We reserve the right at any time, with or without cause, to:
- change the terms and conditions of this Agreement;
- change the Website;
- change the Services (including any Software (as defined below) required to use the Services);
- or deny or terminate your use of and/or access to the Website or Services.
- Permitted Use of Services
The services made available on, by or through the Website, which include or may include, without limitation, Capy registration, authentication of human interaction software services and other internet security related services (collectively, the “Services”), as well as any information provided on, by or through the Website or as part of or in connection with the Services or otherwise, including but not limited to data, text, graphics, designs, logos, images, audio/visual materials, links and references (collectively, the “Information”), are provided for your use only for purposes of authentication of human interactions on Capy enabled websites. Without the written consent of Capy, no Information or any other Capy materials or property may be copied, reproduced, displayed, republished, downloaded, posted, digitized, translated, modified, transmitted, distributed or commercially exploited in any way, except as expressly permitted herein.
- Registration and Account Security
- License to You
Subject to the terms of this Agreement, we grant you a non-exclusive, non-transferable, right and license to use the Services in accordance with the terms of this Agreement. Some of our Services may require you to download a client software package (“Software”). If you are accessing the Service on a Capy enabled site that requires use of the Software to use the Service, we grant you a limited, non-exclusive, non-transferable, revocable license to use the Software solely for purposes of accessing and using the Service. Your license to use the Service or the Software is automatically revoked if you violate this Agreement.
- License to Capy
You hereby grant to Capy a royalty-free, irrevocable, world-wide, non-exclusive right and license to communicate with your Capy enabled site to perform our Services on your Capy enabled site.
- Fees and Payments
For a detailed description of the fees and terms of payment for Capy Services please see our Fees and Payments Terms (which can be accessed at www.capy.me/products/). When you elect to purchase Capy Services, you are agreeing that you will fulfill you obligation to pay for the Service by the date on which the payment is due and that we have your permission to charge you for the Capy Services you have ordered using the established payment method and the information you provide that is stored in your account as of the date of payment. Your promise of payment and our right to collect payment includes any additional costs we may incur in connection with payment collection. If any tax or charge applicable to a purchase is not charged by us, you acknowledge that you are solely responsible for paying the tax or charge.
- Acceptable Use Policy
You agree not to use the Information, Services or the Website to take any action or actions that:
- are contrary to Capy’s public image, goodwill or reputation;
- infringe on our or any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
- express or imply that any of your statements, activities or causes are endorsed by us, without our prior written consent in each instance;
- violate any applicable law, statute, ordinance or regulation, or encourage any conduct that could constitute a criminal offense or give rise to civil liability;
- are libelous, defamatory, threatening, harassing, invasive of privacy, abusive, tortious, hateful, discriminatory, pornographic or obscene;
- transmit any trade secret or other material, non-public information about any person, company or entity without the authorization to do so;
- restrict or inhibit any other visitor from using the Website or Services, including, without limitation, by means of “hacking” or defacing any portion of the Website;
- modify, adapt, sub-license, translate, sell, reverse engineer, decompile, or disassemble any portion of the Website or Information;
- remove any copyright, trademark, or other proprietary rights notices contained in or on the Information, Website, or Services;
- sublicense, sell, rent, lease, transfer, assign, or convey any rights under this Agreement to any third party, or otherwise commercially exploit or profit from the Information or content of the Website, or any portion thereof, in any manner whatsoever, except as expressly permitted herein;
- “frame” or “mirror” any part of the Website without our prior written authorization;
- distribute any virus, worm or other similar or deleterious files, scripts or programming routines;
- interfere with or disrupt any services or equipment with the intent of causing an excessive or disproportionate load on the infrastructure of Capy or its licensors or suppliers;
- involve the preparation or distribution of junk mail, spam, chain letters, pyramid schemes, or other deceptive or unsolicited bulk or commercial email, or violate in any way the Controlling the Assault of Non-Solicited Pornography and Marketing Act (CAN-SPAM Act of 2003);
- use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine” the Website or in any way reproduce or circumvent the navigational structure or presentation of the Website or its contents, authentication and security measures;
- forge headers or otherwise manipulate identifiers in order to disguise the origin of any submission;
- execute any form of network monitoring or run a network analyzer or packet sniffer or other technology to intercept, decode, mine or display any packets used to communicate between the Website’s servers or any data not intended for you; and/or
- harvest or collect information about any Website visitors or Service users.
Improper use of the Information, Services and Website may result in termination of your access to and use of the Website and Services, and/or civil or criminal liabilities.
