Account means any accounts or instances created by You or on Your behalf for access and use of the Services.
API means the application programming interfaces developed, enabled by or licensed to Qapita that permits certain functionalities provided by the Services.
Customer Data means all electronic data, text, messages, personal data or other materials, including without limitation Personal Data of Users and end-users, submitted to the Services by You through Your Account in connection with Your use of the Services.
Confidential Information means all information disclosed by one Party to the other Party which is in tangible form and labelled “confidential” (or with a similar legend) or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Notwithstanding the foregoing, Confidential Information shall not include any information which (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (b) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (c) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party’s files and records prior to the time of disclosure; (d) is obtained by the receiving party from a third-party without a breach of such third-party’s obligations of confidentiality; (e) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession; or (f) is required by law to be disclosed by the receiving party, provided that the receiving party shall, to the extent legally permitted, give the disclosing party written notice of such requirement prior to disclosing so that the disclosing party may seek a protective order or other appropriate relief.
Documentation means any written or electronic documentation, images, video, text or sounds specifying the functionalities of the Services provided or made available by Qapita to You or Your Users through the Services or otherwise.
Order Form means any service order form specifying the Services provided, particular features and functionalities in the Services that You wish to avail.
Personal Data means any information relating to an identified or identifiable natural person that is submitted by You to the Services as part of Customer Data.
Process means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
Professional Services means valuation services or other professional services that the You may engage Qapita pursuant to a separate agreement.
Services means the cloud-based proprietary platform of Qapita enabling investment, liquidity solutions, cap table and ESOP management or any new services that Qapita may introduce as a Service to which You may subscribe to, and any updates, modifications or improvements thereto, including individually and collectively, Software, the API and any Documentation
Software means software provided by Qapita (either by download or access through the internet) that allows You to use any functionality in connection with the Services.
Subscription Charges means all charges associated with Your Account and use of the Services.
Subscription Term the period during You have agreed to subscribe to the Services as specified in the relevant Order Form.
Third-Party Services shall mean third-party application(s) or service(s) integrating with the Services through APIs or otherwise enabled through the Services
User means a designated user within the Services, including an Account administrator, employee, shareholder, auditor, lawyer, founder and other designated users.
2.1. Subject to Your compliance with these Terms and solely during the Subscription Term, You have the limited, non-exclusive, revocable right to access and use the Services for its internal business purposes in accordance with the subscription plan set forth in an Order Form.
3.1. Your Account: Each User shall be identified using unique login information such as usernames and passwords (“User Login”) and such User Login shall be used only by one individual.
3.2. Acceptable Use: You agree not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third-party, other than Users in furtherance of its internal business purposes as expressly permitted by these Terms; (b) modify, adapt, or hack the Services or otherwise attempt to gain or gain unauthorized access to the Services or related systems or networks; (c) use the Services to Process any Personal Data; (d) violate any law or regulation, including, without limitation, any applicable export control laws, privacy laws or any other purpose not reasonably intended by Qapita; (e) use the Services to store or process any content that infringes upon any person’s intellectual property rights or is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory; or (f) “crawl,” “scrape,” or “spider” any page, data, or portion of or relating to the Services (through use of manual or automated means);
3.3. You represent and warrant to Qapita that You own or have the necessary rights to provide the Customer Data to Qapita and that doing so does not violate any applicable law, proprietary or privacy rights. Qapita shall have no liability for any claims with respect to the Services arising in connection with the inaccuracy or insufficiency of Customer Data.
4.1. Any enhancements, new features or updates (“Updates”) to the Services are also subject to these Terms and Qapita reserves the right to deploy Updates at any time.
4.2. The Services may temporarily be unavailable due to scheduled downtime for upgrades and maintenance in which case Qapita shall use commercially reasonable endeavours to notify You in advance.
4.3. Notwithstanding anything to the contrary contained elsewhere, Qapita shall not be liable for unavailability of the Services caused by circumstances beyond Qapita’s reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, technical failures beyond Qapita’s reasonable control (including, without limitation, inability to access the internet), or acts undertaken by third-parties, including without limitation, distributed denial of service attacks.
4.4. You may also avail of any Professional Services from Qapita pursuant to a separate agreement..
5.1. Except for the rights granted You under clause 2, all rights, title and interest in and to all intellectual property and/or proprietary rights, title and interest in or related to the Services, including patents, inventions, copyrights, trademarks, domain names, trade secrets or know-how shall belong to and remain exclusively with Qapita.
