Terms of Service

Last updated July 5, 2025

PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN BINDING AND FINAL ARBITRATION PROVISIONS AND CONTAIN LEGALLY BINDING LEGAL TERMS THAT GOVERN YOUR USE OF THE Capify SERVICES.

1. Introduction

1.1 These Terms of Service ("Terms") govern your use of the Capify (the "Services"), including the Capify website, application, widgets, tools, features, content, or online services made available by Capify AI, Inc. ("we", "us", "our").

1.2 The Services include a technology platform that enables users (“Licensors”) of the Services to mix, master, or otherwise modify sound recordings (each individually, a “Master” and collectively, the “Masters”) and underlying musical compositions embodied therein (each individually, a “Composition” and collectively, the “Compositions”) and making available for download the modified versions of the Masters (each, a “Derivative Master”) and underlying derivative musical compositions (each, a “Derivative Composition”). Masters, Compositions, Derivative Masters, and Derivative Compositions shall be collectively referred to hereunder as “Music Content”.

1.3 AI-Based Features. The Services include certain optional features that use Artificial Intelligence technologies to assist in the mixing and mastering process. By using these features you acknowledge and agree that: a) the providers of the AI models may use your text input for training (not including Your Music Content), and b) you are solely responsible for determining the copyrightability of any content produced through your use of these features and Capify AI, Inc. cannot provide legal advice or assurances as to the impact of using AI-assisted tools on your IP rights. If you have any questions regarding copyright protection of Your Music Content and the impact of using AI technologies we recommend that you seek legal counsel.

2. Your use of the Services.

2.1 Acceptance and Modification of the Terms. By accessing or using the services or otherwise indicating your acceptance of the terms, including but not limited to creating an account and accepting these Terms, you agree to be bound by these Terms. If you do not agree with these Terms you may not access or use the Services.

2.2 Changes to the Terms. We may, in our sole discretion, update or amend these Terms from time to time. If such updates or amendments are material to the Terms or your rights, we will notify you in advance by email and through notifications within the Services at least 30 days before the effective date of the revised Terms. Your continued use of the Services after the new effective data constitutes acceptance of the revised Terms.

2.3 You are responsible for maintaining valid and updated contact information as long as you use the Services.

2.4 Availability and Changes to the Services. We may, at any time and in our sole discretion, change or discontinue the Services or features within the Services, and such changes may be temporary or permanent and may impact all or certain territories. We make no representation or warranty with respect to availability of the Services. You are solely responsible for maintaining backup copies of any content or data uploaded to the Services.

3. Content, Ownership, and Limited License of the Services

3.1. Content. The Services contain a variety of: (i) materials and other items relating to Capify, and its products and services, and similar items from our licensors and other third parties, including all layout, information, articles, posts, text, data, files, images, scripts, designs, graphics, button icons, instructions, illustrations, photographs, audio clips, music, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the "look and feel" of the Services, and the compilation, assembly, and arrangement of the materials of the Services and any and all copyrightable material (including source and object code); (ii) trademarks, trade dress, logos, trade names, service marks, and/or trade identities of various parties, including those of Capify AI, Inc. (collectively, "Trademarks"); and (iii) other forms of intellectual property (all of the foregoing but excluding Music Content (defined below), collectively, "Content").

3.2 Ownership of the Content and the Services. The Services (including past, present, and future versions) and the Content are owned or controlled by us, our licensors and/or certain other third parties. All right, title, and interest in and to the Content available via the Services is the property of Capify AI, Inc. or our licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent, and/or other intellectual property and unfair competition rights and laws to the fullest extent possible. We own the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Services.

3.3 Limited License to use the Services and Content. Subject to your strict compliance with these Terms (including payment of a subscription fee), we grant you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to: (i) download (temporary storage only), display, view, use, play, and/or print one copy of the Content, excluding Music Content, on a personal computer, mobile phone or other wireless device, or other Internet enabled device (each, a "Device") for your personal, non-commercial use only. The foregoing limited license: (i) does not give you any ownership of, or any other intellectual property interest in, any Content, and (ii) may be immediately suspended or terminated for any reason, in our sole discretion, and without advance notice or liability. In some instances, we may permit you to have greater access to and use of Content, subject to certain Additional Terms.

