Capital Pad’s Terms and Conditions
Last Updated: June 19, 2024
Thank you for visiting capitalpad.com. Capitalpad.com and its associated services (collectively, the “Website”) are provided by CapitalPad Manager LLC, a limited liability company organized in the State of Delaware (“Capital Pad”). Throughout the Website, the terms “we”, “us” and “our” refer to Capital Pad. Capital Pad offers this website, including all information, tools, services, and products available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.
By visiting our Website, creating a User Account, and/or using the services provided by our Website, you engage in our “Services” and agree to be bound by the following terms and conditions (“Terms,” or “Agreement”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. This Agreement applies to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.
Please read this Agreement carefully before accessing or using our Website. By accessing or using any part of the site, you agree to be bound by this Agreement, and your use of our Website is expressly made conditional upon your acceptance of the terms and conditions of this Agreement. If you do not agree to all the terms and conditions of this Agreement, then you may not access the Website or use our Services.
Any new products, and any new web features or tools, which are added to the current Website will also be subject to the Terms in this Agreement. You can review the most current version of this Agreement at any time on this page. The information and materials on the Website may contain typographical errors or inaccuracies. We reserve the right to update, change, or replace all or any part of the Terms of this Agreement by posting updates and/or changes to our Website. Upon any update or change to this Agreement, we will provide notice to you via email, if your email address is on file with us. If your email address is not on file with us, or if you have opted out of email communications from us, it is your responsibility to check this page periodically for changes. Your continued use of or access to the Website following the posting of any changes constitutes your manifestation of assent to and acceptance of those changes.
Capital Pad hereby incorporates its Privacy Notice as if fully restated herein. You must review Capital Pad’s Privacy Notice to understand what personal and personally identifiable information Capital Pad may collect from you when you use the Website, create a User Account, or use our Services, and how Capital Pad may use that personal or personally identifiable information.
NOTICE OF ARBITRATION. THESE TERMS AND CONDITIONS CONTAIN AN ARBITRATION PROVISION AND CLASS ACTION WAIVER THAT APPLIES TO ALL CLAIMS EXCEPT FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT OR THOSE THAT CAN BE BROUGHT IN SMALL CLAIMS COURT. EXCEPT AS OTHERWISE STATED UNDER THE TERMS OF THIS AGREEMENT, AND IF YOU DO NOT OPT-OUT OF ARBITRATION AS SET FORTH BELOW, YOU AGREE THAT ANY AND ALL DISPUTES BETWEEN YOU AND Capital Pad WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU WAIVE YOUR RIGHT TO BRING OR RESOLVE ANY DISPUTE AS, OR PARTICIPATE IN, A CLASS, CONSOLIDATED, REPRESENTATIVE, COLLECTIVE, OR PRIVATE ATTORNEY GENERAL ACTION OR ARBITRATION.
- User Eligibility. The Website is open to use to those who are age eighteen (18) or above. By using the Website, you warrant that you are age eighteen (18) or above, are of sound mind, and have the capacity to agree to and uphold the terms and conditions contained within this Agreement. If you use the Website on behalf of a business entity or other third party, you warrant that you express actual authority to act as an agent of that business entity and third party and, as a component of that agency, have the right and ability to agree to the terms of this Agreement on behalf of that third party or business entity. You further warrant that you are not prohibited from entering into this Agreement by the terms of any preexisting agreement.
- Eligibility and User Accounts. Our Website allows select users who seek to connect and engage in private investments to create user accounts (“User Accounts”) that allows users interested in making private investments (“Investors”) the ability to learn more about private individuals searching for investment funds (“Searchers”). These are our “Investment Services.” Investors must be Accredited Investors, as defined by the Securities and Exchange Commission (SEC), who are at least eighteen (18) years of age. We may require you to complete a questionnaire, background check, and verify your identity before providing you with a User Account. We may, in our sole discretion, refuse to offer our Investment Services to any user, and we retain the right to change our eligibility criteria at any time. This provision is void where prohibited by law and the right to access our Investment Services is revoked in such jurisdictions. You agree to provide current, complete, and accurate account information for your User Account. You agree to promptly update your User Account and other information, including your email address and financial information, so that we can complete your transactions and contact you as needed.
