CapQuest | Equity and investor relations platform

Parties

1. CapQuest Software Limited, a private company incorporated in the Dubai International Financial Centre under company registration number 9388 (“CapQuest,” “we,” “our,” or “us”), provides the equity management platform and associated services (referred to as the “Services”) accessible through our website, capquest.io (the “Website”) and the web application app.capquest.io (the “Application”).
2. These Terms of Service (the “Terms”) form a binding agreement between: (1) CapQuest; and (2) the entity or person on whose behalf you are acting, hereafter called the “Customer” or “you.”

Agreement to the terms

3. You, as an authorized representative of the Customer, hereby represent and warrant that you have all the powers and authority to represent the Customer in availing any Services. CapQuest may ask for evidence of the legal authority of the authorised representative of the Customer, however, CapQuest shall not be responsible or liable to verify any legal authority of the representative of the Customer.
4. Before accessing the Website, the Application or using any of the Services, you, as an authorized representative of the Customer, must review, acknowledge and agree to all terms and conditions outlined or referenced in these Terms.
5. These Terms govern the Customer's access to and use of the Website and the Application. By accessing or using the Website and the Application, you affirm that you have reviewed, understood and agreed to be bound by all provisions set forth in these Terms and the Privacy Policy available on the Website.
6. A contractual agreement between CapQuest and the Customer shall be effective upon your confirmation of acceptance of these Terms, which may occur through actions such as registering for an account with CapQuest, selecting ‘accept’in the registration flow, signing a document that incorporates these Terms, using the Application, paying for a subscription and/or accessing the Services (as applicable). Acceptance of the Terms via any of these methods shall mark the “Subscription Start Date.” Electronic signatures are accepted and valid. By taking any of these actions on behalf of the Customer or authorizing others to do so, you confirm that you are of legal age and duly authorized to enter into binding agreements in the name and on the Customer’s behalf.
7. CapQuest reserves the right to reject or not accept a Customer in its sole discretion and no justification need to be provided.
8. If you do not agree with all of these Terms, you are prohibited from using the Website, the Application and the Services, and must discontinue any use immediately.
9. This agreement supersedes all prior discussions, negotiations, or communications between CapQuest and the Customer regarding the Services, the Application and the Website, unless expressly agreed otherwise in writing.

Services

10. The Services we provide are detailed on our Website, and the specific subscription plan for each Customer is determined by the information available in the Customer's account, which can be accessed via the Application. The available options include:

Free Services: A limited selection of our Services or the full extent of our Services for a limited period of time, accessed without cost (“Free Services”), as specified within the Application.
Paid Subscription: Access to features and Services is granted under a paid plan (“Paid Subscription”) with varying degrees of access dependent on the type of Paid Subscription selected, contingent upon payment as described in the Application. The Application will display comprehensive information on available Services and the associated subscription fees.

11. We may amend, change, remove or update any of the Services offered at any time via the Application or the Website at our sole discretion.
12. The Customers may upgrade from the Free Services to Paid Subscription anytime by either making the necessary payment through the Application or contacting us directly. Conversely, the Customers can choose to downgrade from Paid Subscription to Free Services by reaching out to us, though any subscription fees already paid shall not be refunded.
13. We guarantee that the Services will be delivered with an appropriate level of skill and care, adhering to internationally recognized standards applicable to comparable services.
14. We may also alter the functionality of the Services, the Application or the Website at any time, whether to better serve our customers and users or to ensure compliance with legal or regulatory requirements. If we introduce significant changes, we will give the Customer at least fifteen (15) calendar days' notice, setting out the material changes, unless circumstances make it impossible to provide notice. Should you object to these changes (when notified), your exclusive remedy is the right to terminate the subscription or the agreement within this notice period.

