User Agreement

This User Agreement will govern www.CapShift.com and www.platform.capshift.com and all pages within these domains owned or operated by or on behalf of CapShift (collectively, this “Site”).  Please read the User Agreement carefully before you start to use the Site.  By using the Site, you signify your acceptance of the User Agreement and the terms of our Privacy Policy.  If you do not agree to the User Agreement, you should elect not to visit the Site.

 

  1. Changes to the User Agreement.CapShift reserves the right to change the User Agreement at any time at its sole discretion by posting revisions on the Site.Such revisions will be effective immediately upon posting.Your use of the Site after such changes have been posted shall constitute your acceptance of the revised User Agreement.

  2. Accessing this Site and Account Security.

    • By using this Site, you represent and warrant that you are 18 years or older.If you are under the age of 18 years, you agree not to visit the Site.

    • CapShift reserves the right to withdraw or amend the Site, and any service or material we provide on the Site, in our sole discretion without notice.We will not be liable if for any reason all or any part of the Site is unavailable to you at any time or for any period.We may restrict your access to some parts of the Site, or the entire Site.

    • You are responsible for making all arrangements necessary for you to have access to the Site.

    • To access the Site or some of the resources it offers, you may be asked to provide certain registration details or other information.It is a condition of your use of the Site that all the information you provide on the Site is correct, current and complete.

    • If you are provided with a username, password or any other piece of information as part of our security procedures, you must treat such information as confidential and you must not disclose it to any third party.You agree to immediately notify CapShift of any unauthorized use of your user name or password or any other breach of security.

    • CapShift has the right to disable any username or password, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including, if in our opinion, you have failed to comply with any provision of the User Agreement.

  3. Prohibited Uses.

    • You may use the Site only for lawful purposes and in accordance with the User Agreement.You agree to use the information contained in the member directory for lawful and legitimate purposes, such as reviewing potential impact investment and recoverable grant marketing information and NOT:

      • In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the United States or other countries);

      • To send, upload, download, use or re-use any material which does not comply with the User Agreement;

      • To gather or attempt to gather personal information belonging to users, or issuers for the purposes of spamming, marketing, selling to third parties, or otherwise sharing beyond the reasonable uses of the Site;

      • To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter” or “spam” or any other similar solicitation;

      • To engage in any other conduct that restricts or inhibits anyone’s use of the Site, or which, as determined by us, may harm CapShift or users of the Site or expose them to liability.

    • Additionally, you agree not to:

      • Use the Site in any manner that could disable, overburden, damage, or impair the Site or interfere with any other party’s use of the Site, including such other party’s ability to engage in real time activities through the Site;

      • Use any robot, spider or other automatic device, process or means to access the Site for any purpose, including to monitor or copy any of the material on the Site;

      • Use any manual process to monitor or copy any of the material on the Site or for any other unauthorized purpose without the prior written consent of CapShift;

      • Use any device, software or routine that interferes with the proper working of the Site;

      • Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful;

      • Attempt to gain unauthorized access to, interfere with, damage or disrupt any part of the Site;

      • Attack the Site via a denial-of-service attack or a distributed denial-of-service attack;

      • Access or search or attempt to access or search the Site by any means (automated or otherwise) other than through our currently available, published interfaces provided by CapShift; or

      • Otherwise attempt to interfere with the proper working of the Site.

  4. Intellectual Property Rights.

    • The Site and its features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned or licensed by CapShift, its licensors or other providers of such material.

    • Selected content may be downloaded by you pursuant to the User Agreement except where expressly indicated.You are granted a limited, revocable, nonexclusive, nontransferable license to available content conditioned on your continued compliance with these terms.YOU MAY REVIEW AND DOWNLOAD THE AVAILABLE CONTENT SOLELY FOR THE PURPOSE OF MAKING AN INVESTMENT RECOMMENDATION OR GRANT RECOMMENDATION TO YOUR DONOR ADVISED FUND SPONSOR. YOU WILL NOT USE OR DISCLOSE THE AVAILABLE CONTENT OR THE SITE TO ANY THIRD PARTIES EXCEPT AS EXPRESSLY PERMITTED BY THESE TERMS.

    • You must not:

      • Distribute electronically or otherwise any content or materials from the Site, whether for a fee or not for a fee;

      • Modify copies of any materials from the Site;

      • Use any illustrations, photographs, video or audio sequences or any graphics without explicit permission from CapShift or the content owned; or

      • Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the Site.

    • You must not reproduce, sell or exploit for any commercial purposes any part of the Site, access to the Site or use of the Site or any services or materials available through the Site.

    • No right, title or interest in or to the Site or any content on the Site is transferred to you, and all rights not expressly granted are reserved by CapShift.Any use of the Site not expressly permitted by the User Agreement is a breach of the User Agreement.

  5. Monitoring and Enforcement.

    • CapShift has the right to terminate your access to all or part of the Site for any or no reason, including without limitation, any violation of the User Agreement.

    • Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone using the Site.YOU WAIVE ANY CLAIM AGAINST CAPSHIFT AND HOLD CAPSHIFT HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY CAPSHIFT DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER CAPSHIFT OR LAW ENFORCEMENT AUTHORITIES.