5.2. Qapita shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Services or otherwise use any suggestions, enhancement requests, recommendations or other feedback it receives from You.
5.3. You own the rights to the Customer Data that You provide to Qapita. Qapita does not claim ownership over such Customer Data, however, by posting or transferring Customer Data to Qapita, You grants a royalty-free, non-exclusive license and permission to use the Customer Data generated by You solely to provide, maintain and improve the Services.
5.4. Qapita reserves its rights to re-use any and all techniques and know-how gathered by Qapita while providing the Services under the Modules to You.
5.5. All rights not expressly provided to You are herein are reserved.
You acknowledge and agrees that Your use of Third-Party Services will be subject to the terms and conditions and privacy policies of such third-party and that Qapita shall not be liable for Your enablement, access or use of such Third-Party Services, including for processing of Customer Data by such third-party. You should contact that Third-Party Service provider for any issues arising in connection with use of such Third-Party Service.
7.1. Subscription Charges: Unless otherwise mentioned in an Order Form, the Subscription Charges are due in full and payable in advance, in accordance with clause 7.2, when You subscribe to the Services. The Subscription Charges are specified in the Order Form.
7.2. Payment: You hereby authorize Qapita or Qapita’s authorized agents, as applicable, to bill You upon Your subscription to the Services (and any renewal thereof). Unless otherwise stated in an Order Form, Your payment is due within thirty (30) days of Qapita’s invoice date.
7.3. Refunds: Unless otherwise specified in these Terms, all Subscription Charges are non-refundable. No refunds shall be issued for partial use or non-use of the Services by You.
7.4. Late Payments/Non-payment of Subscription Charges: Qapita will notify You if Qapita does not receive payment towards the Subscription Charges within the due date for Your Account. Qapita must receive payments within a maximum of ten (10) days from the date of Qapita’s notice. If Qapita does not receive payment within the foregoing time period, in addition to its right to other remedies available under law, Qapita may (i) charge an interest for late payment @ 1.5% per month and/or; (ii) suspend Your access to and use of the Services until Qapita receives Your payment towards the Subscription Charges as specified herein and/or; (iii) terminate Your Account.
7.5. Applicable Taxes: Unless otherwise stated, the Subscription Charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”).
8.1. The Subscription Term shall be as set forth in the relevant Order Form.
8.2. Termination by You: You may terminate their Account and subscription to the Services at any time with 15 days prior written notice, but will remain liable for all Subscription Charges for the Subscription Term. Unless Your Account and subscription to the Services is terminated, Your subscription to the Services will renew for a Subscription Term equivalent in length to the then expiring Subscription Term at Qapita’s then prevailing Subscription Charges.
8.3. Termination and Suspension by Qapita: In addition to suspension for late payment or non-payment of Subscription Charges, Qapita may suspend Your access to and use of the Your Account or the Services if You are in violation of the terms of these Terms. Qapita will notify You of its activities that violate these Terms and provide You with a period of thirty (30) days to cure or cease such activities (“Cure Period”). If You do not cure or cease such activities within the said Cure Period or if Qapita believes that You are in breach of these Terms cannot be cured, Your Account shall be terminated immediately.
8.4. Termination for Insolvency: Notwithstanding anything contained herein, either Party may terminate these Terms without notice if the other Party becomes insolvent, makes or has made an assignment for the benefit of creditors, is the subject of proceedings in voluntary or involuntary bankruptcy instituted on behalf of or against such Party (except for involuntary bankruptcies which are dismissed within sixty (60) days, or has a receiver or trustee appointed for substantially all of its property.
8.5. Effect of Terminating Your Account: Following the termination of Your Account either by You or Qapita, You may export Customer Data from within the Services within 6 (six) months of effective termination of Your Account (“Data Retention Period”), beyond which period Qapita may delete all Customer Data. You may reactivate their terminated Account within such Data Retention Period, unless the termination is by Qapita.
9.1. If You choose or are provided with a user identification code, login, password or any other information as part of Qapita’s security procedures, You must treat such information as confidential and shall not disclose such information to any third-party other than a User. Qapita has the right to disable any user identification code or password, whether chosen by You or allocated by Qapita, at any time, if in Qapita’s reasonable opinion, You have failed to comply with any of the provisions of these Terms. Qapita will not be responsible for any activities, including any attempted or actual access or loss of data occurring under Your Account as a result of Your non-compliance of its obligations under this clause 9.1.
