Terms of Use

1. Acceptance of Terms

These Terms and Conditions ("Terms") govern your use of the Capdex website located at https://www.capdex.com ("Website") and the associated services ("Service"). By accessing the Website or Service, you ("Client" or "you") agree to be bound by these Terms. If you do not agree, you must discontinue use of the Service immediately.

2. Definitions

• "Client" refers to the entity or individual subscribing to the Service.
• "User" refers to any individual authorized by the Client to access the Service.
• "Data" includes all information, profiles, analytics, and intelligence accessible within the Service, including information derived from publicly available sources.

3. Registration and User Security

(a) Users may be provided unique usernames and passwords by Capdex. These credentials are confidential and specific to each User.

(b) The Client is responsible for preventing unauthorized access to its accounts and must notify Capdex immediately of any security breach.

(c) Where the applicable Order Form or invoice specifies a number of User seats, access is licensed on a per-seat, named-User basis. The Client allocates seats to individual Users by email address and may reassign a seat to a different individual when personnel change, at no additional charge, by notifying Capdex. Each seat may be used by one named individual at a time, and credentials may not be shared.

4. Subscription and License

(a) Capdex grants the Client a non-exclusive, non-transferable, revocable license to use the Service solely for internal business purposes, subject to these Terms.

(b) The Client shall not:

• Reverse engineer, decompile, modify, or create derivative works of the Service;
• Provide or permit access to the Service by unauthorized third parties;
• Use Data for resale, redistribution, or other unauthorized commercial uses.

5. Service Access and Data Integrity

(a) Capdex may modify, update, or discontinue aspects of the Service at any time. Capdex will provide reasonable notice of material changes where practical.

(b) Capdex strives to maintain accurate and timely Data but makes no representations or warranties regarding completeness, accuracy, or timeliness.

(c) The Service is provided for informational purposes only and does not constitute investment, legal, tax, or other professional advice. The Client acknowledges that the Data should not be the sole basis for any business or investment decision and that Capdex shall not be liable for any decisions made or actions taken in reliance on the Data.

6. Fees and Payments

(a) Fees for the Service are specified in the applicable Order Form or invoice and are due within 30 days of invoice.

(b) Capdex may suspend access to the Service for payments overdue by more than 30 days.

7. Intellectual Property Rights

(a) All intellectual property rights in the Website, Service, and Data belong exclusively to Capdex.

(b) Any permitted excerpts or references to Data must clearly credit Capdex as the source.

(c) The Client may include limited excerpts of Data in internal reports, presentations, or materials shared with third parties, provided that all such use includes the attribution "Source: Capdex" and does not reproduce a substantial portion of the Data such that it could serve as a substitute for the Service.

8. Confidentiality

(a) Both parties agree to treat all non-public information exchanged under these Terms as confidential.

(b) Confidential information does not include information that (i) is publicly available, (ii) is acquired independently without breach of these Terms, or (iii) is lawfully obtained from a third party.

9. Use of Data and Restrictions

9.1 Client Usage Restrictions

Clients and Users shall not:

• Use automated scripts, bots, spiders, or crawlers to access or extract Data from the Service;
• Upload, submit, or attempt to integrate Data into third-party systems without Capdex's written authorization.
• Access the Service at a volume or frequency that exceeds reasonable use, including systematic downloading, bulk exporting, or manual extraction of substantial portions of the Data. Capdex reserves the right to throttle or suspend access if usage patterns indicate an attempt to replicate or extract the database.

9.2 Public Source Data

Capdex may collect, process, index, and display information that is publicly available in a business or professional context, including information published on corporate websites, regulatory filings, press releases, professional directories, or other sources where information is intentionally made public.

Capdex does not access or circumvent authentication barriers, paywalls, robots.txt directives, or technical access controls.

9.3 User-Submitted Information

Clients and Users agree not to upload or submit private personal information such as personal phone numbers, non-business email addresses, or sensitive personal data unless they have the legal right to do so and such information is intended for professional use.

9.4 No Automated Access, Scraping, or Data Mining

The following restrictions apply to any person or entity that accesses the Website, the Service, or any Data — whether or not a Client or authorized User, and whether the Data is reached through authenticated areas of the Service or through publicly accessible pages. Except with Capdex's prior written consent, you shall not:

• Use any robot, spider, crawler, scraper, bot, headless browser, automated agent, or other automatic device or manual process to access, search, monitor, index, harvest, scrape, copy, cache, or extract any portion of the Website, the Service, or the Data;
• Access, retrieve, or store the Data at a volume or frequency, or in a manner, that exceeds what an individual could reasonably accomplish through a generally available web browser, or that is designed to compile, replicate, or reconstruct all or a substantial portion of the Data or any underlying database;
• Circumvent, disable, or interfere with any rate-limiting, access control, or other technical or security measure that protects the Website, the Service, or the Data, or disregard any machine-readable access or usage directive that Capdex publishes;
• Frame or mirror any portion of the Website, the Service, or the Data, or remove, obscure, or alter any proprietary or attribution notice.

Capdex reserves the right to throttle, block, or suspend access — including by IP address, device, network, or account — where usage patterns indicate automated access, bulk extraction, or an attempt to replicate the Data or any underlying database.

9.5 Text-and-Data-Mining and AI Reservation

Except with Capdex's prior written consent, you shall not use, and shall not permit any third party or automated system to use, the Data — in whole or in substantial part — to train, develop, or build any model, dataset, index, product, or service that reproduces, substitutes for, or competes with the Data or the Service. Capdex expressly reserves all rights, including under Article 4 of Directive (EU) 2019/790 and any comparable text-and-data-mining or automated-analysis exception under applicable law, and grants no license or permission for text and data mining or automated analysis of the Data, including where that reservation is expressed by machine-readable means.

