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Terms of Use

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TERMS OF USE (Rev. 10/1/19) Please read these Terms of Use carefully before using this website or any other websites sponsored by Capital Works LLC (each a “Capital Works Site”), the Capital Works web app or all other Capital Works applications or application plug-ins (collectively the “Applications”), or other products or services of Capital Works (the “Products” and “Services”). By using any of the aforementioned, you agree to follow and be bound by these Terms of Use and agree to comply with all applicable laws and regulations, including United States laws and regulations. It is your responsibility to review these Terms of Use periodically, as we may revise them at any time without notice to you. If, at any time, you find these Terms of Use unacceptable or if you do not agree to these Terms of Use, please do not use our Site, Applications, or other Products and Services. If you have any questions about these Terms of Use or wish to unsubscribe, please contact info@capital.works. Arbitration Notice. THESE TERMS CONTAIN AN ARBITRATION CLAUSE BELOW. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN SUCH CLAUSE, YOU AND CAPITAL WORKS AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. YOU AGREE THAT BY USING THE SITE, ANY APPLICATIONS, AND THE SERVICES, YOU ARE AT LEAST 21 YEARS OF AGE AND ARE ABLE TO ENTER INTO A CONTRACT. Background. Capital Works provides an intuitive, comprehensive financial modeling and business planning tool to individuals and companies. Capital Works hosts its software as a backend SaaS service for customers. The Site includes detailed financial calculations and reports generated by your input. Capital Works is not a CPA firm or an investment advisory firm and is not engaged in the practice of public accounting or investment management. NO INFORMATION CONTAINED HEREIN OR OBTAINED FROM CAPITAL WORKS SHOULD BE CONSIDERED AS FINANCIAL, INVESTMENT, ACCOUNTING, OR TAX ADVICE, NOR SHOULD IT BE CONSIDERED A SUBSTITUTE FOR SUCH ADVICE. Limited Permission to Download and Use. Capital Works hereby grants you permission to download, view, and use the Products and Services solely for your business use and not for commercial resale. This permission terminates automatically, without notice, if you breach any of the terms or conditions of these Terms of Use. Capital Works grants you a limited, personal, non-exclusive, non-transferable license to use our Products and Services for your business planning use. Except as otherwise provided, you acknowledge and agree that you have no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance, or in any way exploit any of the Products and Services in any manner. You shall not remove any copyright or patent-related notice from any Capital Works document or reproduction. Member Account, Password, and Security. You will either create or be assigned an account (including a user name and password) during the registration process. You are responsible for maintaining the confidentiality of the password and are responsible for all activities that occur under your account. You agree to (1) provide accurate, current, and complete information about you when registering your account and update that information as necessary; (2) maintain the security of your password and identification; and (3) immediately notify info@capital.works of any unauthorized use of your password or account, or any 2 other breach of security. Capital Works will not be liable for any loss or damage arising from your failure to comply with this section. Prohibited Uses. Notwithstanding anything to the contrary herein, you may not: (1) Access or use any portion of the Product or Services if you are a direct or indirect competitor of Capital Works, nor shall you provide, disclose or transmit any portion of the Product or Services to any direct or indirect competitor of Capital Works; (2) Provide your passcode or otherwise provide access to the Product or Services to any other person or business, other than as is necessary for the intended use of the Product and Services; (3) Modify, merge, decompile, disassemble, scrape, translate, decode or reverse engineer any portion of the Product or Services, or use any data mining, gathering or extraction tool, or any robot, spider or other automatic device or manual process, to monitor or copy any portion of the Product or Services or the data generated from it; (4) Use, reproduce, publish or compile any portion of the Product or Services for the purpose of selling or licensing any portion of the Product or Services or making any portion of the Product or Services publicly available, other than as intended in connection with the Product or Services; (5) Upload, post or otherwise publish any portion of the Product on, or provide access to any portion of the Product through, the Internet, any bulletin board system, any other electronic network, any data library, any listing service or any other data