Fees

15. Subscription fees and charges are determined and invoiced based on the details provided in the Application, and all prices listed are exclusive of value added tax (VAT), unless explicitly stated otherwise.
16. Payments are required in full, without any offsets, deductions, or withholdings and must be made via specified payment methods as set out in the Application. Payments shall be processed via payment facility provided by third party payment facility provider. We shall not be liable for any errors, failures or other faults within the payment process or any payment related data that is being transmitted or received during such payment process as we have no access to such data and process, and we are not directly involved in collection or storing any such payment related data. We do not store payment data in our Application.
17. All payments must be made on time. Should an invoice remain unpaid for more than fourteen (14) calendar days past its due date, we may suspend access to the Application and/or the Services until the outstanding amount is settled. Whilst the access to the Application and/or the Services has been suspended, the fees shall remain payable for the 3 duration of the suspension. CapQuest shall not be liable for any inconvenience, loss or damage that such suspension may cause to the Customer.
18. Except as required by applicable law, all payments, charges and subscription fees are non- refundable.
19. Any disputes regarding invoiced charges or fees must be reported to CapQuest in writing as soon as possible but no later than within thirty (30) calendar days of the invoice date, no queries shall be entertained after such timeframe.
20. We reserve the right to review and adjust the fees and/or charges for the Services at our sole discretion at any time with or without notice. Any changes to the fees or charges shall be published on our Website or the Application and shall apply from the next renewal cycle of the Customer’s Subscription Period. Should it become necessary to implement fee updates outside of this schedule or it is necessary during the Customers’ Subscription Period, we will provide the Customer at least thirty (30) calendar days' prior written notice.

Data

21. In these Terms, the term “Data” refers to any information that the Customer, their users, or any third party on behalf of the Customer imports or enters into the Application. Ownership of this Data remains solely with the Customer. It is the Customer’s sole obligation to ensure that the Data provided is accurate, comprehensive and current. CapQuest disclaims any liability for errors, omissions or outdated information in the Data.
22. By using our Services, the Customer provides CapQuest with a non-exclusive, worldwide, royalty-free license to use, copy, cache, store, display, and reproduce the Data. This license is granted solely for the purpose of fulfilling our obligations under these Terms, including maintaining and improving our Services.
23. CapQuest reserves the right to collect and utilize quantitative insights generated from the use of our Services. Such Data will be aggregated and anonymized to ensure it does not reveal the identity of any individual and shall not be considered personal data. These insights may be leveraged for purposes like industry analysis, benchmarking, analytics, marketing and other strategic business activities that enhance the quality and delivery of our Services.
24. The Customer retains full access to their Data within the Application and has the right to export Data in an industry-standard format at any time during the Subscription Period. Should any technical issues in the Application prevent the Customer from exporting their Data, CapQuest will, upon receipt of a written request, supply the Data to the Customer in a standard format within thirty (30) working days, provided that there are no extraordinary circumstances beyond our control that would prevent this.

Assisted onboarding services

25. At the Customer's request, CapQuest may assist the Customer with onboarding the Customer’s Data to the Application. To avail this service, the Customer shall be bound by the terms contained within the Clause “Assisted Onboarding Services” of the Terms (herein after the “Onboarding Terms”). The Onboarding Terms enables CapQuest to assist with importing the Customer’s Data into the Application. To facilitate this service, the Customer is required to provide the necessary Data in a format that meets our reasonable specifications for the purpose of uploading the Data onto the Application. CapQuest shall not be liable for any delay in transfer of the Data if such Data is not provided in the format as required by CapQuest.
26. Once the Customer has requested the Assisted Onboarding Services, CapQuest commits to making reasonable efforts to complete the onboarding process within sixty (60) working days from the Subscription Start Date, defined as the “Onboarding Period”. If the Customer is non-responsive to our requests or fails to supply the necessary Data or cooperation during this period, the onboarding shall be deemed finalized and completed at the end of the Onboarding Period.
27. Upon completion of the assisted onboarding, we will inform the Customer of the completion and endeavour to highlight any discrepancies identified in the imported Data. The Customer must review and, if necessary, notify us of any additional errors within twenty (20) calendar days from the completion notification, which period shall be known as the “Correction Period”. Should we not receive any feedback or notification within the Correction Period, we deem that the Data contains no discrepancies, is accurate and up to date.
28. Should the Customer identify and report any necessary corrections within the Correction Period, we may, at our sole discretion, choose to address and resolve these discrepancies. It is the Customer’s sole obligation to ensure that the Data provided for onboarding is accurate and up to date.