3.4 Reservation of Rights. These Terms include specified, limited grants of rights to Content and to use and access the Services. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. All rights not expressly granted to you are reserved by us and our licensors and other third parties. Any unauthorized use of any Content or the Services for any purpose is prohibited.

4. Ownership and License of Your Music Content

4.1 For good and valuable consideration, you grant to us a license, for so long as you choose to host the applicable Music Content on the Services and to the extent necessary for us to provide the Services, to:

4.1.1 Host, reproduce, distribute, make available for download and/or perform (publicly or otherwise) all Masters and Compositions on the Services;

4.1.2 Perform, display, communicate to the public, and otherwise make available Your Music Content, by means of digital audio transmissions (on an interactive or non interactive basis) through the Services to enable your use of the Services without the payment of any fees or royalties to (i) the songwriters, composers, or music publishers owning any rights in and to Your Music Content; (ii) any performing artist(s) (including non-featured vocalists and musicians) on Your Music Content; (iii) any other person involved in the creation of or owning any portion of Your Music Content, including, but not limited to a record label, and (iv) any agents for any of the foregoing, including, without limitation, performing rights organizations ("PROs") and unions or guilds, whether U.S.-based (such as ASCAP, BMI, SESAC, SoundExchange, AFTRA and AFM) or foreign (e.g., PRS for Music, PPL, CMRRA, CSI, GEMA, etc.);

4.1.3 Distribute Your Music Content to you or others authorized by you through downloads from the Services;

4.1.4 Use and distribute Copyright Management Information as embodied in a Digital Master of Your Music Content;

4.1.5 Use Your Music Content and metadata as may be reasonably necessary or desirable for us to exercise our rights under these Terms; and

4.1.6 License any of the rights granted to us hereunder to third parties as reasonably necessary to perform its obligations hereunder or to otherwise effectuate the purpose of these Terms.

4.2 The rights granted pursuant to this section with respect to each Master (and the applicable corresponding underlying Composition) shall be non-exclusive to us.

4.3 Licensor hereby represents and warrants: (1) no selections, materials, ideas, or other properties furnished by Licensor and embodied or contained in the Master(s) or the Composition(s), nor the exercise by us of any of its rights hereunder, will violate or infringe upon any law or statutory right of any third party; (2) Licensor has the full right, power and authority to agree to these Terms, grant the rights conveyed to us hereunder, and perform Licensor's material terms and obligations hereunder; and (3) Licensor has not entered into and shall not enter into to any agreement with any third-party record company, distributor, music publisher, or any other person or entity that would conflict, inhibit, restrict or impair the rights granted to us hereunder or the performance of Licensor's obligations under these Terms.

4.4 Licensor hereby forever releases and covenants not to sue us or the Related Parties from any and all claims arising out of or in connection with any act or omission of any third party in connection with any Master(s), Composition(s), Derivative Master(s) and/or Derivative Composition(s) hereunder, including, without limitation, any unauthorized commercial exploitation thereof.

5. Subscription Terms

5.1 General Subscription Terms

5.1.1 You must be at least eighteen (18) years of age or the applicable age of majority in your jurisdiction of residence to subscribe to the Services.

5.1.2 To subscribe to the Services, you must provide us with a valid credit card numberand associated payment information needed to charge your card. By submitting that information to us or our third party credit card processor, you agree that you authorize us and/or our processor to charge your card at our convenience but within thirty (30) days of credit card authorization.

5.1.3 For any product or service that you order on the Service, you agree to pay the price applicable (including any sales taxes and surcharges) as of the time you submit the order. We will automatically bill your credit card or other form of payment submitted as part of the order process for such price.

5.1.4 Except in the event of a free trial offer, your subscription will commence as of the date your payment for a subscription is received. Your subscription will continue in full force for the length of the term you specifically purchased or on a month-to-month term until such time as you cancel the subscription as further explained below (the "Subscription Term"). In the event that you cancel a subscription in the middle of your Subscription Term, you will not be entitled to receive a refund for the unused portion of the remainder of that Subscription Term.

5.1.5 We have the right, upon written notice to you, to terminate these Terms, and suspend your access to your subscription, if: (a) you fail to pay any amount due under these Terms; and/or (b) you materially breach any term or condition of these Terms. We shall have the right to terminate these Terms and suspend your access to your subscription with or without cause, upon thirty (30) days written notice to you in which case you will no longer be charged for access to the subscription. Upon the expiration or termination of these Terms for any reason, your access to, and your use of, your subscription will terminate.