sharing arrangement, except that you may e-mail a report containing Information that complies with the Permitted Use provisions set forth above to a limited number of your clients and prospective clients; (6) Upload, post, e-mail, make available or otherwise transmit or communicate to the public by telecommunication any information, data, text, software, photographs, images, graphics, or other content to or through the Product or Services, or use any portion of the Product or Services in a manner, that: (a) is unlawful, threatening, abusive, harmful, libelous, tortious, defamatory, false, misleading, obscene, vulgar, racially or ethnically offensive, invasive of privacy or publicity rights, inclusive of hate speech, or would constitute or encourage a criminal offence, violate the rights of any party, give rise to liability or violate any local, provincial, federal or international law, intentionally or unintentionally, or is otherwise objectionable; (b) infringes any patent, copyright, trademark, trade secret, or other proprietary right of any party or violates the privacy or publicity rights of any party; (c) constitutes unlawful advertising or fraudulent, unfair or deceptive practices, “spam,” or any other form of unlawful solicitation in the United States, Canada or other county, which, with limited exceptions, prohibits anyone from knowingly selling, giving or receiving, for the purpose of selling or offering for sale any property or service to persons listed therein, any list of names and addresses contained in or derived from public records; (d) contains software viruses or any other computer code, files or programs that are designed to or have the capability to interrupt, modify, damage, improperly access, disable, destroy or limit the functionality of the Product or Servers or networks connected thereto or the activities of other users of the Product or Service or of any computer software or hardware or telecommunications equipment; or 3 (7) Impersonate any person or entity, including but limited to an authorized user, or falsely state or otherwise misrepresent any registration information, or otherwise disguise the origin of any information, data, text, software, photographs, images, graphics, or other content posted on or transmitted through the Product or Services. Confidential Information. Capital Works agrees to regard and preserve as confidential all propriety information related to your business plan (“Confidential Information”) that you submit via the appropriate functions of the Site. If you use a bulletin board, blog, or chat room on our Site, you should be aware that any information you submit there can be read, collected, or used by other users of these forums, and we are not responsible for the information you choose to submit in these forums. Capital Works agrees to hold Confidential Information in confidence for you and not to disclose such Confidential Information to anyone, unless specifically authorized by you or required by law, for a period of two (2) years following the termination of your subscription. Information will not be considered Confidential Information to the extent that such information is (1) currently in our possession; (2) already known to be free of any restriction at the time it is submitted on the Site; (3) learned from any independent third party free of any restriction; or (4) available publicly through no fault of Capital Works. Payment and Refunds. If you purchase a paid subscription to Capital Works, you will be required to provide a valid credit card which will be stored solely by our secure third-party payment gateway and used for automated monthly billing. Capital Works is a pay-as-you-go service, and you will be billed in advance monthly, in accordance with your selected payment option and preferred payment method, on a nonrefundable basis. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties. In the event of a price increase, your payment method will be automatically be charged at the new rate upon the next billing cycle. Cancellation and Termination. You are solely responsible for properly canceling your account, either via your account profile on the Site or by sending an e-mail request to info@capital.works. Upon cancellation, all of your electronic files will be immediately deleted and unrecoverable. If you cancel Services before the end of your current paid up period, your cancellation will take effect at the end of such period. Capital Works in its sole discretion has the right to suspend or terminate your account and refuse any and all current or future use of Services for any reason at any time. Such termination will result in the deactivation or deletion of your account or your access to your account, and the forfeiture and relinquishment of all content in your account. Dispute Resolution by Binding Arbitration. PLEASE READ THIS CAREFULLY AS IT AFFECTS YOUR RIGHTS. MOST CUSTOMER CONCERNS CAN BE RESOLVED QUICKLY AND TO THE CUSTOMER’S SATISFACTION BY CONTACTING OUR CUSTOMER CARE CENTER AT INFO@CAPITAL.WORKS. IN