- Investor Warranties. By creating a User Account and using our Investment Services, Investors warrant that they are an Accredited Investor. When investing, Investors agree to comply with all applicable securities laws.
- Searcher Warranties. When engaging in our Investment Services by posting Deals, Searchers warrant that they are (1) providing all the material information Investors need to accurately and sufficiently evaluate the Deal, (2) that all such information is accurate, and (3) acknowledge that Investors and Capital Pad are relying on that information to make informed investment decisions.
- Disclaimers. Capital Pad is not a financial institution, exchange, money services business, or creditor. Capital Pad is not or a “broker” or a “dealer” as those terms are defined under the federal Securities Exchange Act of 1934. Capital Pad is not a financial planning advisory service of any kind. Capital Pad does not provide users with tax, legal, financial planning, insurance, accounting, investment, or any other kind of professional advice or services. Nothing provided by our Website should be used as a substitute for the individually tailored advice that can be provided by a licensed professional. You agree to be solely responsible for your use of our Website and any information available therein. Capital Pad encourages you to consult with our own legal, tax, and accounting professionals.
- Deals. The Deals listed on this Website (“Deals”) are only available to Investors with User Accounts. Investors acknowledge that the Deals are not securities but are instead Searchers seeking private investments and are generally in the early stages of development. Investors acknowledge and accept the risks associated with privately investing in such Deals. Investors also acknowledge that past performance of entities, individuals, or products or services included in or related to Deals is not a guarantee of future performance. Investors are solely responsible for completing due diligence review of the Deals listed on the Website before investing. Investment products are not FDIC insured, may lose value, and there is no bank guarantee. A loss of an Investor’s entire investment is possible, and no profit may be realized. There may be no secondary market for the sale of securities.
- Intellectual Property Rights. The Website and its associated trademarks and content are owned and used by Capital Pad, including, but not limited to, Capital Pad’s trademark: CAPITAL PAD ™.
Any use of the Website, its associated trademarks, or its content without the prior written approval of Capital Pad is prohibited. The selection, arrangement, and layout of the Website is the sole and exclusive property of Capital Pad, and any unauthorized copying, public display, public performance, distribution, or derivation, whether in whole or in part, is expressly prohibited.
- User Generated Content. Capital Pad may provide you with the ability to upload, contribute, or transmit user-generated content to or through the Website including, but not limited to, product and services reviews (“User Feedback”). You may also send certain specific submissions per our request (for example, contest entries or promotional submissions) or, if without a request, you may send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, via chatbot, or otherwise (“User Comments”) (User Feedback and User Comments are collectively “User-Generated Content”).
You warrant that your User-Generated Content will not (i) violate any law, statute, regulation, or ordinance, whether local, state, provincial, national, or international, (ii) violate any term or condition of this Agreement, or (iii) violate the rights of third parties, including intellectual property rights and any other personal or proprietary rights.
By submitting User-Generated Content to Capital Pad, you grant us a non-exclusive, irrevocable, royalty free, worldwide, and perpetual license to use your User-Generated Content for the customary and intended purposes of the Services. By submitting User-Generated Content to Capital Pad, you waive all moral rights or rights of publicity or privacy with respect to the User-Generated Content submitted to Capital Pad. When posting User Feedback to the Website, you warrant that your User Generated Feedback will be accurate, truthful, non-deceptive, and complete.
You agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any User Comments that you forward to us. We are and shall be under no obligation (1) to maintain any User Comments in confidence; (2) to pay compensation for any User Comments; or (3) to respond to any User Comments.
Capital Pad assumes no responsibility, and cannot be held liable for, User-Generated Content or the conduct of any users that submits User-Generated Content to Capital Pad.