For clarity, the restrictions in Sections 9.4 and 9.5 are not intended to prohibit good-faith indexing or real-time citation by search engines or AI assistants that attribute Capdex and link back to the source; Capdex may permit or restrict automated access by machine-readable means. Nothing in these Terms limits any additional right or remedy available to Capdex under copyright, contract, misappropriation, or other applicable law.

9.6 No Competing or Substitute Products

You shall not use, and shall not permit any third party to use, the Website, the Service, or any Data to build or enhance any product, service, dataset, index, or model that competes with, substitutes for, or is commercially prejudicial to Capdex. Without limiting the foregoing, you shall not copy, harvest, or redistribute the Data, or any aggregated compilation or substantial portion of it, in any manner that could serve as a substitute for the Service.

10. Limitation of Liability

(a) Capdex shall not be liable for any indirect, consequential, incidental, punitive, or special damages arising out of or related to the Service.

(b) Capdex's total liability for any claim shall not exceed the total fees paid by the Client during the twelve (12) months preceding the event giving rise to the claim.

11. Indemnification

The Client agrees to indemnify, defend, and hold harmless Capdex from any claims, damages, liabilities, or expenses arising out of:

• Misuse of the Service or Data;
• Unauthorized access or use by the Client or its Users;
• Breach of these Terms.

12. Term and Termination

(a) Subscription terms commence upon the start date specified in the Order Form and renew automatically each year unless either party provides at least 30 days' written notice before renewal. Capdex may adjust pricing upon renewal with 30 days' written notice prior to the renewal date.

(b) Capdex may terminate access immediately in the event of a breach of these Terms.

(c) Upon termination or expiration of the subscription for any reason, the Client shall immediately cease using the Service and, within 30 days, delete or destroy all copies of Data downloaded or extracted from the Service, except where retention is required by law. Upon written request, Capdex will delete the Client's submitted data (including the Client's shared workspaces, deals, lists, and uploaded materials) within 30 days of termination. This deletion obligation does not extend to individual Users' personal workspaces, which are governed by Section 12(d).

(d) Departure of an individual User. Notwithstanding Section 12(c), when a User ceases to be authorized by the Client (for example, on leaving the Client's organization), the Client should notify Capdex promptly; Capdex will end that User's access and the seat becomes available for reassignment under Section 3(c). Where the Client is an organization, every deal created under the Client's subscription is a record of the Client's business, whether or not other Users were invited to it, and remains available to the Client's remaining and replacement Users together with its associated files, contacts, stages, and activity. Notes and contact-activity history created by the departing User in the course of the Client's business are likewise retained for the Client, on the Client's records-retention schedule, and Capdex will produce such records to the Client on the Client's written request. The departing User's personal workspace (private watchlists, lists, saved searches, and personal contacts) is retained by Capdex in a dormant state attached to that individual's account, with no access, and may be reactivated only under a subsequent subscription, whether purchased by that individual's new employer or by the individual; reactivation does not restore access to the Client's business records. Where the Customer is an individual person rather than an organization, this Section 12(d) does not apply: that individual's deals and workspace remain their own regardless of who employs them. Unless the Client's Order Form or a separate agreement with Capdex provides otherwise, no Client consent is required for such reactivation. Deletion of a dormant account remains available to the individual under applicable data protection law, and does not extend to records retained for the Client under this Section.

13. Data Protection and Privacy

Both parties agree to comply with applicable data protection laws. Details on Capdex's handling of personal information are provided in the Capdex Privacy Policy, incorporated by reference into these Terms.

14. Usage Analytics and Aggregate Data

Capdex may collect and analyze anonymized, aggregated usage data to improve the Service, enhance security, and develop insights. Such data is the exclusive intellectual property of Capdex.

15. Usage Monitoring

(a) Capdex reserves the right to monitor usage of the Service to verify compliance with these Terms, including the number of authorized Users and adherence to the Client's licensed scope. If monitoring reveals usage that materially exceeds the licensed parameters, Capdex may require the Client to purchase additional licenses or adjust Fees to reflect actual usage.

(b) Upon reasonable request, the Client shall provide Capdex with information necessary to verify compliance with the licensed scope, including confirmation of the number and identity of active Users.

16. Force Majeure

Neither party shall be liable for delays or failures caused by events beyond reasonable control, including natural disasters, labor disputes, government actions, or network failures.

17. Notices

All notices must be provided in writing and sent via email or registered mail to the addresses listed in the applicable Order Form or invoice.

18. Amendments

Capdex may update these Terms periodically. Updated Terms become effective upon renewal of the Client's subscription unless otherwise agreed.

19. Assignment

Clients may not assign or transfer their rights or obligations under these Terms without Capdex's prior written consent. Capdex may assign its rights or obligations in connection with a merger, acquisition, or corporate reorganization.

20. Governing Law and Jurisdiction

These Terms shall be governed by the laws of the State of Delaware. Prior to initiating any legal proceeding, the parties agree to attempt resolution through good-faith mediation administered by a mutually agreed mediator within 30 days of written notice of the dispute. If mediation is unsuccessful, disputes shall be resolved through binding arbitration under the rules of the American Arbitration Association, conducted in Delaware. Either party may seek injunctive relief in the state or federal courts located in Delaware without first pursuing mediation or arbitration.

21. Entire Agreement

These Terms, together with the Privacy Policy, applicable Order Forms, and invoices, constitute the entire agreement between the parties regarding the Service.

Contact Information

Capdex Legal Department

Email: legal@capdex.com