5.1.6 EU Customers Right to Withdraw. If you are in the European Union, and for any reason you are not satisfied with your subscription to the Services, you can exercise your statutory right of withdrawal. You can exercise your right of withdrawal within 30 calendar days after the services that have been delivered to you or a third party you have specified (other than the shipping company) or if you have ordered several services in one order that have been delivered separately, within 30 days after the delivery of the last service, without giving any reason, by informing us that you wish to return the purchase. Provided that for digital content or digital services accessed on or through the Services, this right will end when the digital services are provided, and after you agree to the start of the download. You acknowledge and agree that once the digital services are provided, or you begin the download process, you will lose the right of withdrawal.

5.1.7 Free Trials/Promotional Offerings. We may, from time to time, offer promotional trial subscriptions to access the Services for free for a limited time or at special discounted prices. If you sign up for a trial use, your rights to use the Services are limited by the terms of such trial and will terminate or renew on the terms of your trial arrangement and/or any applicable additional terms. Please be aware that when you sign up for a free trial, you will be required to provide your credit card number and we will confirm your credit card is valid. When we process your credit card, some credit card companies may place a temporary hold on your account for your first payment. In the event that you decide to cancel your trial, we will use commercially reasonable efforts to remove the temporary hold from your account. Please note that we do not provide price protection or refunds in the event of a price drop or promotional offering.

5.2 Auto-Renewal of Subscription

5.2.1 Your subscription to the applicable tier on the Services will automatically renew at the end of your Subscription Term continuously and indefinitely without action by the member, and the membership fee is charged to the member at the time of renewal. An enrollee whose membership fee has been paid is entitled to all privileges included in the membership until the membership is cancelled by the enrolled member as set forth in the paragraph below. By providing your payment method information for your subscription, you are agreeing to pay a subscription fee, that will automatically renew, at the then current rate, unless you cancel prior to the expiration of the current Subscription Term, and any applicable taxes and service fees (collectively, "Fees").

5.2.2 The Fees will be charged to your original payment method automatically at the beginning of your Subscription Term, and at the beginning of each renewal Subscription Term thereafter on the calendar day corresponding to the commencement of your current Subscription Term, unless you cancel your subscription or your account is suspended or terminated pursuant to these Terms. The renewal Subscription Term will be the same length as your initial Subscription Term unless otherwise disclosed to you at the time of sale. The rate for the renewal Subscription Term will be the then current subscription-rate.

5.2.3 The Fees charged to your payment method may vary from Subscription Term to Subscription Term due to changes in your subscription plan or applicable taxes, and you authorize us to charge your payment method for these amounts. We reserve the right to change the pricing of subscriptions at any time. In the event of a price change, we will post the new pricing on the Services and attempt to notify you in advance by sending an email to the address you have registered for your account. You agree that we may change the pricing we charge you for your subscription and any products/services offered in your subscription package by providing you with notice through an electronic communication from us and you agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You consent to our ability to change our pricing and the details of our subscription packages through an electronic communication to you. If you do not wish to accept a price or subscription package change made by us, you may cancel your subscription as described below, otherwise you will be deemed to have consented to the price/subscription package change and authorize us to charge the new Fees to your payment method. If there are any discrepancies in billing, you hereby waive your right to dispute such discrepancies if you do not notify us within sixty (60) days after they first appear on an account statement.

5.3 Cancellation of Subscription. You have the right to cancel your subscription at any time upon notice to us by logging into the Services and cancelling from your account page. Cancellation of initial membership any time after purchase will result in forfeiture of the membership fee. To avoid a late cancellation fee or forfeiture of the membership renewal fee, membership should be cancelled prior to the end of the then current Subscription Term. Upon cancellation, the member loses access to the areas of the Services designated for members only. This could include any credit and other data and analyses that have been displayed during your membership. To the extent that you continued to get charged after cancellation of your membership due to our error or otherwise, you agree that your sole remedy will be to receive a refund from us for the overcharged amounts.

5.4 You agree to pay all fees and charges incurred in connection with your purchases (including any applicable taxes) at the rates in effect when the charges were incurred. Unless you notify us of any discrepancies within sixty (60) days after they first appear on your credit card statement, you agree that they will be deemed accepted by you for all purposes. If we do not receive payment from your credit card issuer or its agent, you agree to pay all amounts due upon demand by us or our agents. You are responsible for paying any such taxes or charges imposed on your purchases, including, but not limited to, sales, use or value-added taxes. We shall automatically charge and withhold the applicable tax for orders to be delivered to addresses within and any states or localities that it deems is required in accordance with our order policy in effect at the time of purchase.