- Acceptable Use Policy. When you use the Website, you agree to use it only for its customary and intended purposes and as permitted by the terms of this Agreement and any applicable law, regulation, statute, or ordinance. Additionally, you agree that you are responsible for any breach of your obligations under the terms of this Agreement and for any losses suffered by Capital Pad for such a breach, including, but not limited to, monetary damages, costs, and attorneys’ fees. You are expressly prohibited from using the Website to violate any law, statute, ordinance, regulation, or treaty, whether local, state, provincial, national, or international, or to violate the rights of a third party, including, but not limited to, intellectual property rights, privacy rights, rights of publicity, or other personal or proprietary rights. Additionally, you are expressly prohibited from:
- Attempting to access the Website other than through a standard web browser unless you have been permitted to do so by Capital Pad through a separate, written agreement (this restriction does not apply to search engines that comply with Capital Pad’s robots.txt file);
- Accessing or attempting to access the Website through automated means (this restriction does not apply to search engines that comply with Capital Pad’s robots.txt file);
- Circumventing the technological protection measures of the Website;
- Posting or transmitting content intended to collect personal or personally identifiable information from users of the Website or third parties;
- Disrupting or otherwise interfering with the Website or its associated servers or networks;
- Scraping, reproducing, republishing, selling, reselling, duplicating, or trading the Website or its content;
- Diverting or attempting to divert customers of the Website to another website or service;
- Sending unsolicited or unauthorized communications to users of the Website or third parties;
- Transmitting content to the Website that is false, inaccurate, misleading, tortious, defamatory, vulgar, obscene, libelous, invasive, hateful, or otherwise objectionable;
- Reverse engineering, decompiling, translating, or disassembling the Website or its content; and
- Encouraging or assisting any other party to do anything in violation of the terms of this Agreement.
Capital Pad reserves the right to modify, amend, or terminate the Website or its associated content at any time and without prior notice. Capital Pad also reserves the right to refuse service or access to the Website to any person or business entity at any time and without notice.
- Capital Pad as Service Provider. You understand and agree that Capital Pad provides the Website as a service and will not be held liable for and takes no responsibility for any interactions by and between users of the Website. You understand and agree that Capital Pad is an interactive computer service as those terms are defined under Section 230 of the Communications Decency Act and that Capital Pad cannot be held liable for any commercial or personal torts in its role as a publisher of information provided by third parties. Though Capital Pad may edit, remove, or control the content submitted to and displayed through the Website by third parties, it will not be held liable for that content. The Website may contain links to third-party websites. The inclusion of such links does not imply approval or endorsement of the linked site by Capital Pad.
- Copyright and DMCA Policy. Capital Pad will take down works in response to Digital Millennium Copyright Act (“DMCA”) takedown notices and/or other intellectual property infringement claims and will terminate a user’s access to the Website if the user is determined to be a repeat infringer. If you believe that your content has been copied in a way that constitutes copyright or trademark infringement, or violates your publicity or other intellectual property rights, please submit a written notice to our designated copyright agent at:
2028 East Ben White Boulevard
#240-8228
Austin, TX 78741
Or email our designated agent at privacy@capitalpad.com with the subject line DMCA TAKEDOWN NOTICE.
For us to process your infringement claim regarding content on the Website, you must be the rightsholder or someone authorized to act on behalf of the rightsholder. Your takedown notices and/or other intellectual property infringement claims must be properly formatted and must include, without limitation, the following information:
(a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(b) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works are covered by a single notification, a representative list of such works);
(c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow us to locate the material on the Website;
(d) the name, address, telephone number and email address (if available) of the complaining party;
(e) 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
(f) 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.
For more information about compliant DMCA notices and counter-notices, please visit http://www.copyright.gov/.
Upon receipt of a valid notice, we will forward your notice of intellectual property infringement, including your contact information, to the party who will have their content removed so they understand why it is no longer available on the Website and can also contact you to resolve any dispute.
It is our policy to: (a) remove or disable access to material that we believe in good faith, upon notice from an intellectual property rights owner or authorized agent, is infringing the intellectual property rights of a third party by being made available through the Website; and (b) in appropriate circumstances, to terminate the accounts of and block access to the Website by any user who repeatedly or egregiously infringes other people’s copyright or other intellectual property rights. Capital Pad will terminate the accounts of users that are determined by us, in our sole discretion, to be repeat infringers.