Duration & termination

29. For Paid Subscriptions, the term of the agreement between the Customer and CapQuest commences from the Subscription Start Date and continues for the duration of the selected subscription period (“Subscription Period”). Once the initial Subscription Period ends, the subscription shall renew automatically for the same Subscription Period, unless either party provides the other a written notice of non-renewal at least thirty (30) calendar days prior to the end of the current Subscription Period.
30. In case of Free Services, the term of the agreement between the Customer and CapQuest is commencing from the Subscription Start Date and ends when theCustomer deletes their account from the Application. In the event that the Customer upgrades the Free Services account to Paid Subscription, the Paid Subscription agreement shall commence from the Paid Subscription Start Date and shall be valid for the Subscription Period.
31. CapQuest and the Customer, each have the right to terminate the agreement immediately by delivering a written notice to the other party in case the other party commits a material breach of these Terms and if such breach is not remediable or if the breach is capable of remedy but the party in breach fails to remedy within thirty (30) calendar days of receiving a written request to do so. Non-payment of any fees and/or charges and taxes is explicitly recognized as a material breach. Suspension of the Services or access to the Application shall not be a pre-requisite to termination under this clause.
32. In addition to any other rights of CapQuest as provided in these Terms to suspend or terminate the subscription, the agreement or access, CapQuest may suspend access to the Services or the Application or terminate the agreement or subscription if there is a reasonable cause to believe that such action is necessary to safeguard our operations, protect other customers, users, or third parties, or mitigate potential security risks. Examples may include, but are not limited to, activities that endanger our systems, infringe on intellectual property rights or cause other significant liability.
33. Suspension or termination may occur if payments remain overdue for more than fourteen (14) calendar days or if required to comply with legal mandates or directives from authorities. Where feasible and permissible, advance notice of any suspension may be provided.
34. If the Services or access to the Application has been suspended but the agreement remains active, the Customer shall continue to pay all applicable fees and charges during the suspension period. The Customer is responsible for all subscription charges accrued up until the date of termination or expiry of the Subscription Period, with no entitlement to a refund of any prepaid amounts, even if termination is due to a material breach.
35. Upon the expiry or termination of a Paid Subscription, the Customer can choose to either delete their Data from the Application or transition to the Free Services plan, governed by these Terms. For Free Services, we reserve the right to deactivate and remove inactive accounts after a set period, at which point the agreement with the Customer shall end automatically with no further notice provided.
36. Any termination of the agreement between CapQuest and the Customer under these Terms shall be within the meaning of mutual consent of the parties and shall not require any court order in accordance with the applicable law.

Intellectual property rights

37. All elements of the Website and the Application, including but not limited to source code, databases, features, software, design elements, text, multimedia, and graphics (“Content”), as well as trademarks, logos, and service marks (“Marks”), are either owned by us, controlled by us, or provided under license. These assets are protected by copyright, trademark, and various other intellectual property laws applicable in the jurisdictions where we operate. The Content and the Marks are made available on the Website and Application purely for your informational and personal use on an “AS IS” basis. Unless explicitly allowed within these Terms, you may not copy, reproduce, aggregate, republish, upload, display publicly, encode, translate, transmit, distribute, sell, license or otherwise utilize any part of the Content or Marks for commercial purposes without our prior written consent.
38. Upon payment of the necessary fees (if required), the Customers are granted the right to access and use our Services, Website and the Application and to authorize their users to do so, but strictly during the active Subscription Period and in full compliance with these Terms.
39. The rights extended under this section are strictly limited to the Customer and do not include any affiliates or related companies, unless expressly stated otherwise in the subscription. Other than the ability to use the Services, Website and the Application as permitted, the Customer and its users are not granted any additional rights. Specifically, the Customers must not, and must ensure their users do not: alter, translate, duplicate, or attempt to create derivative works from any part of the Website or the Application; engage in reverse engineering, decompiling, disassembly, or any effort to transform the Application’s object code back into source code; or distribute, assign, sell, rent, lease, transmit, host, disclose, or commercially exploit the Application or any rights to use it, unless explicitly authorized by us.