THE UNLIKELY EVENT THAT THE CAPITAL WORKS CUSTOMER CARE CENTER IS UNABLE TO RESOLVE YOUR COMPLAINT (OR IF CAPITAL WORKS HAS NOT BEEN ABLE TO RESOLVE A DISPUTE IT HAS WITH YOU AFTER ATTEMPTING TO DO SO INFORMALLY), YOU AND CAPITAL WORKS AGREE TO ARBITRATE ALL DISPUTES AND CLAIMS BETWEEN US BEFORE A SINGLE ARBITRATOR. THE TYPES OF DISPUTES AND CLAIMS WE AGREE TO ARBITRATE ARE INTENDED TO BE BROADLY INTERPRETED TO INCLUDE, WITHOUT LIMITATION, CLAIMS ARISING OUT OF OR RELATING TO ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND US, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION, OR ANY OTHER LEGAL THEORY. YOU AGREE THAT, BY ENTERING INTO THESE TERMS OF USE, YOU ARE WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. YOU MAY ELECT TO SPEAK WITH INDEPENDENT COUNSEL BEFORE USING THIS SITE OR COMPLETING ANY PURCHASE OF PRODUCTS OR SERVICES. 4 These Terms of Use evidence a transaction or website use in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. This arbitration provision will survive termination of these Terms of Use. A party who intends to seek arbitration must first send, by U.S. certified mail, a written notice to the other party in accordance with the rules of the American Arbitration Association in Dallas, Texas (where arbitration that is agreed upon will occur). Such notice should be addressed to Capital Works, LLC, 550 Reserve Street, Suite 280, Southlake, Texas 76092, and must (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought. If you and we do not reach an agreement to resolve the claim within 30 days after such notice is received, you or Capital Works may commence an arbitration proceeding. The Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Agreement including, but not limited to, any claim that all or any part of this Agreement is void or voidable. If this specific provision is found to be unenforceable, it is severable from the rest of these Terms of Use. Rights and Responsibilities of Capital Works. Although we cannot make a guarantee of absolute security of our Site, Applications, and Products and Services, Capital Works takes reasonable steps to maintain security. If you have reason to believe security has been breached, contact us by email at info@capital.works for help. If the Capital Works technical staff finds that files or processes belonging to a member pose a threat to the proper technical operation of the Site, Applications, and Products and Services, or to the security of other members, Capital Works reserves the right to delete such files or to stop such processes. If the Capital Works technical staff suspects a user name is being used by someone who is not authorized by the proper user, Capital Works may temporarily disable such user’s access in the interest of security. In all such cases, Capital Works will contact the member as soon as reasonably possible. Capital Works reserves the right to refuse service to anyone and to cancel user access at any time for any reason or for no reason. Rights and Responsibilities of the Users of Capital Works. You are legally and ethically responsible for any content that you transmit using the functions of the Site, Applications, and Products and Services which allow interaction or dissemination of information. You agree that you will not submit any content that (1) infringes upon any other party’s rights with respect to intellectual property or privacy; (2) violates any law, statute, ordinance, or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, antidiscrimination, or false advertising); (3) contains any computer virus, worms, or other potentially damaging computer programs or files; or (4) otherwise violates these Terms of Use. No Warranty. THE SITE, APPLICATIONS, PRODUCTS AND SERVICES, AND ALL CAPITAL WORKS DOCUMENTS AND FORMS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, CAPITAL WORKS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CAPITAL WORKS MAKE NO WARRANTY THAT (1) THE SITE, APPLICATIONS, OR PRODUCTS AND SERVICES WILL MEET YOUR REQUIREMENTS; (2) THE SITE, APPLICATIONS, OR PRODUCTS AND SERVICES WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (3) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, APPLICATIONS, OR PRODUCTS AND SERVICES WILL BE ACCURATE OR 5 RELIABLE; OR (4) THE QUALITY OF THE SITE, APPLICATIONS, AND PRODUCTS AND SERVICES, AND ANY INFORMATION OR MATERIAL OBTAINED THEREFROM, WILL MEET YOUR EXPECTATIONS. OBTAINING ANY PRODUCTS AND SERVICES THROUGH THE USE OF THE SITE OR APPLICATIONS IS DONE AT YOUR OWN DISCRETION AND AT YOUR OWN RISK. CAPITAL WORKS SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA, ERRORS, VIRUSES, OR DELAYS IN OPERATION THAT RESULTS FROM THE DOWNLOAD OF ANY PRODUCTS, SERVICES, OR OTHER CAPITAL WORKS CONTENT OR INFORMATION. Limitation of Liability. IN NO EVENT WILL CAPITAL WORKS OR ANY OF ITS OFFICERS, MANAGERS, MEMBERS, EMPLOYEES, AGENTS OR AFFILIATES (COLLECTIVELY THE “CAPITAL WORKS PARTIES”), BE LIABLE TO YOU FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING PERSONAL INJURY, LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE). NOTWITHSTANDING ANY PROVISION CONTAINED HEREIN TO THE CONTRARY, AND TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT WILL THE MAXIMUM AGGREGATE, CUMULATIVE LIABILITY OF THE CAPITAL WORKS PARTIES FOR ANY AND ALL REASONS TO ANY PARTY FOR DAMAGES, DIRECT OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THE CAPITAL WORKS PRODUCTS AND SERVICES, THESE TERMS OF USE, OR A SEPARATE LICENSE AGREEMENT FOR SUCH SERVICES, EXCEED THE TOTAL AMOUNT OF LICENSE FEES ACTUALLY PAID TO CAPITAL WORKS BETWEEN YOU AND CAPITAL WORKS DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE SUCH CLAIM AROSE, REGARDLESS OF THE CAUSE OR FORM OF ACTION. RECOVERY OF THIS AMOUNT SHALL BE THE SOLE AND EXCLUSIVE REMEDY. