THESE TERMS OF SERVICE (THE "TERMS") FORM A LEGAL CONTRACT BETWEEN YOU ("YOU" OR "YOUR") AND DARK POOLS AI CORP T/A EASY CAPTABLE AND ITS AFFILIATES AND SUBSIDIARIES (TOGETHER, "EASY CAPTABLE"). THESE TERMS APPLY EACH TIME YOU USE OR ACCESS EASY CAPTABLE'S WEBSITES, ONLINE PLATFORM SERVICE, SERVICES, MOBILE APPLICATION, AND ASSOCIATED WEBPAGES, PORTALS, APPLICATIONS, FEATURES, AND CONTENT (collectively, the "Content").
YOU SHOULD READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY, BECAUSE THEY GOVERN YOUR USE OF THE CONTENT AND ITS FUNCTIONALITY. IN PARTICULAR, THESE TERMS CONTAIN AN ARBITRATION PROVISION THAT WAIVES YOUR RIGHT TO A COURT HEARING AND/OR A JURY TRIAL, AND A CLASS ACTION WAIVER THAT WAIVES YOUR RIGHT TO PARTICIPATE IN ANY CLASS ACTION LAWSUIT TO ENFORCE THIS CONTRACT.
IF YOU DO NOT AGREE WITH THESE TERMS, YOU ARE NOT GRANTED PERMISSION TO ACCESS OR USE THE CONTENT AND ARE INSTRUCTED TO EXIT AND/OR UNINSTALL THE CONTENT IMMEDIATELY.
WE MAY REVISE THESE TERMS FROM TIME TO TIME. WE WILL NOTIFY YOU OF ANY CHANGES BY POSTING THE NEW TERMS ON THIS PAGE WITH A NEW EFFECTIVE DATE, SO PLEASE REVIEW THESE TERMS ON A PERIODIC BASIS. IF YOU DO NOT AGREE TO THESE REVISED TERMS, YOU MUST STOP USING THE CONTENT. YOUR CONTINUED USE OF THE CONTENT AFTER THE POSTING OF ANY CHANGES CONSTITUTES THE ACCEPTANCE OF THOSE CHANGES.
## License Grant and Restrictions
These Terms provide You with a personal, revocable, limited, non-exclusive, non-sublicensable, and non-transferable license to use and access the Content during the Term. This license is solely for Your personal, internal business use, conditioned on Your continued compliance with all provisions of these Terms. This includes any external terms and documentation linked or referenced herein.
When using the Content, You shall not directly or indirectly:
• use the Content to create any service, software or documentation that performs substantially the same functionality as the Content or otherwise competes with or causes harm to Easy CapTable's products, services, or other business operations;
• disassemble, decompile, reverse-engineer, or use any other means to attempt to discover any source code, algorithms, trade secrets, or applications underlying the Content or any of its webpages, content, or features;
• encumber, sublicense, transfer, distribute, rent, lease, time-share, or use the Content in any service bureau arrangement or otherwise for the benefit of any third party;
• adapt, combine, create derivative works of, or otherwise modify the Content;
• disable, circumvent, or otherwise avoid or undermine any security or authentication device, mechanism, protocol, or procedure implemented in the Content;
• misrepresent Your affiliation with or impersonate any person or entity;
• harass or abuse Easy CapTable personnel or representatives or agents providing services on behalf of Easy CapTable;
• use or access the Content for any unlawful, fraudulent, deceptive, tortious, malicious, or otherwise harmful or injurious purpose;
• remove, obscure, deface, or alter any proprietary rights notices on any element of the Content or accompanying documentation;
• use the Content in any manner which could damage, disable, overburden, or impair the Content or interfere with any third party's authorized use of the Content;
• engage in any "data mining," "deep-link," "page-scrape," "crawls," or use "bots," "spiders," or similar data gathering and extraction tools or methods in connection with the Content (through use of manual or automated means);
• use the Content or any data, output, or other information received or derived from the Content, to directly or indirectly create, train, test or otherwise improve any machine learning algorithms or artificial intelligence system, including but not limited to any architectures, models or weights; or
• probe, scan, or test the vulnerability of the Content or any systems or network infrastructure connected with the Content, including without limitation by stress testing or penetration testing.