    • CapShift assumes no liability for any content provided to us by a third party.

  6. Reliance on Information Posted.

    • The information presented on or through the Site is made available solely for general information purposes.CapShift does not warrant the accuracy, completeness or usefulness of this information.Any reliance you place on such information is strictly at your own risk.We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Site, or by anyone who may be informed of any of its contents.

    • The Site may contain estimates, projections or other statements that are forward looking in nature (“Forward-looking Statements”).Any such Forward-looking Statements are inherently speculative and subject to numerous risks and uncertainties.Actual results and performance may be significantly different from historical experience and present expectations or projections.CapShift undertakes no obligation to publicly update or revise any Forward-looking Statements.

  7. Not Investment Advice or an Offer to Invest; Certain Related Restrictions.The content of the Site does not constitute investment advice or an offer to invest and is not intended for trading purposes.You need to consult with your own investment, accounting, legal and tax advisers to evaluate independently the risks, consequences and suitability of any investment you recommend to your donor advised fund sponsor.

  8. Changes to the Site.We may update this website from time to time, but its content is not necessarily complete or up-to-date.Any of the material provided by the Site may be out of date at any given time, and CapShift is under no obligation to update such material.We may change the Site at any time with or without notice.We may suspend access to the Site or close it indefinitely.

  9. Information About You and Your Use of the Site.All information CapShift collects through this Site is subject to our Privacy Policy.By using the Site, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.You represent and warrant that all data provided by you is accurate.

  10. Links from the Site.If the Site contains links to other websites and resources provided by third parties, these links are provided for your convenience only.CapShift has no control over the contents of those websites or resources and accepts no responsibility for them or for any loss or damage that may arise from your use of them.If you decide to access any of the third-party websites linked to the Site, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

  11. Geographic Restrictions.The Site is operated by CapShift from its offices in the United States of America.You may not use or export the Site content in violation of applicable export laws and regulations.Site content is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject CapShift to any registration or other requirement within such jurisdiction or country.CapShift reserves the right to limit access or availability of the Site to any person, geographic region or jurisdiction.

  12. Disclaimer of Warranties.

    • You understand that CapShift cannot and does not guarantee or warrant that files available for downloading from the Internet or the Site will be free of viruses or other destructive code.You are responsible for implementing sufficient procedures and checkpoints to satisfy your requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Site for any reconstruction of any lost data.WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

    • YOUR USE OF THE SITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE IS AT YOUR OWN RISK.THE SITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.NEITHER CAPSHIFT NOR ANY PERSON ASSOCIATED WITH CAPSHIFT MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SITE.WITHOUT LIMITING THE FOREGOING, NEITHER CAPSHIFT NOR ANYONE ASSOCIATED WITH CAPSHIFT REPRESENTS OR WARRANTS THAT THE SITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

    • CAPSHIFT HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

    • THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

  13. Limitation on Liability.

    • IN NO EVENT WILL CAPSHIFT, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITE, ANY WEBSITES LINKED TO IT, ANY CONTENT OF THE SITE OR SUCH WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR SUCH WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

    • THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

  14. Indemnification.To the fullest extent permitted by law, you shall indemnify CapShift and all of CapShift’s officers, employees, managers, members, directors, owners, agents, affiliates, licensors and licensees (collectively, the “Indemnified Parties”) from and against any and all losses and liabilities, including, without limitation, reasonable attorneys’ fees incurred by the Indemnified Parties in connection with any claim arising from or related to your breach of the User Agreement, your use of the Site, any content provided by you, any misrepresentation or breach of representation or warranty made by you contained herein or any breach of any covenant or agreement to be performed by you hereunder.You shall cooperate as fully as reasonably required in the defense of any such claim.

  15. Arbitration.The parties shall settle any dispute arising out of or relating to the User Agreement or your use of the Site by arbitration in the Commonwealth of Massachusetts, in accordance with the applicable rules of the American Arbitration Association then in effect.The arbitrator’s award shall be final and may be confirmed by the judgment of a state or federal court in the Commonwealth of Massachusetts.

  16. Governing Law.The User Agreement and all disputes or controversies arising out of or relating to the User Agreement and your use of the Site shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts without regard to conflicts of laws provisions that would require the laws of another jurisdiction to apply.

  17. Limitation on Time to File Claims.ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THE USER AGREEMENT OR THE SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

  18. Waiver and Severability.

    • No waiver of the User Agreement by CapShift shall be deemed a further or continuing waiver of such term or condition or any other term or condition, and any failure of CapShift to assert a right or provision under the User Agreement shall not constitute a waiver of such right or provision.

    • If any provision of the User Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the User Agreement will continue in full force and effect.

  19. Entire Agreement.The User Agreement, together with the Privacy Policy, constitute the entire agreement, and supersede all prior written agreements, arrangements, communications and understandings and all prior and contemporaneous oral agreements, arrangements, communications and understandings, between you and CapShift with respect to the subject matter hereof.

 

Feedback, comments, requests for technical support and other communications relating to the Site should be directed to: info@capshift.com.