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, THE CAPITAL WORKS PARTIES WILL NOT BE HELD LIABLE FOR ANY LOSS, COST OR DAMAGE SUFFERED OR INCURRED BY YOU OR ANY THIRD PARTY INCLUDING WITHOUT LIMITATION THOSE ARISING OUT OF OR RELATED TO ANY FAULTS, INTERRUPTIONS OR DELAYS IN THE PRODUCT, OUT OF ANY INACCURACIES, ERRORS OR OMISSIONS IN THE INFORMATION CONTAINED IN THE PRODUCT OR SERVICES, REGARDLESS OF HOW SUCH FAULTS, INTERRUPTIONS, DELAYS, INACCURACIES, ERRORS OR OMISSIONS ARISE, OR FOR ANY UNAUTHORIZED USE OF THE PRODUCT OR SERVICES. IF YOU DOWNLOAD ANY CONTENT FROM THE SERVICES, YOU DO SO AT YOUR OWN DISCRETION AND RISK. NONE OF THE CAPITAL WORKS PARTIES WILL BE LIABLE FOR ANY DAMAGES ARISING FROM, RELATING TO OR RESULTING FROM THE PRODUCT OR SERVICES, THESE TERMS OF USE, OR YOUR USE OR INABILITY TO USE ANY OF THE FOREGOING. THESE LIMITATIONS OF LIABILITY INCLUDE DAMAGES FOR ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAYS, COMPUTER VIRUSES, LOSS OF PROFITS, LOSS OF DATA, UNAUTHORIZED ACCESS TO AND ALTERATION OF YOUR TRANSMISSIONS AND DATA, AND OTHER TANGIBLE AND INTANGIBLE LOSSES. NONE OF THE CAPITAL WORKS PARTIES SHALL HAVE ANY LIABILITY FOR ANY DAMAGES RESULTING FROM ANY FAILURE TO PERFORM ANY OBLIGATION HEREUNDER OR FROM ANY DELAY IN THE PERFORMANCE THEREOF DUE TO CAUSES BEYOND CAPITAL WORKS CONTROL, INCLUDING, WITHOUT LIMITATION, INDUSTRIAL DISPUTES, ACTS OF GOD OR 6 GOVERNMENT, PUBLIC ENEMY, WAR, FIRE, OTHER CASUALTY, FAILURE OF ANY LINK OR CONNECTION WHETHER BY COMPUTER OR OTHERWISE, OR FAILURE OF TECHNOLOGY OR TELECOMMUNICATIONS OR OTHER METHOD OR MEDIUM OF STORING OR TRANSMITTING THE PRODUCT. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” THESE FOREGOING LIMITATIONS APPLY WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF THE CAPITAL WORKS PARTIES WERE NEGLIGENT OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN CAPITAL WORKS AND YOU. THE PRODUCT AND SERVICES WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CAPITAL WORKS THROUGH THE PRODUCT OR SERVICES CREATE ANY WARRANTY, REPRESENTATION AND/OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT. NO ACTION ARISING OUT OF OR PERTAINING TO THESE TERMS OF USE MAY BE BROUGHT MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ARISEN. Indemnification. YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE CAPITAL WORKS PARTIES, FROM AND AGAINST ANY CLAIMS, LIABILITIES, DAMAGES, JUDGMENTS, AWARDS, LOSSES, COSTS, EXPENSES OR FEES (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING OUT OF OR RELATING TO (I) YOUR VIOLATION OF THESE TERMS OF USE, (II) YOUR NEGLIGENCE OR NEGLIGENT ACTS, OR (III) YOUR USE OF THE SERVICES OR PRODUCTS, OTHER THAN AS EXPRESSLY AUTHORIZED IN THESE TERMS OF USE. Compliance with Intellectual Property Laws. Your use of the Site, Applications, and Products and Services is at all times governed by and subject to laws regarding copyright, trademark, and other intellectual property ownership. In accessing the Site and Applications and/or using any of our Products and Services, you agree to not use or transmit any information or content in violation of any third-party’s copyrights, trademarks, or other intellectual property or proprietary rights. You acknowledge and agree to abide by laws regarding copyright/trademark ownership and use of intellectual property. You shall be solely responsible for any violations of any relevant laws and for any infringements of third-party intellectual property or proprietary rights caused by any content that you use or transmit through your Capital Works account or otherwise. All Site designs, images and text, graphics, logos, page headers, button icons, pictures, information, data, software, sound files, and the selection and arrangement thereof are among the intellectual property of Capital Works, with all rights of use and ownership reserved thereto. Children. No persons under the age of 21 are eligible to use the Site, Applications, and Products and Services, and we ask that they do not submit any personal information to us. Governing Law; Venue. By using this Site, Applications, or any Products and Services, you expressly agree that your rights and obligations shall be governed by and interpreted in accordance with the laws of 7 the State of Texas. Any legal action or proceeding relating to your access to or use of the Site or any Application, Product, or Service is governed by these Terms of Use, including the provisions with respect to arbitration. Acknowledgment; Inquiries. BY ACCESSING THE SITE OR APPLICATIONS, OR USING THE PRODUCTS AND SERVICES, YOU ACKNOWLEDGE AND AGREE THAT (1) YOU HAVE READ THESE TERMS OF USE AND AGREE TO BE BOUND BY THEM; AND (2) SUBMITTING YOUR TELEPHONE NUMBER AND EMAIL ADDRESS TO CAPITAL WORKS CONSTITUTES AN INQUIRY AND THAT CAPITAL WORKS OR ITS AFFILIATES MAY CONTACT YOU VIA SUCH NUMBER OR EMAIL EVEN IF SUCH CONTACT INFORMATION APPEARS ON ANY STATE OR FEDERAL DO NOT CALL LISTS (TAKING INTO ACCOUNT INQUIRY EXCEPTION TIME FRAMES AS APPROPRIATE).

