Terms of Service

Please read these Terms of Service ("Terms"), which set forth the legally binding terms and conditions between you (Y"ou") and Capsa Technology Limited ("Capsa" or the "Company" or "we", "our" or "us"). It governs your access to and the use of Capsa's website, mobile application and the services offered by Capsa.

Our collection and use of personal information in connection with your use of our Services are described in our Privacy Policy.

Your access to use our Services is conditioned on your acceptance of and compliance with these Terms. These Terms, all applicable laws, conditions and policies referenced here apply to all visitors, users and others who access or use our Service.

Our website is not directed at you if we are prohibited by any law of any jurisdiction from making the information on our website available to you and is not intended for any use that would be contrary to your local law or regulation.

By accessing or using our Services, you agree to be bound by these Terms. If you disagree with any part of the Terms, then you may not access our Services.

1. Definitions

In these Terms

2. Acceptance of Terms

The Service is offered subject to acceptance of all the terms and conditions contained in these Terms and all other operating rules, policies and procedures that may be published on the Platform by Capsa, which are incorporated by reference, including operating rules, policies and procedures of third-party service providers to the Platform that are referenced herein. These Terms apply to every user of the Service.

In addition, some services offered through the Platform may be subject to additional terms and conditions adopted by Capsa. Your use of those services is subject to those additional terms and conditions, which are incorporated into these Terms by this reference.

Capsa reserves the right, at its sole discretion, to modify or replace these Terms from time to time by posting the updated terms on the Platform. It is your responsibility to check the terms periodically for changes. If you object to such changes, your sole recourse will be to cease using the Platform and the Service. Your continued use of the Service following the posting of changes to the Terms will indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

Capsa reserves the right to change, suspend, or discontinue the Service (including but not limited to, the availability of any feature, database, or content) at any time for any reason. Capsa may also impose limits on certain features and Services or restrict your access to parts of or the entire Platform without notice or liability.

3. Scope of Service

3.1. Capsa is a financial technology company that helps businesses get direct access to capital by providing digital invoice financing services to Small and Medium Scale Enterprises (SMEs). Please note that we are not a government agency, government organization, financial institution, fund provider or other form of financial intermediator. We are a technology company providing a marketplace where businesses can trade invoices for funds provided by other participants on the Platform.

3.2. Users of Capsa’s Services can access the Service either as an Anchor, a Vendor, or as a Buyer or as both a Vendor and a Buyer (subject to meeting the pre-qualification criteria for both positions).

3.3. Subject to the approval of the know-your-customer documents and pre-qualification assessment by Capsa, a Vendor or an Anchor (where they decide to trade invoices) can upload their invoices for factoring.

3.4. An Anchor will be required to sign in on the Platform, verify and approve the invoices uploaded by a Vendor.

3.5. Following the approval and verification of the invoices traded by a Vendor, the Vendor will be notified of the approved invoices. These invoices will be put up for a bid and Buyers can then bid on these verified invoices.

3.6. A Vendor will be notified of a bid from Buyers and be allowed to accept the best bid from a Buyer, after which the Vendor and the Buyer will be required to sign a Bill of Sale

3.7. After the execution of the Bill of Sale, a Buyer will be notified of their accepted bid and will be required to make payment for the invoice. The Vendor will then be allowed to make a withdrawal of the payment for the purchased invoice.

3.8. Where an invoice is uploaded to the Platform by an Anchor, a representative of Capsa will verify and approve the invoice traded. Following the approval and verification, the invoice(s) will be uploaded on the Platform for Buyers to purchase. Subsequently, a Bill of Sale will be executed between the Anchor and the Buyer. After the execution of the Bill of Sale, the Buyer will be required to make payment for the invoice to Anchor’s vendor.

3.9. The Anchor’s vendor will then be allowed to make a withdrawal of the payment for the purchased invoice. The Anchor’s vendor will be required to be a User on the Platform before they are able to make a withdrawal of the payment for the purchased invoice.