Customer’s responsibilities

40. By accessing or using the Website and the Application, the Customer represents and warrants that: (1) all registration details provided are truthful, precise, up-to-date and comprehensive; (2) any information provided remains accurate and complete and the Customer promptly makes any changes as needed; (3) the Customer possesses the legal authority to agree to and abide by these Terms and enter into the binding agreement that results from any subscription to the Services; (4) the Customer’s representative is of legal 6 age and not considered a minor under the laws of your jurisdiction; (5) the Customer shall not employ automated or non-human means, such as bots or scripts, to access the Website or Application; (6) the use of the Website and the Application shall never involve unlawful or unauthorized activities; and (7) the Customer shall operate the Website and the Application in compliance with all applicable laws and regulations.
41. Should you supply any information that is false, outdated, incomplete or inaccurate, we reserve the right to suspend or terminate your agreement, subscription or account, as well as to deny any current or future access to the Website and the Application or any of their components.
42. The Customer further undertakes not to attempt or facilitate access to any part of the Application for the purpose of developing a competing product or service. Using the Application to assess, test or benchmark performance, functionality or availability for competitive motives is strictly forbidden.
43. The Customer must ensure that each login to the Application is used by only one authorized user. It is essential to take all reasonable measures to safeguard login credentials against unauthorized access or disclosure. If a security breach is suspected or identified, the Customer or its user must notify us immediately.
44. The Customer nor its users may introduce any malicious software or code (referred to as a “Malware”) into the Application, nor make the Application vulnerable to security risks. Malware for the purpose of these Terms encompasses anything that could disrupt, impair, or negatively impact software, hardware, networks, or services, such as viruses, worms, Trojan horses or other harmful components.
45. The Customer bears full responsibility and liability for all actions taken using their users’ login credentials, whether authorized or not. We disclaim any liability for loss or damage the Customer may experience due to unauthorized access, unless it is proven direct consequence of our intentional misconduct or breach of contractual obligations.
46. Our liability does not extend to delays or failures in performing our duties that result from the Customer’s non-compliance with these Terms.
47. When using e-signature features within the Application, the Customer consents to documents being signed electronically and acknowledges that these electronic signatures are equivalent to ink signatures and are valid and binding on the Customer. It is the Customer's duty to ensure that the Customer’s electronic signatures are legally valid, enforceable, and admissible under the laws of their jurisdiction.

Third-party services, websites and content

48. The Website may feature links to external websites ("Third-Party Websites") and host or redirect you to a variety of content including articles, images, text, graphics, videos, music, software and other materials that are provided by or originate from third parties ("Third- Party Content"). We do not investigate, monitor, or verify the accuracy, relevance, or completeness of any Third-Party Websites or Third-Party Content, and we disclaim all responsibility for any Third-Party Websites you visit through links on our Website or for any Third-Party Content you access, use, or install. This includes any issues related to the content's accuracy, potential offensiveness, expressed opinions, reliability or the privacy and other policies of such Third-Party Websites or content providers.
49. Our inclusion of, or linking to, Third-Party Websites or Thid Party Content should not be interpreted as an endorsement or approval of the content, products or services provided by those third parties. If you choose to leave our Website and visit any Third-Party Websites 7 or use Third-Party Content, you do so entirely at your own risk. It is your sole responsibility to review any terms, policies, and data collection practices of any Third-Party Websites or services you engage with.
50. We bear no responsibility for transactions you make on Third-Party Websites, as these are exclusively between you and the external provider. You acknowledge that we do not endorse any products or services on these websites and you agree to fully indemnify us and hold us harmless for any damage or loss incurred from your interactions with these third- party offerings.
51. Additionally, we offer optional integrations with third-party services ("Third-Party Service") via our Application. If you decide to use these integrations, you will need to enter into separate agreements with third-party service providers and are solely responsible for determining their suitability for your needs. You acknowledge and accept all risks related to the use of these Third-Party Services.
52. We do not control or assume liability for the functionality, availability, or performance of Third-Party Services and expressly disclaim responsibility for any damages or liability arising from their use, integration issues or the cessation of support for such integrations.
53. When you enable a Third-Party Service, you are authorizing CapQuest to allow these Third- Party Services to access your data as needed for the integration, which may include modifying or adding to your Data. You understand and agree that CapQuest has no control over how these third-party providers use, disclose or handle your Data, and such Data management will be governed solely by the agreements and terms between you and the respective Third-Party Service provider.