Privacy Policy

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Effective Date of this policy: May 8, 2019 We could not provide our services without collecting certain information from our users. This document sets forth how we collect, protect, and manage that information. Definitions. “Site” means the Capital Works website, http://www.capital.works. “We”, “us”, “our”, and “Capital Works” means Capital Works, LLC, a Delaware limited liability company. “You”, “your”, and “user” means anyone who accesses the Site or becomes a registered user of the Capital Works products or services. Information We Collect. Internet. We may collect information about your computer’s internet address, your e-mail address, and the software you are using to access the Site. We may, with your permission, also place certain files called “cookies” on your computer to allow our Site to work more efficiently for you. Personal. For our services to operate effectively, we need information about your name, your business, your address, and other characteristics. Financial. For payment, you provide us information about your credit cards and/or bank accounts. Correspondence. E-mails or letters from you or about you, or comments from you or about you on our Site, may be collected and kept in an electronic and/or paper file. Third Parties. E-mails or e-mail addresses of third parties (non-clients) which may appear on our Site in “refer a friend” postings or otherwise may be collected and kept in an electronic and/or paper file. What We Do With the Information. Internet. This information is used solely by our Site and software. Personal. Personal information about our clients is used for Site analysis, our own marketing, information, targeted advertising, and customization of our Site. It may also be used for solving problems, resolving disputes, and enforcing our user agreement. Financial. Financial information is used only for payment purposes. Correspondence. Correspondence will only be accessed by authorized employees of Capital Works for customer service and administrative purposes. 2 Disclosure of Your Information. Internet. This information is not disclosed to any third party. Personal; Correspondence. This information is only disclosed to other clients of Capital Works with your express permission. We do NOT disclose your personal information to any third party or parties. The only information we disclose to advertisers and marketers are aggregate statistics, without any individual personal or financial information included. For legal purposes, however, we must reserve the right to disclose your personal information or correspondence as may be required by law and when our legal counsel informs us that disclosure is required to comply with a court order or subpoena served on us or to protect our rights in a legal proceeding. We may post customer testimonials on our Site. If we obtain prior consent from a customer, such posted testimonials may include certain personally identifiable information such as the customer’s first name and business name and logo. If your personal information is displayed in a testimonial on our Site and you later wish that it be removed, please contact us. If you use a bulletin board, blog, or chat room on our Site, you should be aware that any personally identifiable information you submit there can be read, collected, or used by other users of these forums to send you unsolicited messages. We are not responsible for the personally identifiable information you choose to submit in these forums. Financial. This information is only disclosed to billing and payment processing providers for the express purpose of processing payments. For example, we use a third party to process credit card transactions through our Site. Any company to which this information is disclosed is bound by a similar duty of confidentiality to not use such information for any other purpose or disclose it to any other party. Your Responsibilities. Information About Other Clients. You are not allowed to use any Capital Works client information for marketing, advertising, promotion, spam, harassment, or threats of any kind. If any person violates this policy or violates the Terms of Use in any way, Capital Works reserves the right to terminate, or refuse to provide, services to such person. Your Login Information. It