3.10. Capsa may make access to and use of the Service, or certain areas or features of the Platform, subject to certain conditions or requirements, such as signing up for an account, completing a verification process, meeting specific quality or eligibility criteria.

3.11. Despite the verification process, Capsa does not assume any responsibility for the confirmation of any User’s identity. Notwithstanding the above, for transparency and fraud prevention purposes, and as permitted by applicable laws, we may, but have no obligation to ask Users to provide a form of government identification or other information or undertake additional checks designed to help verify the identities or backgrounds of members.

3.12. We are not responsible for and disclaim liability for the conduct of Users on the Platform. We do not guarantee that invoices listed on the Platform will receive an offer, or that the bids/offers will be the best possible rates or be benchmarked to the prevailing market rates. All trades on the Platform are transacted on full arm’s length basis between a willing Buyer and a willing Vendor or Anchor subject always to the Terms applicable to the Platform.

4. Accounts

4.1. To access our Services as a User, you are required to sign up on the Platform, create an account ("Capsa Account") by providing your full name, email address, phone number, password, Bank Verification Number and any other information we require from you to process or create your Capsa Account. If you are registering a Capsa Account for a company or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms.

4.2. Upon successfully creating a Capsa Account, you will be granted access to the Platform.

4.3. You must provide us with information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of these Terms, which may result in immediate termination of your account on our Platform and access to our Service.

4.4. You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password, whether your password is with our Service or a third-party service.

4.5. You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your Capsa Account.

4.6. You shall not use as a username, the name of another person, or entity that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.

4.7. You are liable for any and all activities conducted through your Capsa Account, unless such activities are not authorized by you and you are not otherwise negligent (such as failing to report the unauthorized use or loss of your credentials).

4.8. You agree to strictly observe the security and authentication procedures of the Site/Service and you will log out from the website by taking proper steps at the end of every visit.

5. User’s Representations and Warranties

Representations and warranties are statements and promises made by you to Capsa, which we rely on as being accurate in our dealings with you. You make the following representations and warranties to us at the time of agreeing to these Terms and every time you use the Service

5.1. you are over the age of 18 (eighteen) years and are of sound mind and have the capacity to enter into a legally binding contract;

5.2. all personal information that you provide about yourself or your business is accurate and true to the best of your knowledge;

5.3. you have carefully considered the risks involved with using the Platform, and its Service;

5.4. if you are registering or accepting these Terms on behalf of a legal entity such as a company, trust or partnership, you are legally authorised to do so and we may request evidence of such legal entitlement (by way of a copy of any document which shows the valid and subsisting authorisation);

5.5. you will obtain such professional advice as is appropriate to protect your interests, including legal, tax and other advice; and

5.6. you are not breaching any laws or regulations that are applicable to you or any company, trust or partnership upon whose instructions you are acting.

6. Intellectual Property

6.1. The Service and its original content, features and functionality are and will remain the exclusive property of Capsa. Our trademarks and trade name may not be used in connection with any product or service without the prior written consent of Capsa.

6.2. You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit Capsa’s Site or Capsa Content, except to the extent that you are the legal owner of certain User-Submitted Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Capsa or its licensors, except for the licenses and rights expressly granted in these Terms.

6.3. Subject to your compliance with these Terms, Capsa grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to access and view any Collective Content made available on or through the website and accessible to you, solely for your personal and non-commercial use.

6.4. Users shall not directly or indirectly: (i) decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the extent that applicable laws specifically prohibit such restriction; (ii) modify, translate, or otherwise create derivative works of any part of the Service; or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder.

7. Payment and Fees

In consideration of your use of our Platform, we will charge a Service Fee on each completed trade on the Platform. The Service Fee will be set at a value and charged in a manner determined by Capsa from time to time and you hereby agree that the fees are acceptable, and you are satisfied with the fees before you use the Platform. Payment processing services for Users on the Platform are provided by our payment service providers and are subject to the service agreement between Capsa and its payment service providers. By agreeing to these terms or continuing to operate as a User on the Platform, you agree to be bound by the service agreement between Capsa and its service providers, as the same may be modified from time to time.