Security measures

54. We prioritize the security of our Application and the Data, employing robust safeguards such as encryption to protect information during transmission and conducting regular data backups. These measures are designed to prevent accidental loss, unauthorized access, theft, or disclosure.
55. If the Customer suspects or identifies any security breach related to the Services or the Application, it must notify us immediately. Both parties are then expected to make all reasonable efforts to swiftly address and resolve the security issue.
56. We may make changes to the Services or the Application and update the software. Any such software changes and configuration changes may be implemented automatically or may require you to download or update the version of the software. It may also be required to remove certain features or functionality of the Services or discontinue any aspect of the Services or stop provision of Services completely. We accept no liability to any person for any such changes.

Privacy and data protection

57. Our Privacy Policy governs the handling of customer data, whether we are acting as a data processor, such as when personal information is uploaded into our Application by the Customer or an end user, or a data controller, such as when we are collecting user profile details, tracking usage data on our Website or managing other direct data interactions. Our Privacy Policy can be accessed on our Website.
58. We use commercially reasonable physical, managerial, and technical safeguards to preserve the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide 8 your personal information at your own risk. Once we receive your transmission of information, we make commercially reasonable efforts to ensure the security of our systems. However, please note that this is not a guarantee that such information may not be accessed, disclosed, altered, or destroyed by breach of any of physical, technical, or managerial safeguards. If we learn of a security systems breach, then we may attempt to notify you so that you can take appropriate protective steps. We may post a notice on the Application, if a security breach occurs.
59. Please remember that no data transmission over the internet can be guaranteed to be 100% secure. As a result, whilst we strive to protect your personal information, we cannot warrant the security of any information or Data you transmit, and you do so at your own risk.
60. The Customer acknowledges and agrees that in order to provide the Services, CapQuest will require and will have access to the Customer’s (and/or its affiliates) personal data regardless of the jurisdiction of the Customer.
61. The Customer represents and warrants:

that it has acquired all required consents for processing of personal data and for sharing such personal data with CapQuest for provision of the Services;
that data subjects have been informed through appropriate privacy notices about the collection and processing of their personal data, including, but not limited to, provision of personal data to CapQuest for intended purposes;
to be responsible for the accuracy, quality, and legality of personal data and the means by which it was acquired from the data subjects;
and it shall provide instructions to CapQuest for processing of personal data in compliance with applicable data protection laws to provide the Services.

62. Any Customers who are established within the European Union or the European Economic Area who are subject to or whose data processing activities are subject to the General Data Protection Regulation (GDPR), additional legal terms will apply in the form of the data processing agreement (“DPA”) regarding processing of their personal data. Such Customers undertake to accept and agree to the terms of the separatee DPA with CapQuest which shall be read in conjunction with these Terms.

Limitation of liability

63. These Terms, along with any incorporated documents, shall not limit or exclude any liability of either party (or their agents or representatives) for: (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; (iii) intentional misconduct or gross negligence, and (iv) any other liability that cannot legally be excluded or limited.
64. Subject to clause 63, the aggregate liability of CapQuest for any claims related to or arising from these Terms and the provision of Services whether in contract, tort or otherwise shall be limited to the total fees paid by the Customer in the last twelve (12) months preceding the claim and if no fees were paid during such period, the liability is capped at USD 100.
65. Subject to clauses 63 and 64, neither party will be held liable for any indirect, incidental, special or consequential damages or losses, including but not limited to loss of profits, Data, business, opportunities, costs related to sourcing replacement products or services; business interruptions, even if the possibility of such damages was known.
66. To the maximum extent permitted by applicable law, we disclaim all liability for any harm, loss, cost or damage, whether wholly or partially caused by (i) delays, interruptions, or failures in unavailability of the Website, the Application (ii) delivering the Services; or (iii) actions taken by the Customer based on the use or reliance on our Services.
67. In no event shall we be liable to you for any direct or indirect damages, losses or liabilities whatsoever resulting from any: (i) errors, mistakes, or inaccuracies of the Content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the Services; (iii) any unauthorized access to or use of our secure servers and/or any and all personal information and/or financial information stored therein; (iv) any interruption or cessation of transmission to or from our servers; (iv) any bugs, viruses, trojan horses, or the like, which may be transmitted to or through the Services by any third party. The foregoing limitation of liability shall apply to the fullest extent permitted by law.
68. The parties acknowledge and agree that the limitations and exclusions specified in this section of the Terms are fair and reasonable, considering all relevant circumstances.