is your responsibility to keep your Capital Works login information confidential, and not disclose this information to any third party. If anyone else obtains your login information, they will be able to access and make unauthorized changes to your account, and Capital Works cannot be held responsible for such actions. It is, therefore, imperative that you keep your login information secure. If you have any reason to believe your password may have been compromised, notify us immediately and change your password. It is a good idea to change your password from time to time. Reviewing and Changing Your Information. As soon as you have created an account with Capital Works, you can review and update some of the personal information you provide through our Site, including your e-mail address, mailing address, password, and other personal information in your profile. You should update your information promptly, as needed, to keep it current. Any changes should be communicated to Capital Works in one of the following ways: By directly modifying your profile information on the Site; By e-mailing a request to info@capital.works; or 3 By mailing a request to our Customer Service Department at Capital Works, LLC, 550 Reserve Street, Suite 280, Southlake, TX 76092, USA. Third Parties. This privacy policy only relates to our use and disclosure of your information. If you provide personal information to other clients of Capital Works or other websites, such disclosure is not subject to this policy and may not be protected. We engage with other companies that may place ads on our Site, and they may place cookies on your computer or use other technologies to make their ads more effective and targeted. We do not disclose any of your personally identifiable information to these ad providers or to any other third parties. Security. Capital Works employs security procedures and policies to protect your information and to prevent the distribution, misuse, or alteration of the data we retain. We protect our servers with industry standard firewalls and hacking prevention tools and continually monitor and work to prevent intrusions. No internet business can guarantee absolute and perfect security, but Capital Works strives to consistently use its best efforts to keep its clients’ information secure. When you enter sensitive information (such as credit card numbers and/or Social Security numbers) on our registration or order forms, we encrypt that information using Secure Socket Layer (SSL) technology. Changes in this Privacy Statement. If we decide to change this Privacy Policy, we will post such changes in a revised official copy of the Privacy Policy on our Site so that you can remain aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. We reserve the right to make changes to this Privacy Policy at any time, so please review it frequently. If we make material changes to this Privacy Policy, in addition to the revised official copy of the Privacy Policy on our Site, we may provide notice via e-mail or by means of a notice on the home page of our Site. Contact Information. To contact us regarding this Privacy Policy, please email us at info@capital.works or mail us at our physical address below: Capital Works, LLC 550 Reserve Street Suite 280 Southlake, TX 76092 USA

User Agreement

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USER AGREEMENT (Rev. 10/1/19) This is a contract between you and Capital Works. It describes how we will work together and other aspects of our business relationship. By using the Capital Works Capital Works Site, Applications, or other Products and Services, you agree to follow and be bound by the terms and conditions set forth in this User Agreement, as well as those non-conflicting terms of the Terms of Use. Definitions. “Agreement” means this User Agreement and all materials referred or linked to in this User Agreement. “Capital Works Content” means all information, data, text, messages, software, calculations, analyses, reports, sound, video, graphics, images, logos, and tags that we incorporate into our services. “Capital Works Products” means both the CTM Platform and Other Products. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is (1) if in written format, marked as confidential; (2) if disclosed verbally, noted as confidential at the time of disclosure; (3) Capital Works customer and prospect information, whether or not otherwise designated as confidential; or (4) information which a reasonable party would deem to be non-public information and confidential. Confidential Information does not include any information that (1) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; or (2) was known by the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party. “CTM Platform” means the Capital Works capital transaction management software and all related services, including Capital Works Content. “List Price” means the standard pricing for the Subscription Service as published from time to time; provided, we reserve the right to change such pricing