8. Terms specific to Vendors

8.1. To access our Service as a Vendor, you are required to create an account, known as a Vendor Account, by providing us with your email address, phone number, Bank Verification Number, and in the case of corporate entities, your company’s registration number, incorporation documents, bank details, account number, and Special Control Unit on Money Laundering Certificate (SCUML) for business ventures and corporations (except where specifically exempted).

8.2. After signing up, Capsa will verify the information you provided as part of our Know-Your-Customer (KYC) procedure.

8.3. You can initiate a transaction through the Platform by uploading and presenting an invoice for trade.

8.4. Prior to permitting the listing of any invoice on the Platform, the Vendor will be required to provide information relating to the invoice such as the name of its Obligor, nature of goods or services provided, the due date of the invoice, date of completion/delivery and the invoice number. Upon receipt of the invoice pre-qualification information outlined, Capsa will conduct a pre-qualification assessment in line with the Website’s SOP.

8.5. As a Vendor, you understand and agree that you would only offer an invoice that you have permission to sell and that these invoices are not a product of buying or selling unlawful items or services under any applicable laws in the Federal Republic of Nigeria.

8.6. Before any invoice can be approved for trading, Capsa will require an Anchor to sign in, verify and approve the invoice. If the invoice is approved by the Anchor, the invoice will be put up for a bid on the live deals section of the Platform and Buyers will be notified of the availability of this invoice.

8.7. By authorizing a trade, you agree to a contractual obligation being established between you and the Buyer, you confirm your satisfaction with the bid price, you agree to assign in full, all legal and beneficial interest in the Receivables to the Buyer, and you also agree to an at-source deduction of Capsa’s Service Fee from the bid price payable by the Buyer.

8.8. Upon receiving bids from Buyers, you can accept the best bid from any of the Buyers after which you would execute the Bill of Sale between yourself and the Buyer.

8.9. Once payment is made by the Buyer, you can initiate a withdrawal of the payment made which will be received into the bank details you provided.

8.10. You agree to not use the Platform or Service to perform any transaction that is connected to any illegal activity including but not limited to money laundering, fraud and the funding of terrorist organisations. If we reasonably believe that you are using our Service or Platform in connection with any illegal activity or for any fraudulent purpose, or are permitting a third party to do so, we will terminate your Capsa Account and report you to the appropriate legal authorities.

8.11. You agree that Receivables shall exclude any liabilities with regards to poor performance, guaranties, warranties, and other liabilities inferred in the invoice.

9. Terms specific to Buyers

9.1. To access our Service as a Buyer, you will be required to create an account, known as a Buyer Account, by providing us with your email address, phone number, Bank Verification Number, and in the case of corporate entities, your company’s registration number, incorporation documents, bank details and Special Control Unit on Money Laundering Certificate (SCUML) for business ventures and corporations (except where specifically exempted).

9.2. After signing up, you will be able to find invoices which a Vendor presents for trading which you may make bids for on the live deals section of the Platform.

9.3. A Buyer is required always have a minimum amount of ₦50,000 (fifty thousand Naira) in their Account to be eligible to participate in a trade.

9.4. If the Vendor accepts your bid, you will be notified of this acceptance and you may make payment for the invoice through the payment gateway on the Platform.

9.5. As a Buyer, you are required to fund your Account with the accepted bid price once your bid is accepted by the Vendor. Failure to fund your Account invalidates a trade and within 24 (twenty-four) hours, the referenced invoice will be re-listed. By submitting a bid, you give Capsa the right to debit your Account for the full value of the bid price of the invoice. There will be no reversal of a trade that has been duly authorized by the parties or refund after payment has been debited from a Buyer’s Account.