The Website, Services and Information are owned and operated by Capy and its licensors, and the Information and Services (and any intellectual property and other rights relating thereto) are and will remain the property of Capy and its licensors and suppliers. The Information and Services are protected by U.S. and international copyright, trademark, and other laws, and you acknowledge that these rights are valid and enforceable. Except as set forth in this Agreement, you may not copy, reproduce, modify, adapt, translate, republish, upload, post, transmit, distribute, sub-license, sell, reverse engineer, decompile, or disassemble any part of the Website or any Service or Information without our prior written permission. The Information, Website, and Services may be used solely (a) to the extent permitted in this Agreement or (b) as expressly authorized in writing by Capy or, if so indicated in writing by Capy, its licensors or suppliers. Use of the Website or any Services or Information for any other purpose is strictly prohibited. You acknowledge that you do not acquire any ownership rights by using the Website or any Services or Information.
The trademarks, logos, and service marks displayed on the Website (collectively, the “Trademarks”) are the registered and unregistered trademarks of Capy. Nothing contained in this Agreement, the Website or our Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark(s) without the express written permission of Capy.
- No Use by Children Under 13
You hereby affirm that you are over the age of 12, as this Website is not intended for children under 13. If you are under 13 years of age, then you may not use the Website. You further affirm that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement.
We may run advertisements on the Service. You acknowledge and agree that we have the right to run advertisements on the Service, including on Capy-enabled websites operated by you.
- Term & Termination
This Agreement is effective from the date that you first access the Website or submit any information to Capy, whichever is earlier, and shall remain effective until terminated in accordance with its terms. Capy may immediately terminate this Agreement, and/or your access to and use of the Website or our Services, or any portion thereof, at any time and for any reason, with or without cause, without prior notice. This Agreement will also terminate automatically if you fail to comply with any term or provision of this Agreement. Upon termination of this Agreement by either party, your right to use the Website and/or Services shall immediately cease. All disclaimers and all limitations of liability and all Capy rights of ownership shall survive any termination.
We reserve the right at any time and from time to time to temporarily suspend or terminate your access to the Website and/or Service at any time in our sole discretion, with or without cause, and with or without notice, without incurring liability of any kind. For example, we may suspend or terminate your access to or use of the Website and/or Services for: (a) the actual or suspected violation of this Agreement; (b) the use of the Website and/or Services in a manner that may cause Capy to have legal liability; (c) the suspicion or detection of any malicious code, virus or other harmful code by you; (d) scheduled downtime and recurring downtime or (e) unplanned technical problems and outages. If, in Capy’s determination, the suspension might be indefinite and/or Capy has elected to terminate your access to the Website and/or Services, Capy will use commercially reasonable efforts to notify you prior to the termination of your access to the Website and/or Services. Capy reserves the right, in its sole discretion, to make necessary unscheduled deployments of changes, updates or enhancements to the Website and/or Service at any time. We may add or remove functionalities or features and we may suspend or stop the Website and/or Service altogether. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Website and/or the Services, or any part of portion thereof. Nothing in this Agreement shall be construed to obligate Capy to maintain and support the Website and/or Services, or any part or portion thereof, during the term of this Agreement.
THE WEBSITE AND THE SERVICES, ARE PROVIDED “AS IS” AND “WITH ALL FAULTS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, AND ANY WARRANTIES THAT THE SERVICES AND WEBSITE IS CURRENT AND/OR UP-TO-DATE ARE HEREBY EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW.
THERE IS NO WARRANTY, REPRESENTATION OR GUARANTEE THAT THE WEBSITE, OR SERVICES, OR YOUR USE OF THE WEBSITE, OR SERVICES, WILL BE UNINTERRUPTED, COMPLETE, ACCURATE, CURRENT, RELIABLE, ERROR-FREE, SECURE, OR THAT ANY PROBLEMS WILL BE CORRECTED, OR THAT THE WEBSITE, OR ANY INFORMATION, SOFTWARE OR OTHER MATERIAL ACCESSIBLE FROM THE WEBSITE, IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATION REGARDING THE USE OF, OR THE RESULTS OF THE USE OF THE WEBSITE EITHER IN TERMS OF ITS COMPATIBILITY WITH HARDWARE OR OTHER SOFTWARE OR EQUIPMENT, AND YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE WEBSITE AND/OR SERVICES AND INFORMATION AND YOUR RELIANCE THEREON.