at any time. “Other Products” means those products and services that we offer, which are not included in the Subscription Service as detailed below, but are available for an additional fee. “Site” means the Capital Works website, http://www.capital.works. “Subscription Service” means our web-based CTM Platform that is subscribed to and developed, operated, and maintained by us, accessible via http://www.capital.works or another designated URL. “Terms of Use” means those terms and conditions located at https://www.capital.works/terms-ofuse, as modified from time to time. “User Data” means all information that User submits or collects via the Capital Works Products 2 and all materials that User provides or posts, uploads, inputs, or submits for public display through the Capital Works Products. “We”, “us”, “our”, and “Capital Works” means Capital Works, LLC, a Delaware limited liability company. “You”, “your”, and “User” means the party, other than Capital Works, entering into this Agreement and subscribing to the Capital Works Products. Non-Exclusivity. This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in connection with the implementation and use of similar services and products of third parties. User Transactions. User Rights and Obligations. We grant you, subject to the limitations set forth below, a nontransferable, non-exclusive right to use the Capital Works Products in accordance with this Agreement and the Terms of Use. Compliance with Agreement. You will comply with the terms and conditions of this Agreement at all times. User Compliance with Terms of Use. You will not use the Capital Works Products in violation of the Terms of Use. If you discover or have reason to believe that any User is making use of the Capital Works Products in violation of the Terms of Use, you will immediately (1) refrain from such activity; and (2) notify us in writing. Payment of List Price. In consideration for your right to access and use the Subscription Services, you agree to pay to Capital Works, the List Price, as may be modified from time to time, due upon delivery of invoice. Training and Support. We will make available to you webinars and other resources. Such technical support program offerings are provided under our technical support policies in effect at the time the support is provided. We may also choose to make benefits or offerings available dependent on the applicable subscriber tier and status. Trademarks. You must not use any of our trademarks (1) in a misleading or disparaging way; (2) in a way that implies we endorse, sponsor, or approve of your services or products; or (3) in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material. Proprietary Rights. No license to any software is granted by this Agreement. The Capital Works Products belong to and are the property of us or, if applicable, our licensors. We retain all ownership rights in the Capital Works Products. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Capital Works Content or the Capital Works Products, in whole or in part, by any means. The Capital Works Content are our trademarks, and you may not use them without our prior written consent, which consent we may withhold in our sole discretion, except as otherwise set forth in this Agreement. We encourage all Users to comment on the Capital Works Products, provide suggestions for improvements, and vote on others’ suggestions. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Capital Works Products, without payment to you. 3 Confidentiality. The Receiving Party shall (1) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own Confidential Information, but in no event less than reasonable care; (2) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; (3) not disclose Confidential Information of the Disclosing Party to any third party; and (4) limit access to Confidential Information of the Disclosing Party to its employees, contractors, and agents. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena, or legal process. Term; Termination. Term. This Agreement will apply for as long as you subscribe to the Capital Works Products, or until terminated. Termination Without Cause. Both you and Capital Works may terminate this Agreement after providing thirty (30) days’ written notice to the other party. Termination for Cause. We may terminate this Agreement and/or suspend your access to the Capital Works Products (1) upon thirty (30) days’ notice to you of a non-financial breach of this Agreement or the Terms of Use if such breach remains uncured at the expiration of such period; (2) upon fifteen (15) days’ notice to you of non-payment of any amount due to us if such amount remains unpaid at the expiration of such period; (3) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors; (4) immediately, if you violate the Terms of Use or applicable local, state, federal, or foreign laws or regulations; (5) immediately, if you breach the terms applicable to your subscription with us (if you have one), including if you default on your payment obligations