## User Obligations
You represent that You are of the legal age to enter into these terms. You agree to at all times provide true, accurate, current, and complete information (which You have all necessary rights, permission(s), prior express consent, or authority to provide) when submitting information through the Content.
In addition, You are responsible for compliance with all applicable laws, rules, and regulations, including but not limited to all laws and regulations governing consumer protection, unfair competition, commercial electronic mail (email) and messages, advertising, privacy, and information security with respect to Your use of the Content.
If You access the Content on behalf of any organization, Your organization will be bound to these Terms and be liable for any breach by You, and You represent that You have all rights, power, and authority to agree to these Terms on behalf of Your organization.
The Content is not intended for use or access by any individual under the age of thirteen (13) years, and Easy CapTable does not knowingly, willingly, or intentionally collect personal information from such individuals in any medium for any purpose.
## Your Account
You may be required to register an account to use the Content or certain features of the Content. Each registration is for a single natural person user only, unless otherwise expressly agreed by Easy CapTable.
Registration may also require access credentials, such as a username and a password, and You hereby agree to treat Your access credentials as confidential and not to disclose them to any third party. You must immediately notify Easy CapTable if You suspect or become aware of any loss, theft, or unauthorized use of Your login credentials.
Easy CapTable will not be liable for any loss or damage arising from Your failure (whether intentional or unintentional) to comply with these obligations. You must maintain and promptly update Your submitted account information to ensure that such information is complete, true, accurate, and current.
Easy CapTable reserves the right to suspend or terminate Your account and/or pending registration if Easy CapTable believes that any information You have submitted is or may be inaccurate or incomplete, or that Your registration, account, or use of the Content violates applicable law or these Terms.
## Electronic Communications
Easy CapTable may send emails or other electronic messages to You. You agree that any electronic communications will constitute valid legal notices satisfying any requirement that notices be in writing.
## Electronic Signature Consent
You agree Your electronic signature is the legal equivalent of Your manual signature. You further agree that Your use of a keypad, mouse or other device to select an item, button, icon or similar act/action, or to otherwise provide Easy CapTable, or in accessing or making any transaction regarding any agreement, acknowledgment, consent terms, disclosures or conditions constitutes Your signature (hereafter referred to as "E-Signature"), acceptance and agreement as if actually signed by You in writing.
You also agree that no certification authority or other third-party verification is necessary to validate Your E-Signature and that the lack of such certification or third-party verification will not in any way affect the enforceability of Your E-Signature or any resulting contract between You and Easy CapTable.
You further agree that each use of Your E-Signature in obtaining an account with Easy CapTable constitutes Your agreement to be bound by the terms and conditions of Easy CapTable's Terms of Service and Privacy Policy as they exist on the date of Your E-Signature.
## Data Privacy
You agree that use of and access to the Content may require You to provide (and that we may use and disseminate) personally identifiable information, including Your personal contact information. Please refer to Easy CapTable's Privacy Policy, available at https://easycaptable.com/privacy (as updated from time to time), for a summary of Easy CapTable's policies and use practices regarding personally identifiable information.
## Proprietary Rights
Easy CapTable (or its third-party licensors) owns all the content included as part of the Content, such as text, graphics, logos, and images, as well as the compilation thereof, and any software or other proprietary materials used on or integrated with the Content. This material is protected by domestic and international laws governing intellectual property and proprietary rights. Easy CapTable reserves all rights in the Content not expressly granted herein.
You agree that You do not acquire, and Easy CapTable does not grant You, any ownership rights in any part of the Content under these Terms or through Your use of the Content.
## Disclaimers and Excluded Liability
EASY CAPTABLE DOES NOT REPRESENT OR WARRANT THAT THE CONTENT WILL OPERATE ERROR-FREE OR ON AN UNINTERRUPTED BASIS. THE CONTENT IS PROVIDED "AS IS" AND "AS AVAILABLE," AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, EASY CAPTABLE HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
EASY CAPTABLE DOES NOT WARRANT THAT THE CONTENT WILL MEET YOUR EXPECTATIONS, SPECIFICATIONS, OR REQUIREMENTS, OR THAT THE CONTENT WILL BE FREE OF VIRUSES, MALWARE, OR ERRORS. EASY CAPTABLE FURTHER EXPRESSLY DISCLAIMS ANY WARRANTY REGARDING THE LOSS OR CORRUPTION OF DATA OR CONTENT UPLOADED TO, STORED BY, OR TRANSMITTED BY THE CONTENT OR SERVICES, INCLUDING WITHOUT LIMITATION ANY SUBMISSIONS.