9.6. The Buyer shall use the Platform and Service in accordance with applicable laws, these Terms, our Privacy Policy and any other agreement with Capsa.

10. Terms specific to Anchors/Obligors

10.1. To be onboarded as an Anchor/Obligor on the Platform, you are required to fulfil the underlisted conditions:

10.2. Upon completion of the Anchor onboarding procedure, you have agreed to be contractually bound to the Buyer of any invoice in respect of which you are the Anchor and which you have verified for listing and trade in accordance with the Website’s SOP

10.3. The Anchor confirms its willingness to permit a novation of invoice rights to the Buyer and its willingness to substitute Capsa’s payment details for that of the Vendor for payment upon maturity of an invoice.

10.4. The Vendor shall be deemed to have a liquidated money claim against you for the face value of the invoice as its legal and beneficial owner.

10.5. Prior to permitting the listing of any invoice on the Platform, the Vendor will be required to provide information relating to the invoice, such as the name of Anchor, the nature of good or service provided, the due date of the invoice, date of completion/delivery and the invoice number. Upon the receipt of such invoice pre-qualification information, Capsa will conduct a pre-qualification assessment in line with the Terms which includes the Anchor certifying that:

10.6. An Anchor may also upload an invoice for trade on the Platform. The Anchor will be required to provide information relating to the invoice such as the details of the Anchor’s vendor, the nature of goods or services provided, the due date of the invoice, date of completion/delivery, the interest that will accrue on the invoice and the invoice number. Upon receipt of the invoice pre-qualification information outlined, Capsa will conduct a pre-qualification assessment in line with the Website’s SOP.

10.7. In the event that an Anchor uploads an invoice for trade on the Platform, the Anchor also understands and agrees that they would only offer an invoice that they have permission to sell and that these invoices are not a product of buying or selling unlawful items or services under any applicable laws in the Federal Republic of Nigeria.

10.8. By authorizing a trade, the Anchor agrees to a contractual obligation being established between them and the Buyer, they agree to assign in full, all legal and beneficial interest in the Receivables to the Buyer, and they also agree to an at-source deduction of Capsa’s Service Fee from the purchase price payable by the Buyer.

11. Trade and Settlement

11.1. Trade Settlement: Once an invoice is verified in accordance with the Terms, it will be listed as eligible for trade on the Platform. Once a Buyer bids for an invoice, the bid qualifies as an OFFER to be accepted by the Vendor. Upon the Vendor accepting the bid, ACCEPTANCE occurs. In the case of an invoice traded by an Anchor, an OFFER occurs when the invoice is traded on the Platform and an ACCEPTANCE when the Buyer accepts the purchase price of the invoice. CONSIDERATION passes when the Buyer funds its Account with the bid/purchase price. Once the Buyer’s Account is funded and payment is confirmed, an electronic certificate evidencing the sale is autogenerated for the Buyer’s use. Capsa is duly authorized to debit the Buyer’s Account to fund the Vendor’s or Anchor vendor’s Account with the bid or purchase price within the trade date plus 2 (two) days (Settlement Cycle) and deduct the Service Fee.

11.2. Receivables Settlement: Upon the maturity of the invoice, the Anchor is contractually bound to pay the face value of the invoice into the Buyer’s Account within 24 (twenty-four) hours. Capsa has an obligation to credit the Buyer’s Account within the trade date plus 2 (two) days (Settlement Cycle) from the date the funds are received from the Anchor. Where the Anchor/Obligor fails to make payment on the due date, the Buyer shall have no recourse against Capsa.

12. User Ranking

Capsa runs an independent ranking system for all Users on the Platform based on established parameters. By registering as a User on the Platform, you agree to be ranked and to provide all information which may, from time to time, be required to facilitate your ranking or periodic review as required. Capsa also publishes statutory financial information about verified Anchors on its Platform. This information, when published, will be indicated as either independently sourced from public records or sourced directly from the Anchor. Capsa makes no representation regarding the accuracy of any published financial information and disclaims liability for the accuracy or otherwise of same.