5.5 No responsibility to Sell Mispriced Products or Services. We do our best to describe every item, product or service offered on this Services as accurately as possible. However, we are human, and therefore we do not warrant that specifications or pricing on the Services is complete, accurate, reliable, current, or error-free. In the event of any errors relating to the pricing or specifications of any item, product or service, we shall have the right to refuse or cancel any orders in its sole discretion. If we charged your credit card or other account prior to cancellation, we will issue a credit to your account in the amount of the charge. Additional terms may apply. If a product you purchased from us is not as described, your sole remedy is to return it in unused condition, complete and undamaged, in the original packaging.

5.6 Modifications to Prices or Billing Terms. PRODUCTS AND SERVICES DISPLAYED ON THE SERVICES MAY NOT BE AVAILABLE AT ALL TIMES AND MAY BE SUBSTITUTED OR DISCONTINUED AT ANY TIME. WE RESERVE THE RIGHT, AT ANY TIME, TO CHANGE ITS PRICES AND BILLING METHODS FOR SERVICES SOLD, EFFECTIVE IMMEDIATELY UPON POSTING ON THE SERVICES OR BY E-MAIL DELIVERY TO YOU.

5.7 Order Acceptance Policy

5.7.1 Your receipt of an electronic or other form of order confirmation does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell. We reserve the right at any time after receipt of your order to accept or decline your order for any reason. We further reserve the right any time after receipt of your order, without prior notice to you, to supply less than the quantity you ordered of any item. Your order will be deemed accepted by us upon our delivery of the Services.

5.7.2 We may require additional verifications or information before accepting any order. Notwithstanding the foregoing, you agree that, if we cancel all or a portion of your order or if we provide you less than the quantity you ordered, your sole and exclusive remedy is either that: (a) we will issue a credit to your credit card account in the amount charged for the cancelled portion or the quantity not provided (if your credit card has already been charged for the order); or (b) we will not charge your credit card for the cancelled portion of the order or the quantity not provided.

5.7.3 Do not assume that a cancellation or change of an order you have placed with us has been effected until you receive a confirmation from us via email or through the Services. As stated above, you will be responsible for, and your credit card or third-party payment account may be charged for, the payment of all fees associated with orders already processed or shipped before your cancellation/change request or a request to terminate your account was received.

6. Refunds.

Currently, our refund policy is to not offer any refunds for any subscriptions or products purchased through the Service, except in our sole and absolute discretion.

7. Prohibited Use of the Services.

7.1 You agree not to use the Services for any unlawful purpose or in any way that might harm, damage, or disparage us or any other party. Without limiting the preceding sentence and by way of example and not limitation, you agree that you will not do or attempt any of the following:

7.1.1 Reproduce, duplicate, copy, sell, trade, resell, distribute or exploit, any portion of the Services, use of the Services, access to the Services or content obtained through the Services, as a result of your being granted permission to upload Your Content to the Services;

7.1.2 Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Services, features that prevent or restrict the use or copying of any part of the Services or features that enforce limitations on the use of the Services;

7.1.3 Threaten, harass, abuse, slander, defame or otherwise violate the legal rights (including, without limitation, rights of privacy and publicity) of third parties;

7.1.4 Threaten, harass, abuse, slander, defame or otherwise violate the legal rights (including, without limitation, rights of privacy and publicity) of our staff, employees, or affiliates.Publish, distribute or disseminate any inappropriate, profane, vulgar, defamatory, infringing, obscene, tortious, indecent, unlawful, offensive, immoral or otherwise objectionable material or information;

7.1.5 Publish, distribute or disseminate any inappropriate, profane, vulgar, defamatory, infringing, obscene, tortious, indecent, unlawful, offensive, immoral or otherwise objectionable material or information towards our staff, employees, or affiliates;

7.1.6 Create a false identity or impersonate another person or that person's sound or style in a way that: a) infringes that other person's rights, or b) for the purpose of misleading others as to your identity, including, but not limited to, providing misleading information to any feedback system employed by us;

7.1.7 Transmit or upload any material that contains viruses, Trojan horses, worms, time bombs, cancelbots, or any other harmful, damaging or deleterious software programs;

7.1.8 Interfere with or disrupt the Services, networks or servers connected to the Services or violate the regulations, policies or procedures of such networks or servers;

7.1.9 Upload or otherwise transmit any information or content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, including by incorporating any such material in Your Content; or

7.1.10 Use the Services in any manner whatsoever that could lead to a violation of any federal, state or local laws, rules or regulations.