Indemnification

69. The Customer represents and warrants to CapQuest that any information and Data provided by the Customer into the Application shall not infringe the intellectual property rights of any third party.
70. CapQuest confirms that the use of the Application and the Services by the Customer does not infringe intellectual property rights of any third party. CapQuest further agrees to indemnify the Customer against any direct, actual and proven liabilities, damages and reasonable costs incurred due to a claim alleging that the Application or the Services infringe third-party intellectual property rights in the jurisdiction where we operate. This indemnification is contingent upon the Customer fulfilling certain obligations. Specifically, the Customer must: (i) promptly notify CapQuest in writing of any claim for which it seeks indemnification ("IPR Claim"); (ii) allow CapQuest to manage all legal proceedings, negotiations, and settlements related to the IPR Claim; (iii) offer reasonable support and assistance as needed by CapQuest in handling the claim, with actual reasonable costs reimbursed by CapQuest; and (iv) avoid making any admissions or settlements concerning the claim without first consulting with CapQuest.
71. Should any IPR Claim arise, CapQuest may seek to secure continued use of the intellectual property rights or alternatively, modify or replace the affected rights to ensure non- infringing use while maintaining the original functionality of the Application or the Services.
72. The above indemnity does not apply in situations where the IPR Claim arises due to actions or inactions of the Customer or a user of the Customer breaching these Terms or any other terms or policy with CapQuest or if the Customer continued to use the Services or the Application after making the IPR Claim.
73. The Customer agrees to defend, indemnify and hold harmless CapQuest from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from the breach of these Terms by the Customer, its representatives and any of its users.

Warranties disclaimer

74. The Application is expected to function substantially as described on the Website. Nevertheless, we shall not guarantee the accuracy, reliability, timeliness, or completeness of the Services and we cannot assure that the Services or any integrated Third-Party Services will always be accessible, free from errors or devoid of harmful elements.
75. You agree that your use of the Application and the Services shall be at your sole risk and ‘as available’. To the fullest extent permitted by law, CapQuest, its officers, directors, employees, representatives, and agents disclaim all warranties, express or implied, in connection with the Services and your use thereof. CapQuest makes no warranties or 10 representations about the accuracy or completeness of the Services’ content and assumes no liability or responsibility for any: (i) errors, mistakes, or inaccuracies of the Content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the Services; (iii) unauthorized access to or use of our servers and/or any and all personal information and/or financial information stored therein; (iv) interruption or cessation of transmission to or from the Services; (iv) bugs, viruses, trojan horses, or the like which may be transmitted to or through the Services through the actions of any third party.
76. CapQuest does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Website or the Application or any hyperlinked website or feature in the Services or the Application or other advertising or news, and CapQuest will not be a party to or in any way be responsible for monitoring any transaction between you and third-party providers of products or services. As with the purchase of a product or service through any medium or in any environment, you should use your best judgment and exercise caution, diligence and common sense, where appropriate.
77. Our Services are provided for informational purposes only and do not take into consideration any specific entity’s financial status, investment goals or personal circumstances. We do not promote, recommend, or solicit any particular actions based on the information available through the Services. None of the material contained in the Services or the Application should be interpreted as a solicitation or offer to buy or sell any financial product, security, or instrument. Investments in unlisted companies involve considerable risk and may not be suitable for every investor. Therefore, the Customers and their users should engage in such transactions only after fully understanding all associated risks and independently determining their suitability.
78. Any Content or information presented shall not be considered as professional advice related to finance, investment, business, trading, hedging, legal matters, regulatory compliance, taxes or accounting. We disclaim any responsibility and liability for decisions or actions taken by the Customers or users based on the information obtained through the Services. It is the sole obligation of the Customer to obtain prior legal advice, where appropriate.
79. We offer no express or implied warranties concerning the use of the Services by Customers or users. This includes, but is not limited to, implied warranties of merchantability, fitness for a particular purpose, satisfactory quality or quiet enjoyment. The Application and the Services are made available strictly “as is.” It is solely the Customer’s responsibility to ensure compliance with relevant laws and regulations within their jurisdiction when using the Services.
80. The Services offered through the Application may be unavailable from time to time, may be offered for a limited time, or may vary depending on your region or device. We endeavour to keep the Services up and running at all times; however, all online services suffer occasional disruptions and outages, and we shall not be liable for any disruption or loss you may suffer as a result of such interruptions or loss or unavailability of your stored Data.
81. Links to external websites may be found within the Website or Application; however, such sites operate under their own terms of use. We are not responsible for the content or availability of these third-party websites and disclaim liability for any losses or damages arising from the Customer’s or users’ access to or interaction with such sites.