13. Lien, Default and Blacklisting

Users are expected to perform their contractual obligation to trade counterparties as and when due. In the event of default and in order to maintain the integrity of the Platform, Capsa may in its discretion, downgrade the ranking of, or delist entirely any defaulter on the Platform. Capsa may also, on behalf of itself and the trade counterparty, take a lien over all or any funds in the defaulting User’s Account. Capsa shall have the right to apply the funds towards payment of Capsa’s Service Fee in the first instance and the balance of the invoice face value to the trade beneficiary. Capsa shall, on demand, render account to the defaulting party and the trade beneficiary.

The following, although not an exhaustive list, shall qualify a User as a defaulter:

13.1. the Vendor’s/Anchor’s invoice verification fails due to false/incomplete information given on the invoice and/or the Obligor’s failure to confirm the validity of the invoice;

13.2. the Buyer fails to fund the Account after the bid for invoice listed is accepted by the Vendor;

13.3. the Obligor fails to settle payment of the invoice upon maturity date;

13.4. a User declares false information during registration and E-KYC process; and

13.5. the Vendor fraudulently receives the face value of the traded invoice from the Anchor, resulting in payment not being made to the Buyer's account.

Consistent defaulters will be ranked poorly and subsequently delisted from the platform. An Anchor credit assessment will be undertaken periodically. Anchors who fail CAPSA's periodic credit assessments, or record defaults on the Platform will also be delisted. Users agree to comply with law enforcement authorities and the courts in the enforcement of any legal actions against a defaulting party/user. Where legally required or at Capsa's discretion, Capsa will cooperate with law enforcement agencies and regulatory bodies in any investigation of an alleged illegal activity on the Service or default by a User on the Platform.

14. Prohibited Activities

14.1. You shall not use the Service for any purpose that is prohibited by these Terms. You are responsible for all your activity in connection with the Service. Violation of our rules may result in the termination and cancellation of your Account. You acknowledge and agree that we may terminate any Capsa Account at any time for any reason (including, but not limited to, our independent assessment or the receipt of claims or allegations from third parties or authorities).

14.2. You shall not utilise the Platform or the Service for any illegal purpose, including activities such as money laundering or terrorism financing. Capsa reserves the right to monitor and report any suspicious activities to the relevant authorities, including the Nigerian Financial Intelligence Unit (NFIU).

14.3. You are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Service. In connection with your use of the Platform, you will not and will not assist or enable others to:

14.4. You shall not use the Platform with the intention for any other reason to:

14.5. You acknowledge that Capsa has no obligation to monitor the access to or use of the Platform by any User or to review, disable access to, or edit any User-Submitted Content, but has the right to do so to (i) operate, secure and improve the Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure User’s compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to content that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. Users agree to cooperate with and assist Capsa in good faith, and to provide Capsa with such information and take such actions as may be reasonably requested by Capsa with respect to any investigation undertaken by Capsa or a representative of Capsa regarding the use or abuse of the Platform

14.6. If you feel that any User you interact with, whether online or in person, is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behaviour, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to Capsa by contacting us with your police station and report number (if available); provided that your report will not obligate us to take any action beyond that required by law (if any) or cause us to incur any liability to you.

15. Links to Other Websites

15.1. Our Platform may contain links to third-party websites or services that are not owned or controlled by Capsa.

15.2. Capsa has no control over and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites sites or services. You further acknowledge and agree that Capsa shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.

15.3. We strongly advise you to read the terms and conditions and privacy policies of any third-party websites or services that you visit.

16. Termination

16.1. We may terminate or suspend our Service to you immediately, without prior notice or liability, for any reason whatsoever, including without limitation, if you breach the Terms.

