listed in the Consolidated Canadian Autonomous Sanctions List (accessible via this link: https://www.international.gc.ca/world-monde/international_relations-relations_internationales/sanctions/consolidated-consolide.aspx?lang=eng#dataset-filter). If you use the Site, you expressly represent that you are not located in a Canadian Sanctioned Country and are not listed as a Canadian SDN. If Capita determines that the Site is being used by prohibited persons, it will take any and all actions to terminate your access to the Site.
No Dealer, No Advisor, No Promoter
- The User understands and acknowledges that Capita does NOT hold, nor does it represent itself to hold, any license or registration under the US Securities Act, the ON Securities Act, or any other Investment Activity Law or Investment Advisors Law, including but not limited to registrations as a dealer, broker-dealer, investment advisor, or portfolio manager, investment fund manager.
- The Parties understand and acknowledge that Capita shall not be permitted to conduct any activity that is an activity that would require it to carry a license or registration under any Investment Activity Law or any Investment Advisors Law.
- For clarity, Capita is not a registered broker, a registered dealer, a registered broker-dealer, a registered portfolio manager, a registered investment advisor, a registered compliance officer, or a registrant of any other kind under any Investment Activity Law or any Investment Advisors Law.
- You acknowledge that the Site and your use of the Site contain certain risks, including without limitation to the following:
- Any technology or software that any User interacts with is entirely their own responsibility and liability.
- At any time a User may have their access to the Site suspended or terminated or there may be a delay in Customer or the Licensees access or use of the Site, which may result in losses to the Customer or Licensee; and,
- The Site may be suspended or terminated at any time for any or no reason, which may limit your or any user’s access.
- Accordingly, you expressly agree that:
- You and all users assume all risks in connection with their respective access and use of the Site and all parts thereof; and,
- You expressly releases Capita, its directors, officers, employees, and agents (the “Releasees”) from, and hold them harmless from and against, any and all liability, claims, causes of action, losses, expenses, or damages (whether arising in law or equity, including but not limited to special, consequential, indirect, punitive, and exemplary damages, and including but not limited to economic loss, business disruption, and/or attorney’s fees) arising from or in any way related to the Site or any part thereof. You expressly waive all such claims against the Releasees.
Termination of Use
- You agree that we may, at our sole and absolute discretion, suspend, disable, or terminate your access to all or part of the Site with or without notice and for any reason, including without limitation, breach of these Terms. Any suspected illegal, fraudulent or abusive activity may be grounds for terminating your access to all or part of the Site and relationship with us, and may be referred to appropriate law enforcement authorities. Upon suspension, disabling or termination, your rights to use the Site will immediately cease, and we reserve the right to remove or delete any information that you may have on file with us, including any account or login information.
- You agree to defend, indemnify and hold harmless Capita, its affiliates, licensors, and service providers and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, soccessors, and assigns from and against any claims, liabilities, damages, judgements, awards, losses, costs, expenses or fees (including reasonable lawyers’ fees) arising out of or relating to your violation of this Agreement or the failure to fulfill any obligations relating to the use of the Site incurred by you or any other person or entity using your account. We reserve the right to take over the exclusive defense of any claim for which we are entitled to indemnification under these Terms. In such event, you shall provide us with such cooperation as is reasonably requested by us, including without limitation, disclosure of documents and providing testimony.
- Survival: All disclaimers, indemnities, and exclusions in the Agreement shall survive termination of the any of the Terms, EULA, SLA, or the Agreement and shall continue to apply during suspension or any period during which the Site are not available for your use for any reason whatsoever.
- Benefit of the Parties: Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the Parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the Parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.
- Assignment: Neither Party shall, without written consent to the other, assign its rights and obligations under this Agreement. Notwithstanding the foregoing, Capita may assign its rights and obligations under this Agreement to an Affiliated Entity, where “Affiliated Entity” means, with respect to any specified entity, any other entity or person who, directly or indirectly, controls, is controlled by, or is under common control with such entity or person.
- Governing Law: This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the Province of Ontario and the laws of Canada as applicable therein (without giving effect to any conflicts or choice of law provisions thereof that would cause the application of the domestic substantive laws of any other jurisdiction).
- Titles and Subtitles: The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.
- Notices: All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient; if not, then on the next business day, (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt.
- Amendments and Waivers: Unless otherwise provided, any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the mutual written consent of the Parties.
- Severability: If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.
- Entire Agreement: This Agreement (including the schedules, attachments, exhibits , and appendices) and the documents referred to herein constitute the entire agreement among the Parties and no Party shall be liable or bound to any other party in any manner by any warranties, representations, or covenants except as specifically set forth herein or therein.
- Dispute Resolution:The Parties hereto shall initially attempt to resolve all claims, disputes or controversies arising under, out of or in connection with this Agreement by conducting good faith negotiations amongst themselves. If the Parties hereto are unable to resolve the matter following good faith negotiations, the Parties shall hereby irrevocably and unconditionally submit to the jurisdiction of the Ontario Superior Court of Justice in the City of Ottawa.
- Force Majeure: Capita shall have no liability to you under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Capita or any other party), failure of a utility service or transport or telecommunications network, pandemic, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Capita’s sub-contractors.
- Independent Legal Advice: You acknowledge and confirm that prior to executing this Agreement, Capita requested that you obtain independent legal advice with respect to the rights, obligations, disclaimers, and notices herein, especially those that relate to the application of the Investment Advisors Laws and the Investment Activity Laws. You confirm and agree that: (1) you have executed this Agreement under their own volition and without any duress whatsoever from Capita or any other person or entity; and (2) if you did not obtain independent legal advice prior to executing this Agreement, you will not in any proceeding relating to the enforcement of rights and obligations under this Agreement raise that as a defense or otherwise.