8. Disclaimers

8.1 YOUR ACCESS TO AND USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS", "AS AVAILABLE", AND "WITH ALL FAULTS" BASIS. Therefore, to the fullest extent permissible by law, we and each of our officers, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns, hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, as to:

8.1.1 the Services (including the Content and the Music Content);

8.1.2 the functions, features, or any other elements on, or made accessible through, the Services;

8.1.3 any products, services, developer code or instructions offered or referenced at or linked through the Services;

8.1.4 whether the Services or the servers that make the Services available are free from any harmful components (including viruses, Trojan horses, and other technologies that could adversely impact your device);

8.1.5 whether the information (including any instructions) on the Services is accurate, complete, correct, adequate, useful, timely, or reliable;

8.1.6 whether any defects to, or errors on, the Services will be repaired or corrected;

8.1.7 whether your access to the Services will be uninterrupted;

8.1.8 whether the Services will be available at any particular time or location; and

8.1.9 whether your use of the Services is lawful in any particular jurisdiction.

8.2 EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN OR IN ADDITIONAL TERMS PROVIDED BY US, TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS.

8.3 Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimers may not apply to the extent such jurisdictions' laws are applicable.

9. Limitation of Liability

9.1 Our Limited Liability. Capify AI, Inc. SHALL NOT BE LIABLE TO YOU FOR SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY NATURE, FOR ANY REASON, INCLUDING, WITHOUT LIMITATION, THE BREACH OF THESE TERMS OR ANY TERMINATION OF THESE TERMS, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), CONTRACT, OR OTHERWISE, EVEN IF WE HAVE BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES. WE SHALL NOT BE LIABLE FOR ANY ROYALTIES, FEES, PAYMENTS, OR ROYALTIES THAT ARE DUE FOR ANY USE OR MISUSE OF YOUR CONTENT, WHETHER PURSUANT TO AN EXISTING, EXPIRED, OR TERMINATED AGREEMENT WITH US OR OTHERWISE. OUR TOTAL LIABILITY TO YOU FOR ANY BREACH OF THESE TERMS SHALL IN ALL INSTANCES BE LIMITED TO THE AMOUNT ACTUALLY PAID TO YOU BY US FOR THE DISTRIBUTION OR LICENSING OF YOUR CONTENT DURING THE SIX-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF YOUR CLAIM AGAINST US.

9.2 Maximum Limitation Allowable by Law. TO THE EXTENT APPLICABLE LAW DOES NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH CASES YOU AGREE THAT OUR LIABILITY TO YOU SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. YOU UNDERSTAND AND AGREE THAT WE CAN ONLY OFFER OUR SERVICES TO YOU ON THE BASIS THAT OUR LIABILITY IS LIMITED AND SUCH LIMITATION IS A FAIR AND REASONABLE ALLOCATION OF RISK BETWEEN YOU AND US.

10. Indemnification

10.1 Indemnification Obligation. You agree to indemnify, defend, and hold harmless i) us and our employees, representatives, agents, affiliates, directors, officers, managers, and shareholders (the "Parties"), ii) Licensees, and iii) customers of Licensees exercising rights consistent with the grant of rights set forth in these Terms from any damage, loss, or expense (including, without limitation, attorneys' fees and costs) incurred in connection with any third-party claim, demand, or action ("Claim") brought against any of the Parties arising out of any breach or alleged breach of these Terms or any of the warranties, representations, covenants, or agreements made by you. Such Claims may include, but are not limited to: i) a PRO or music publisher with respect to any public performance or communication to the public of any musical works embodied in Your Content, ii) any contributor to a sound recording included within Your Content, including unions, guilds, background musicians or vocalists, engineers, producers, or others, iii) any other party for any use or misuse of any other form of intellectual property or proprietary rights in Your Content, iv) any act, error, or omission committed by you or any person or entity acting on your behalf or under your direction or control, and v) Your Content and any use or exploitation thereof as contemplated under these Terms.