16.2. Upon termination, your right to use the Platform and our Service will immediately cease. If you wish to terminate your account, you may simply discontinue using the Service.

17. Indemnity

You agree to indemnify and hold harmless Capsa, its affiliates and subsidiaries, its officers, directors, employees and agents, against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profits, loss of reputation and all interest penalties and legal and other reasonable professional costs and expenses) suffered or incurred as a result of:

17.1. your fraudulent or illegal use of the Service or the Platform;

17.2. your negligence or any default by you of any of these Terms;

17.3. any inaccurate or incomplete information that you have knowingly provided to us;

17.4. your allowing any other person to access your account either with your permission or as a result of your failure to keep your username and password private;

17.5. any claim made against you for actual or alleged infringement of the Company’s Intellectual Property Rights or any actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with the Service or your use of the Platform.

18. Limitation of Liability

In no event shall Capsa, its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from:

18.1. your use of the Platform or the Serviceor your inability to use the Platform or the Service;

18.2. any conduct or content of any third party on the Platform;

18.3. any unauthorised access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose; and

18.4. any legal proceedings between the you and any third parties.

19. Disclaimer

19.1. Your use of the Service is at your sole risk. The Platform is provided on an "AS IS" and "AS AVAILABLE" basis. The Platform is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.

19.2. Capsa, its subsidiaries, affiliates, and its licensors do not warrant that a) the Platform will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Platform is free of viruses or other harmful components; or d) the results of using the Platform will meet your requirements.

19.3. In no event will Capsa, its partners, service providers, affiliates or any of their respective directors, officers, employees or agents be liable to the other party for any special, incidental, indirect, punitive, exemplary or consequential damages, whether foreseeable or unforeseeable, which may arise out of or in connection with this Term, regardless of whether either party has been apprised of the possibility or likelihood of such damages occurring, or whether claims are based or remedies are sought in contract or tort otherwise.

20. Governing Law

20.1. These Terms shall be governed and construed in accordance with the laws of The Federal Republic of Nigeria, without regard to its conflict of law provisions.

20.2. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms & Conditions constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have between us regarding the Service.

21. Dispute Resolution

21.1. Any disputes arising under or in connection with the validity, interpretation and performance of this Terms between Capsa and any third parties that cannot be resolved amicably by the parties through negotiation within 30 (thirty) days shall be resolved by Arbitration at the Lagos Court of Arbitration (LCA) before a single arbitrator in accordance with the Arbitration and Mediation Act, 2023.

21.2. The Parties shall endeavour in good faith to mutually agree on the selection of an arbitrator. If the Parties cannot mutually agree on the selection of an arbitrator within ten (10) days of the request, they shall apply to the LCA to appoint an arbitrator. Arbitration proceedings shall be conducted in Lagos. The arbitrator will be requested to render an award within ninety (90) days and to provide, in writing the reasoning for the award. The decision of any such arbitrator shall be final and binding on the parties.

21.3. Each party shall bear its cost in connection with the Arbitration and the arbitrator’s fees shall be split equally between both parties.

22. Force Majeure

Capsa shall not be liable for failure to perform, or for delay in performing its obligations hereunder if such failure or delay shall be due to natural disasters, war, riot, civil commotion, weather, pandemics, epidemics, labour disputes, failure of sub-contractors or any other cause beyond its reasonable control and whether or not of a similar nature to the foregoing.

23. Feedback

We welcome and encourage you to provide feedback, comments and suggestions for improvements to Capsa’s Platform or Service. You may submit your feedback by emailing us at support@getcapsa.com. Any feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting your feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.

24. Changes to Terms of Service

Capsa reserves the right, in its sole discretion, to change these Terms of Service. In the event of changes, we will provide you with reasonable notice via e-mail (to registered Users) and pop-up messages displayed on the Platforms in advance of the effective date of the update.

25. Contact Us

If you have any questions about these Terms of Use, please contact us at support@getcapsa.com