IN NO EVENT SHALL EASY CAPTABLE BE LIABLE HEREUNDER, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STATUTORY LIABILITY OR OTHERWISE), FOR ANY: (A) LOSS OR INACCURACY OF DATA, LOSS, OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES, OR ANY INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS, REVENUES, PROFITS AND/OR GOODWILL, EVEN IF SUCH DAMAGES WERE REASONABLY FORESEEABLE OR IF EASY CAPTABLE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) DAMAGES WHICH, IN THE AGGREGATE, EXCEED (I) THE TOTAL AMOUNTS PAID BY YOU TO EASY CAPTABLE FOR USE OF THE CONTENT OVER THE SIX (6) MONTHS IMMEDIATELY PRIOR TO THE DATE ON WHICH THE APPLICABLE CLAIM OR CAUSE OF ACTION FIRST ACCRUED, OR (II) IF THERE IS NO SUCH AMOUNT PAID, TEN U.S. DOLLARS (USD$10.00).
THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE INSUFFICIENCY OR FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY PROVIDED HEREIN.
CERTAIN JURISDICTIONS AND LAWS MAY NOT PERMIT SOME OR ALL OF THE DISCLAIMERS OF LIABILITY SET FORTH IN THIS SECTION. IN THE EVENT THAT SUCH A JURISDICTION OR LAW APPLIES TO THE SUBJECT MATTER OF THESE TERMS, THE FOREGOING DISCLAIMERS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
## Governing Law and Venue
These Terms are governed by the laws of the State of California, United States of America, without reference to its principles of conflict of laws. The Content may not be used or accessed from or in any jurisdiction that does not give effect to all provisions of these Terms, including without limitation this paragraph.
Subject to the arbitration requirements set forth above, any claim, suit, or other proceeding arising under or in connection with these Terms shall be brought exclusively before the state and federal courts sitting in San Francisco, California and You consent to the exclusive jurisdiction of such courts for the final resolution thereof.
## Arbitration
In the event the parties hereto are not able to resolve any dispute between them arising out of or concerning these Terms, whether arising in contract, tort, or any other legal theory, then such dispute shall be resolved exclusively through final, binding, and confidential arbitration pursuant to the Federal Arbitration Act.
This arbitration will be conducted by a single neutral arbitrator and administered under the Commercial Arbitration Rules of the American Arbitration Association. The exclusive site of such arbitration shall be in San Francisco County, California.
The arbitrator's award shall be final, and judgment may be entered upon it in any court having jurisdiction. The prevailing party shall be entitled to recover its costs and reasonable attorneys' fees. The entire dispute, including the scope and enforceability of this arbitration provision, shall be determined by the arbitrator. This arbitration provision shall survive the termination of these Terms for any reason.
## Class Action Waiver
BY USING THIS SITE AND AGREEING TO THESE TERMS, YOU HEREBY WILLINGLY, EXPRESSLY, AND KNOWINGLY WAIVE ALL RIGHT TO BRING OR PARTICIPATE IN ANY CLASS-ACTION LAWSUIT, CLASS-WIDE ARBITRATION, OR PRIVATE ATTORNEY-GENERAL ACTION BROUGHT UNDER OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE CONTENT.
YOU MAY NOT BRING ANY CLAIM, SUIT, OR OTHER PROCEEDING TO ENFORCE THESE TERMS AS THE MEMBER OF ANY CLASS OR AS PART OF ANY SIMILAR COLLECTIVE OR CONSOLIDATED ACTION.
## Contact Us
If You have any questions or comments regarding these Terms, please contact Easy CapTable at:
Email: legal@easycaptable.com
Address: 1111B S Governors Ave STE 28692, Dover, DE 19904