10.2 Reimbursement on Demand. You agree to reimburse us, on demand, for any payment made by us at any time with respect to any Claims to which the foregoing indemnity applies. Pending the resolution of any claim, demand, or action, we may, at our election, withhold payment of any monies otherwise payable to you hereunder in an amount which does not exceed your potential liability to us pursuant to this indemnity clause.

10.3 Control of Defense, Disposition, and Settlement. If we make an indemnification request to you under these Terms, we may permit you to control the defense, disposition or settlement of the matter at your own expenses, provided that you shall not, without our prior written consent, enter into any settlement or agree to any disposition that requires any admission of liability by us or any Licensee or customer of a Licensee or imposes any conditions or obligations on us or a Licensee or customer of a Licensee (the "Indemnified Parties") other than the payment of monies that are readily measurable for purposes of determining your monetary indemnification or reimbursement obligations to the Indemnified Parties. If the Indemnified Parties, in their reasonable and good faith judgment conclude that you are not capable of defending the interests of one or more of the Indemnified Parties against any Claims, then the Indemnified Parties, either individually or collectively, shall have the option to control the defense in any matter or litigation through counsel of their own choosing to defend against any such Claim for which you owe the Indemnified Parties an indemnification, and the costs of such counsel, as well as any court costs, shall be at your expense.

11. Dispute Resolution

11.1 Mandatory Arbitration. YOU AND Capify AI, Inc. AND EACH OF OUR RESPECTIVE SUBSIDIARIES, AFFILIATES, PREDECESSORS IN INTEREST, SUCCESSORS, AND PERMITTED ASSIGNS AGREE TO ARBITRATION (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT), AS THE EXCLUSIVE FORM OF DISPUTE RESOLUTION EXCEPT AS PROVIDED FOR BELOW, FOR ALL DISPUTES AND CLAIMS ARISING OUT OF OR RELATING TO THE TERMS OR YOUR USE OF THE SERVICES.

11.2 Commencing Arbitration

11.2.1 Notice of Arbitration. A party who intends to seek arbitration must notify the other party, by email or certified mail, a written notice of intent to arbitrate (a "Notice"). The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (the "Demand"). If the parties are unable not reach an agreement to resolve the claim within 30 days after the Notice is received, you or we may commence an arbitration proceeding as set forth below or file a claim in small claims court.

11.2.2 Administration of the Arbitration. THE ARBITRATION SHALL BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION ("AAA") IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES AND THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES (THE "Rules"), AS MODIFIED BY THESE TERMS. The Rules and AAA forms are available online at www.adr.org or by calling the AAA at 1-800-778-7879, or by writing to the Notice Address. If you are required to pay a filing fee to commence an arbitration against us, then we will promptly reimburse you for your confirmed payment of the filing fee upon our receipt of Notice that you have commenced arbitration along with a receipt evidencing payment of the filing fee, unless your Demand is equal to or greater than US$1,000, in which case you are solely responsible for the payment of the filing fee.

11.2.3 Arbitration Proceeding. The arbitration shall be conducted in the English language. A single independent and impartial arbitrator shall be appointed pursuant to the Rules, as modified herein. The parties agree to comply with the following rules, which are intended to streamline the dispute resolution process and reduce the costs and burdens on the parties:

11.2.3.1 the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner to be chosen by the party initiating the arbitration;

11.2.3.2 the arbitration shall not require any personal appearance by the parties or witnesses unless otherwise mutually agreed in writing by the parties; and

11.2.3.3 judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

11.2.4 No Class Actions. THE PARTIES AGREE THAT CLAIMS MAY BE MADE AGAINST THE OTHER PARTY ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. FURTHER, YOU AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OF MORE THAN ONE PERSON'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND THAT IF THIS SPECIFIC PROVISO IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS MANDATORY ARBITRATION SECTION SHALL BE NULL AND VOID.

11.2.5 Decision of the Arbitrator. Barring extraordinary circumstances, the arbitrator shall issue his or her decision within 120 days from the date the arbitrator is appointed. The arbitrator may extend this time limit for an additional 30 days in the interests of justice. All arbitration proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The award of the arbitrator shall be in writing and shall include a statement setting forth the reasons for the disposition of any claim. The arbitrator shall apply the laws according to the Governing Laws section of these Terms in conducting the arbitration. You acknowledge that these Terms and your use of the Services evidences a transaction involving interstate commerce. The United States Federal Arbitration Act shall govern the interpretation, enforcement, and proceedings pursuant to the Mandatory Arbitration clause in these Terms.