- Third-Party Websites. You acknowledge and agree that the Website may contain links to third-party websites or content that Capital Pad does not own or control. You are advised to review the terms and conditions of any third-party websites or content linked to through the Website, and you agree that Capital Pad will not be responsible for websites not under the ownership or control of Capital Pad.
- Termination. Capital Pad may terminate your access to this Website at any time, with or without cause, and with or without notice. You may terminate your use of the Website at any time. You may terminate your Investor Account by following the instructions found in your account webpage.
- Disclaimer of Warranties and Limitation of Liability.
- YOU ACKNOWLEDGE AND AGREE THAT THE WEBSITE IS PROVIDED ON AN “AS-IS” BASIS AND WITHOUT WARRANTY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY, AND NON-INFRINGEMENT. WHEREVER PERMITTED BY LAW, YOU ACKNOWLEDGE THAT Capital Pad WILL NOT BE HELD RESPONSIBLE OR LIABLE FOR ANY CLAIMS, DAMAGES, JUDGMENTS, CHARGES, OR FEES ARISING OUT OF OR RELATED TO YOUR USE OF OR ACCESS TO THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, COMPENSATORY DAMAGES, CONSEQUENTIAL DAMAGES, SPECIAL DAMAGES, INCIDENTAL DAMAGES, PUNITIVE DAMAGES, EXEMPLARY DAMAGES, COSTS AND ATTORNEYS’ FEES, DAMAGES ARISING OUT OF ERRORS OR OMISSIONS, AND DAMAGES ARISING OUT OF THE UNAVAILABILITY OF THE WEBSITE OR DOWNTIME. YOU ACKNOWLEDGE THAT YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH SERVICES IS TO STOP USING THE SERVICES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSIONS MAY NOT APPLY TO YOU. IF YOU ARE LOCATED IN SUCH A JURISDICTION, YOU ARE ADVISED TO SEEK LEGAL ADVICE TO DETERMINE IF THIS EXCLUSION APPLIES TO YOU.
- Capital pad has no special relationship with or fiduciary duty to you. capital pad has no control over and has no duty to take any action regarding: (1) what Content you access on the website; (2) how the content may affect you; (3) how you interpret or use the Content; (4) or what actions you take having been exposed to the Content. capital pad makes no representations concerning any Content contained in or accessed through the website, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the website. CAPITAL PAD DOES NOT INDEPENDENTLY VERIFY DEAL-SPECIFIC INFORMATION LISTED ON THE WEBSITE AND YOU ARE RESPONSIBLE FOR YOUR OWN DUE DILIGENCE.
- Capital Pad WILL NOT BE LIABLE TO YOU UNDER ANY LEGAL THEORY, WHETHER IN WARRANTY, CONTRACT, STRICT LIABILITY, TORT, OR NEGLIGENCE, FOR ANY DAMAGES, CLAIMS, INJURIES, JUDGMENTS, COSTS, OR LIABILITIES OF ANY KIND ARISING OUT OF OR RELATED TO YOUR USE OR MISUSE OF PRODUCTS PURCHASED THROUGH THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, DAMAGE TO PROPERTY, LOSS OF BUSINESS, LOSS OF INCOME, SPECIAL DAMAGES, INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES, PUNITIVE DAMAGES, OR EXEMPLARY DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE.
- Indemnification. You agree to indemnify, defend, and hold harmless Capital Pad, its officers, shareholders, directors, employees, subsidiaries, affiliates, and representatives from any and all losses, including, but not limited to, costs and attorneys’ fees, arising out of or related to (i) your use of the Website, (ii) your use or misuse of Services through and/or offered by the Website; (iii) your violation of any term or condition of this Agreement; (iv) your violation of the rights of third parties, including, but not limited to, intellectual property rights or other personal or proprietary rights; and (v) your violation of any law, statute, ordinance, regulation, or treaty, whether local, state, provincial, national, or international. Your obligation to defend Capital Pad will not provide you with the ability to control Capital Pad’s defense, and Capital Pad reserves the right to control its defense, including its choice of counsel and whether to litigate or settle a claim subject to indemnification.