9.2. Confidentiality obligations: Each of the Parties will protect the other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each of the Parties protects its own Confidential Information, and in any event, no less than reasonable care. Except as otherwise expressly permitted under these Terms, each of the Parties may use the other’s Confidential Information solely to exercise its respective rights and perform its respective obligations under these Terms and shall disclose such Confidential Information solely to those of its respective employees, representatives and agents who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information. The provisions of this sub-section shall supersede any non-disclosure agreement by and between the Parties entered prior to these Terms that would purport to address the confidentiality of any Confidential Information and such agreement shall have no further force or effect with respect to the Confidential Information.
10.2. Qapita may Process Your Personal Data to provide, maintain and improve the Services, or prevent or address any technical problems, or at Your request in connection with support requests.
10.3. You acknowledge and agree that Qapita may access or disclose information about You’re your Account and Your Users in order to comply with the law or respond to lawful requests or legal process, or prevent any infringement of Qapita’s customers’ or Qapita’s proprietary rights. Further, at Qapita’s sole discretion, any suspected fraudulent, abusive, or illegal activity by You may be referred to law enforcement authorities.
10.4. Qapita shall use appropriate technical and organizational measures to protect the Your Personal Data. The measures used are designed to provide a level of security appropriate to the risk of Processing the data. Qapita shall ensure that any person authorized by Qapita to Process Your Personal Data shall protect it in accordance with Qapita’s confidentiality obligations under these Terms.
10.5. Qapita shall, without undue delay, notify You of any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Your Personal Data processed by Qapita.
10.6. Qapita may perform analytics on Customer Data to improve, enhance, support and operate the Services and compile statistical reports and record insights into usage patterns. You acknowledge that Qapita uses Customer Data for the aforementioned purpose in compliance with applicable laws
10.7. Qapita shall reasonably assist You, at Your expense, in meeting the Your obligations under applicable data protection laws.
11.1. THE SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OR NON-INFRINGEMENT, ARE HEREBY EXCLUDED.
11.2. YOU ACKNOWLEDGES THAT QAPITA DOES NOT WARRANT THAT THE ACCESS TO THE SERVICE, WHICH IS PROVIDED OVER INTERNET AND VARIOUS TELECOMMUNICATIONS NETWORKS, ALL OF WHICH ARE BEYOND QAPITA’S CONTROL, WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO ANY PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST SALES, LOST GOODWILL, LOSS OF USE OR LOST CONTENT, IMPACT ON BUSINESS, BUSINESS INTERRUPTION, LOSS OF ANTICIPATED SAVINGS, LOSS OF BUSINESS OPPORTUNITY) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, BREACH OF STATUTORY DUTY, NEGLIGENCE OR OTHERWISE, EXCEPT PAYMENT OBLIGATIONS OF YOU EVEN IF EITHER PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE FORESEEN SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, QAPITA’S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS, RELATING TO THE SERVICES, WILL BE LIMITED TO AN AMOUNT EQUAL TO THE LOWER OF (A) TWELVE MONTHS OF THE SUBSCRIPTION CHARGES PAID FOR THE SERVICES; OR (B) THE CHARGES PAID BY YOU, FOR THE SERVICES PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY.
13.1. Indemnification by Qapita: Subject to Your compliance with these Terms, Qapita will indemnify and hold You harmless, from and against any claim brought against You by a third-party alleging that the Services You subscribed to infringes or misappropriates such third-party’s valid patent, copyright, or trademark (an “IP Claim”). Qapita shall, at its expense, defend such IP Claim and pay damages finally awarded against You in connection therewith, including the reasonable fees and expenses of the attorneys, provided that (a) You promptly notifies Qapita of the threat or notice of such IP Claim; (b) Qapita has or will have the sole and exclusive control and authority to select defense attorneys, defend and/or settle any such IP Claim; and (c) You fully cooperate with Qapita in connection therewith. Qapita will have no liability or obligation with respect to any IP Claim if such claim is caused by (i) compliance with designs, data, instructions or specifications provided by You; (ii) modification of the Services by anyone other than Qapita; or (iii) the combination, operation or use of the Services with other hardware or software where the Services would not by themselves be infringing. If use of the Services by You has become, or in Qapita’s opinion is likely to become, the subject of any IP Claim, Qapita may at its own option and expense (a) procure for You the right to continue using the Services as set forth hereunder; (b) replace or modify the Services to make it non-infringing; or (c) if options (a) or (b) are not commercially and reasonably practicable as determined by Qapita, terminate Your subscription to the Services and repay You, on a pro-rated basis, any Subscription Charges You have previously paid Qapita for the corresponding unused portion. This clause states Qapita’s sole, exclusive and entire liability to You and constitutes Your sole remedy with respect to an IP Claim brought by reason of access to or use of the Services by You.