Confidentiality

82. Each party (referred to as the "Receiving Party") agrees to exert reasonable efforts to maintain the confidentiality of all aspects of the agreement and Confidential Information, including but not limited to Terms, pricing and any disclosed information and documentation shared by the other party (the "Disclosing Party") or that has come to the knowledge of the Receiving Party. Confidential material pertains to the Disclosing Party's business, operations, software, processes, trade secrets, products, dealings, and related elements such as specifications, designs, graphics, customer-provided information through service use, and audit-related data and such information is collectively termed "Confidential Information" and is not to be utilized by the Receiving Party for any purpose beyond fulfilling obligations under these Terms. Disclosure to third parties is strictly prohibited without the prior written approval of the Disclosing Party. Reproduction or distribution of any part of the Confidential Information without written consent from the Disclosing Party is prohibited.
83. Confidential Information may be shared by the Receiving Party with its employees, representatives and agents ("Recipients") solely when necessary for the execution of obligations under these Terms. The Receiving Party is required to ensure that these Recipients understand and adhere to the same confidentiality commitments, as though they were bound by these provisions themselves.
84. Certain circumstances exempt the Receiving Party from these confidentiality requirements, including when the information: (i) is publicly accessible through means other than a breach by the Receiving Party or its Recipients; (ii) was legally and unrestrictedly provided by a third party without confidentiality obligations to the Disclosing Party; (iii) must be disclosed under legal requirements, court order or regulatory directive, provided that the Receiving Party gives the Disclosing Party reasonable notice, whenever permissible; (iv) was already in the possession of the Receiving Party before the Disclosing Party’s disclosure; or (v) has been independently created by the Receiving Party without reliance on or use of any Confidential Information.
85. All tangible or electronic formats of Confidential Information, including copies, excerpts, or summaries prepared by any party, remain the property of the Disclosing Party. Upon written request or upon expiry or termination of the relationship between the parties, the Receiving Party must return or destroy Confidential Information, unless retention is required for compliance with applicable laws or regulatory requirements.

Force majeure

86. Neither party shall be held accountable for failing to meet their obligations, excluding any payment obligations, when such failure or delay arises from circumstances beyond their reasonable control. This includes, but is not limited to, events such as war, riots, acts of terrorism, uprisings, labour strikes, fires, natural disasters, embargo, currency restrictions, import/export bans, major disruptions in transportation, energy supply interruptions or failures, outages of utilities, issues with public data systems, breakdowns or delays from internet or telecommunications service providers and the severe illness or death of critical personnel. Additional situations include epidemics, pandemics, or other widespread health crises, as well as any related government measures like quarantines or workforce restrictions, and instances of force majeure affecting affiliates, partners, or subcontractors.
87. Should such a force majeure event persist for a duration of thirty (30) calendar days or more, either party may choose to terminate this agreement by providing a written notice to the other party. This termination will not carry any liability, except for any obligations that have accrued prior to the force majeure event's onset (including any payment obligations).

Notices

88. All communications related to these Terms must be issued in English language and delivered as follows:

When the Customer sends a notice to CapQuest, it should be done via email at support@capquest.io. Notices sent during CapQuest’s standard business hours 09:00 am to 06:00 pm Gulf Standard Time, Monday through Friday, excluding public holidays in the Emirate of Dubai (“Business Hours”) will be considered received at the time of successful transmission. If a notice is sent outside Business Hours, it will be deemed received the next business day during Business Hours.
CapQuest will issue notices to the Customer via the email address associated with the Customer’s registered account. Such notices are considered received at the time they are sent or, if dispatched outside of the Business Hours, the next business day during Business Hours. It is the responsibility of the Customer to ensure that their registered email address is kept up to date and accurate.