- Choice of Law and Stipulation to Jurisdiction.
- You and Capital Pad agree that any dispute arising out of or related to this Agreement or your use of the Website, including, but not limited to, your purchase or use of products through the Website, will be governed by the laws of the State of Delaware, without regard to its conflict of laws rules. Specifically, the validity, interpretation, and performance of this Agreement will not be governed by the United Nations Convention on the International Sale of Goods. Except for claims for injunctive relief by either party, you and Capital Pad agree that any dispute or controversy arising out of, in relation to, or in connection with this Agreement or your use of the Website including, without limitation, any and all disputes, claims (whether in tort, contract, statutory, or otherwise), or disagreements concerning the existence, breach, interpretation, application, or termination of this Agreement, shall be finally resolved by binding arbitration through the platform provided by New Era ADR, Inc. (https://app.neweraadr.com/) (the “New Era Platform”) in accordance with its rules and procedures for “Virtual Expedited Arbitrations” by a professional neutral(s) with substantial experience in resolving commercial disputes (the “Neutral”). The Neutral shall be chosen in accordance with the rules and procedures of the New Era Platform.
- This arbitration will be conducted in the English language. The decision of the Neutral will be final and binding on the parties and judgment on any award(s) rendered by the Neutral may be entered in any court having jurisdiction thereof. Nothing in this section will prevent either party from seeking immediate injunctive relief from any court of competent jurisdiction, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate. The parties undertake to keep confidential all awards in their arbitration, together with all confidential information, all materials in the proceedings created for the purpose of the arbitration and all other documents produced by the other party in the proceedings and not otherwise in the public domain, save and to the extent that disclosure may be required of a party by legal duty, to protect or pursue a legal right or to enforce or challenge an award in legal proceedings before a court or other judicial authority. The Neutral shall award all fees and expenses, including reasonable attorney’s fees, to the prevailing party. Any judgment rendered by the Neutral may be entered in any court of competent jurisdiction.
- ANY DISPUTE RESOLUTION PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OF SERVICES THROUGH AND/OR OFFERED BY THE WEBSITE, WHETHER IN ARBITRATION OR OTHERWISE, SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION, AND YOU AND CAPITAL PAD EXPRESSLY AGREE THAT CLASS ACTION AND REPRESENTATIVE ACTION PROCEDURES SHALL NOT BE ASSERTED IN OR APPLY TO ANY ARBITRATION PURSUANT TO THESE TERMS.
- Any claims must be brought within one year of each applicable invoice or will otherwise be barred.
- Any claims not subject to arbitration under this Agreement must be brought in New Castle County, Delaware and will be governed by the laws of the State of Delaware without regard to its conflict of laws rules. By using the Website and agreeing to these terms, you waive any argument regarding improper venue.
- Force Majeure. Capital Pad will not be responsible for any delay or failure in performance of the Website or its associated products arising out of any cause beyond Capital Pad’s control, such as acts of God, war, riots, fire, terrorist attacks, pandemics, power outages, severe weather, or other accidents.
- Survivability. The representations, warranties, duties, and covenants made by you under this Agreement will survive the termination of this Agreement or the Website, including, but not limited to, your duty to indemnify and defend Capital Pad.
- Interpretation. This Agreement will be deemed to have been drafted by both parties, and the terms and conditions of this Agreement will not be interpreted against its drafter.
- Assignment. You are expressly prohibited from assigning your rights and duties under this Agreement. Capital Pad reserves the right to assign its rights and duties under this Agreement, including in a sale of Capital Pad or its Website.
- Waiver and Integration. No term or condition of this Agreement or breach of this Agreement will be deemed to have been waived or consented to unless said waiver is writing and signed by the party to be charged. This Agreement is the entire agreement between the parties and supersedes all previous agreements or representations between the parties.