11.2.6 Equitable Relief. The foregoing provisions of this section do not apply to any claim in which we seek equitable relief of any kind. You acknowledge that, in the event of a breach of these Terms by us or any third party, the damage or harm, if any, caused to you will not entitle you to seek injunctive or other equitable relief against us, and your only remedy shall be for monetary damages, subject to the limitations of liability set forth in these Terms.

11.2.7 Claims. The parties agree that, notwithstanding any other rights the party may have under law or equity, any cause of action arising out of or related to these Terms or the Services, excluding a claim for indemnification, must commence within one year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

11.2.8 Improperly Filed Claims. All claims you bring against us must be resolved in accordance with these Terms. All claims filed or brought contrary to this section shall be considered improperly filed. Should you file a claim that is not consistent with this section, we may recover reasonable attorneys' fees and costs up to US $5,000, provided that we have notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.

12. General Terms

12.1 Consent or Approval. As to any provision in these Terms that grant us a right of consent or approval, or permits us to exercise a right in its "sole discretion," we may exercise that right in its sole and absolute discretion. No opt-in consent or approval may be deemed to have been granted by us without being in writing and signed by an officer of our company

12.2 Relationship of the Parties. The parties hereto agree and acknowledge that the relationship between them is that of independent contractors. These Terms shall not be deemed to create an agency, partnership or joint venture between you and us, and we shall not have a fiduciary obligation to you as a result of your entering into these Terms.

12.3 Entire Agreement. These Terms constitute the entire understanding of the parties relating to the subject matter hereof. These Terms (including all Addenda) supersede all previous agreements or arrangements between you and us pertaining to the Services. These Terms cannot be changed or modified except as provided herein.

12.4 No Third Party Beneficiaries. These Terms are for the sole benefit of the parties hereto and their authorized successors and permitted assigns. Nothing herein, express or implied, is intended to or shall confer upon any person or entity, other than the parties hereto and their authorized successors and permitted assigns, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.

12.5 Assignment. We may assign its rights and obligations under these Terms at any time to any party. You may not assign your rights and/or obligations under these Terms without obtaining our prior written consent.

12.6 Service Availability. We reserve the right to limit the availability of the Services and/or the provision of any content, program, product, service, or other feature described or available on the Services to any person, entity, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service, or other feature that we provide. You and we disclaim any application to these Terms of the Convention on Contracts for the International Sale of Goods.

12.7 Severability and Interpretation. If any provision of these Terms is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from these Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms (which will remain in full force and effect).

12.8 Investigations and Cooperation with Law Enforcement. We reserve the right, without any limitation, to: (i) investigate any suspected breaches of its Services security or its information technology or other systems or networks, (ii) investigate any suspected breaches of these Terms, (iii) investigate any information obtained by us in connection with reviewing law enforcement databases or complying with criminal laws, (iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters, (v) prosecute violators of these Terms, and (vi) discontinue the Service, in whole or in part, or, suspend or terminate your access to it, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party.

12.9 Survival. Any suspension or termination will not affect your obligations to us under these Terms. Upon suspension or termination of your access to the Services, or upon notice from us, all rights granted to you under these Terms will cease immediately, and you agree that you will immediately discontinue use of the Service. The provisions of these Terms, which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to us in these Terms, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, no class action, and mandatory arbitration.

12.10 No Waiver. Except as expressly set forth in these Terms : (i) no failure or delay by you or us in exercising any of rights, powers, or remedies hereunder will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of these Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced. For avoidance of doubt, nothing herein shall be construed to restrict our right to amend these Terms as otherwise permitted in those agreements.

12.11 Governing law. These Terms and your use of the Services shall be governed by the substantive laws of the State of Delaware without reference to its choice or conflicts of law principles. Only if the Mandatory Arbitration clause is deemed to be null and void, then all disputes arising between you and us under these Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware, and you and we hereby submit to the personal jurisdiction and venue of these courts.

12.12 Notice. For any notices under these Terms, we will contact you through email and, at our sole discretion, through notifications within the services. For notices by you to us, you can contact us through direct message on our social media accounts or email us at contact@capify.ai.