Indemnification by You: You will indemnify and hold Qapita harmless against any claim brought by a third-party against Qapita, and its respective employees, officers, directors and agents arising from Your acts or omissions in connection with clause 3 of these Terms provided that (a) Qapita promptly notifies You of the threat or notice of such a claim, (b) You have or will have the sole and exclusive control and authority to select defense attorneys, defend and/or settle any such claim; and (c) Qapita fully cooperates with You in connection therewith. You will have no obligation or liability with respect to any such claim arising out of the gross negligence or wilful misconduct of Qapita.
14.1. Assignment: Except to its affiliates/within its group companies, neither Party may, directly or indirectly, assign all or any part of these Terms or its respective rights under these Terms or delegate performance of its respective duties under these Terms without the prior consent, which consent shall not be unreasonably withheld, of the other party. In the event of assignment to an affiliate, the Party assigning its performance shall promptly intimate the other party of such assignment and shall not default in any of its payment obligations under these Terms. Subject to the foregoing restrictions, these Terms will be fully binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.
14.2. Entire Agreement: These Terms together with any supplementary terms, constitute the entire agreement, and supersede any and all prior agreements between You and Qapita with regard to the subject matter hereof. These Terms shall prevail over the terms or conditions in any purchase order or other order documentation You or any entity that You represent provides (all such terms or conditions being null and void), and, except as expressly stated herein, there are no other agreements, representations, warranties, or commitments which may be relied upon by either Party with respect to the subject matter hereof. In case of a conflict between these Terms and an Order Form, these Terms shall prevail. In case of a conflict between two Order Forms, the Order Form later in date shall prevail.
14.3. Amendment: We may amend these Terms from time to time, in which case the new Terms will supersede prior versions. We will notify You of any material revisions not less than ten (10) days prior to the effective date of any amendments to these Terms and Your continued use of the Services following the effective date of any such amendment may be relied upon by Us as Your acceptance of any such amendment. You can review the most current version of the Terms at any time by visiting this page.
14.4. Severability; No Waiver: If any provision in these Terms is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by applicable law, and the remaining provisions of these Terms shall remain in effect. Qapita’s non-exercise of any right under or provision of these Terms does not constitute a waiver of that right or provision of these Terms.
14.6. Relationship of the Parties: The Parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship among the Parties.
14.6. Survival: All clauses which, by their nature are intended to survive, including without limitation clauses 1 (Definitions), 5 (Intellectual Property Rights), 7 (Charges and Payment), 11 (Disclaimer of Warranties), 12 (Limitation of Liability), 13 (Indemnification), 14 (Miscellaneous) shall survive any termination of Qapita’s agreement with respect to use of the Services by You. Termination shall not limit either Party’s liability for obligations accrued as of or prior to such termination or for any breach of these Terms.
14.7. Notices and Consent to Electronic Communications: All notices to be provided by Qapita to You under these Terms may be delivered in writing (i) by nationally recognized overnight delivery service (“Courier”) or to the contact mailing address provided by You on any Order Form while subscribing to the Services; or (ii) electronic mail to the e-mail address provided for Your Account. Qapita’s address for a notice to Qapita in writing by Courier is Qapita Fintech Pte. Ltd. with its offices at 30 Cecil Street #19-08,Prudential Tower, Singapore 049712 with a CC to email@example.com by electronic mail. All notices shall be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, two (2) business days after being deposited in the mail or with a Courier as permitted above.
14.8. Publicity Rights: You hereby grant Qapita the right to identify Yourself as Qapita’s customer on Qapita’s websites and/or marketing collateral and to include Your use of the Services in case studies.
14.9. Governing Law and Dispute Resolution: These Terms shall be governed by the laws of Singapore without regard to conflict of law principles. Any disputes or differences arising under, relating to or connected with these Terms shall be resolved by mediation first, failing which they shall be resolved by final and binding arbitration in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force.