- Limitation of Liability
NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OF ANY KIND, NEITHER CAPY NOR ANY OF ITS LICENSORS, SPONSORS, AGENTS, SUCCESSORS, OR ASSIGNS, NOR OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, OR OTHER REPRESENTATIVES, ARE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF PROFITS, LOST SAVINGS, OR LOSS OF DATA) OR LIABILITIES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY MANNER TO THE WEBSITE, INFORMATION, SERVICES AND/OR ANY LINKED WEBSITE, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF CAPY AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS, RELATED TO THE WEBSITE, INFORMATION, SERVICES, AND OR ANY LINKED WEBSITE WILL BE LIMITED TO AN AMOUNT EQUAL TO THREE MONTHS OF YOUR SERVICE FEE. NEITHER CAPY NOR ANY OF ITS LICENSORS, SPONSORS, AGENTS, SUCCESSORS, OR ASSIGNS, NOR OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, OR OTHER REPRESENTATIVES WILL HAVE ANY LIABILITY TO YOU FOR ANY DAMAGES, EXPENSES OR OTHER LIABILITY INCURRED BY YOU AS A RESULT OF (1) ANY INACCURANCY, INCOMPLETENESS OR MISREPRESENTATION OF ANY INFORMATION, CONTENT, POSTINGS OR SUBMISSIONS PROVIDED OR POSTED ON THE WEBSITE BY THIRD PARTIES OR (2) YOUR HIRING OR ENGAGEMENT OF, OR ASSOCIATION WITH, ANY THIRD PARTY ADVERTISING OR OFFERING SERVICES THROUGH THE WEBSITE.
You agree to fully indemnify, defend, and hold Capy, our licensors, suppliers, agents, successors, and assigns and our and their directors, officers, employees, consultants, and other representatives, harmless from and against any and all claims, damages, losses, costs (including reasonable attorneys’ fees), and other expenses that arise directly or indirectly out of or from: (a) your breach of this Agreement, including but not limited to the Acceptable Use Policy; (b) any allegation that any materials you submit to us or transmit to the Website infringe or otherwise violate the copyright, patent, trademark, trade secret, or other intellectual property or other rights of any third party; (c) your activities in connection with the Website or other websites to which the Website is linked; and/or (d) your negligence or willful misconduct.
- Jurisdictional Issues
Capy makes no representation that the Website operates (or is legally permitted to operate) in all geographic areas, or that the Information, Website, or Services are appropriate or available for use in other locations. Accessing the Website from territories where the Website or any content or functionality of the Website or portion thereof is illegal is expressly prohibited. If you choose to access the Website, you agree and acknowledge that you do so on your own initiative and at your own risk, and that you are solely responsible for compliance with all applicable laws.
- Dispute Resolution/Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding that body of law relating to conflict of laws. The parties agree that any controversy or claim arising out of or relating to this Agreement, or the breach thereof, will be settled by binding arbitration in accordance with California Code of Civil Procedure Section 1280 et seq., and the then current rules and procedures of JAMS. The arbitration shall be a confidential proceeding, closed to the general public. The arbitration will take place in San Francisco, California and be conducted in the English language or Tokyo, Japan, and be conducted in the Japanese language. Capy shall have the right to select the place of arbitration. The decision rendered by the arbitrator will be binding upon the parties hereto, and any judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. For the sake of clarity, nothing in this paragraph shall affect Capy’s ability to seek from a court injunctive or equitable relief at any time.
If any arbitration or other proceeding is brought to enforce or interpret this Agreement or matters relating to it, the substantially prevailing party, as determined by the arbitrator’s award, will be entitled to recover reasonable attorneys’ fees and other costs and expenses incurred in such arbitration or proceeding from the other party, in addition to any other relief to which such prevailing party is entitled; provided that in no event will the arbitrator have the authority to award punitive damages.
If any provision of this Agreement is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. This is the entire Agreement between you and us relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements between you and us with respect to such subject matter. This Agreement may not be changed, waived or modified except by Capy as provided herein or otherwise by written instrument signed by Capy. Neither this Agreement nor any right, obligation, or remedy hereunder is assignable, transferable, delegatable, or sublicensable by you except with Capy’s prior written consent, and any attempted assignment, transfer, delegation, or sublicense shall be null and void. Capy may assign, transfer, or delegate this Agreement or any right or obligation or remedy hereunder in its sole discretion. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption, or section title contained in this Agreement is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof.
This Website is Operated By Capy Inc.
Effective November 11, 2013
Last modified as of February 7, 2014