Marketing

89. The Customer consents to our use of their name as a reference in promotional materials, including but not limited to our Website, customer lists, and other marketing content, which may also include displaying the Customer’s logo to highlight our relationship and the services provided.
90. With the Customer’s prior approval, we may also create, publish, and share a case study or story that details the Customer’s experience with our product or Services, which can be utilized for marketing and promotional purposes.
91. Additionally, the Customer grants CapQuest a non-exclusive license to incorporate and display their trademarks within the user interface of our Application as a means of referring to the Customer.

Sale, Merger, Acquisition

92. In the event that CapQuest is acquired by or merged with a third-party entity, CapQuest reserves the right to transfer or assign the Data and information collected from its Customers and users as part of such merger, acquisition, sale, or other change of control. In the unlikely event of CapQuest’s bankruptcy, insolvency, reorganization, receivership, or assignment for the benefit of creditors, or the application of laws or equitable principles affecting creditors’ rights generally, CapQuest may not be able to control how your personal information is treated, transferred, or used.

Amendments to terms

93. We reserve the right to modify these Terms whenever deemed necessary. We endeavour to provide the Customer with a written notice prior to any changes taking effect, unless circumstances make such notice impracticable. It is the Customer’s sole obligation to 13 review the Terms from time to time to familiarise themselves with the latest version of the Terms as made available on the Website.
94. If a modification to the Terms during the Subscription Period is material, the Customer has the option to terminate the agreement by providing a written notice to us within fourteen (14) calendar days of receiving notification of the material change to the Terms.
95. The Customers on Paid Subscriptions may opt to adhere to the existing Terms until the conclusion of the current Subscription Period, after which the updated Terms will apply.

Law and jurisdiction

96. These Terms and any agreement between CapQuest and the Customer and any dispute, controversy or claim (including any non-contractual dispute, controversy or claim) arising out of or in connection with these Terms, including any question regarding the existence, validity, interpretation, formation, performance, discharge or termination of the Services and the Terms, shall be governed by the laws of Dubai International Financial Centre.
97. All disputes or claims, whether contractual, tort or otherwise, that are related to or stem from these Terms and the agreement between the parties shall be subject to the exclusive jurisdiction of the courts of the Dubai International Financial Centre (DIFC), United Arab Emirates.
98. The parties agree that any cause of action arising out of or related to these Terms or the Services must commence within one (1) year after the cause of action accrues, otherwise such cause of action is permanently barred.

General

99. These Terms and any agreement formed between the parties based on these Terms represents the entire understanding between the parties and replaces all prior agreements, promises, assurances, warranties, representations, and understandings, whether oral or written, relating to the subject matter.
100. If any provision or portion of these Terms is deemed invalid or unenforceable, the remaining portions will continue to be in effect and enforceable. The parties agree to interpret and apply the rest of the Terms in a manner consistent with the intent and purpose of the invalidated provision, to the fullest extent permissible by law.
101. A party’s failure to exercise, or delay in exercising, any right provided by these Terms does not constitute a waiver or release of that right. Any waiver or release must be explicitly documented and signed by the party providing it.
102. Nothing contained within these Terms or any related documents shall be interpreted to establish a partnership, joint venture, or agency relationship between the parties.
103. The parties intend for these Terms to be enforceable solely between themselves, with no intention of extending enforceability to any third party.
104. The Customer may not transfer, assign, novate or otherwise deal with the rights and obligations under these Terms without first obtaining our written consent. We may transfer, assign, novate or otherwise deal with the rights and obligations under these Terms by providing the Customer a written notice.
105. These Terms may be executed by electronic means or by clicking "I Agree," "Accept," or similar affirmations. Such actions constitute a valid and enforceable method of execution under applicable law. The parties acknowledge and agree that this electronically accepted Terms shall have the same legal force and effect as an agreement physically signed in ink and delivered in person.
106. Should you need to contact us at any time to discuss any part of these Terms, make a complaint or suggestion, please contact us at support@capquest.io.

Last updated on 16 December 2024