to us or our affiliate; or (6) immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or any of our other customers. Upon expiration or termination of this Agreement, you will immediately discontinue all use the Capital Works Products and Capital Works Content. Termination or expiration of this Agreement shall not cause your subscription agreement (if you have one) to be terminated. User Representations andWarranties. You represent and warrant that you have all sufficient rights and permissions to provide the User Data you’ve submitted via our CTM Platform. Indemnification. You will indemnify, defend, and hold us harmless, at your expense, against any thirdparty claim, suit, action, or proceeding (each, an “Action”) brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (1) our use of the User Data you provided us; or (2) your noncompliance with or breach of this Agreement. We will (1) notify you in writing within thirty (30) days of our becoming aware of any such Action; (2) give you sole control of the defense or settlement of such Action; and (3) provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of such Action. You shall not accept any settlement that (1) imposes an obligation on us; (2) requires us to make an admission; or (3) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent. Disclaimers; Limitations of Liability. Disclaimer of Warranties. WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT 4 THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, OR ACCURACY OF THE CAPITAL WORKS PRODUCTS AND CAPITAL WORKS CONTENT FOR ANY PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE CAPITAL WORKS PRODUCTS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE CAPITAL WORKS PRODUCTS, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON- INFRINGEMENT. No Special Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL CAPITAL WORKS OR ANY OF ITS OFFICERS, MANAGERS, MEMBERS, EMPLOYEES, AGENTS OR AFFILIATES (COLLECTIVELY THE “CAPITAL WORKS PARTIES”), BE LIABLE TO YOU FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING PERSONAL INJURY, LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE). Limitation of Liability. NOTWITHSTANDING ANY PROVISION CONTAINED HEREIN TO THE CONTRARY, AND TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT WILL THE MAXIMUM AGGREGATE, CUMULATIVE LIABILITY OF THE CAPITAL WORKS PARTIES FOR ANY AND ALL REASONS TO ANY PARTY FOR DAMAGES, DIRECT OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THE CAPITAL WORKS PRODUCTS AND SERVICES, THESE TERMS OF USE, OR A SEPARATE LICENSE AGREEMENT FOR SUCH SERVICES, EXCEED THE TOTAL AMOUNT OF LICENSE FEES ACTUALLY PAID TO CAPITAL WORKS BETWEEN YOU AND CAPITAL WORKS DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE SUCH CLAIM AROSE, REGARDLESS OF THE CAUSE OR FORM OF ACTION. RECOVERY OF THIS AMOUNT SHALL BE THE SOLE AND EXCLUSIVE REMEDY. Non-Solicitation. You agree not to intentionally solicit for employment any of our employees or contractors during the term of this Agreement and for a period of twelve (12) months following the expiration or termination of this Agreement. General. Amendment; No Waiver. We may modify this Agreement from time to time. If we do so, a copy of the revised Agreement will be posted at http://www.capital.works/legal, and we inform you through a notification in your account portal. The updated Agreement will become effective and binding on the next business day after it is posted. When we change this Agreement, the “Last modified” date, above, will be updated to reflect the date of the most recent version. We encourage you to review this Agreement periodically. If you do not agree with a modification to this Agreement, you must notify us in writing within thirty (30) days after receiving notice of modification. If you give us this notice, this Agreement will terminate sixty (60) days after we receive such notice, and our relationship will continue to be governed by the terms and conditions of the version of this Agreement applicable immediately prior to modification for the remainder of the Agreement term. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion. Applicable Law. This Agreement shall be governed by the laws of the State of Texas, without 5 regard to the conflict of laws provisions thereof. If either of us initiates an action in connection with thisAgreement, or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the state and federal courts in Dallas, Texas. Force Majeure. Neither party will be responsible for failure or delay of performance if caused by (1) an act of war, hostility, or sabotage; (2) act ofGod; (3) electrical, internet, or telecommunication outage that is not caused by the obligated party; (4) government restrictions; or (5) any other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event. Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more thanone (1) year after the cause of action has accrued. Relationship of the Parties. Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between youand us as a result of this Agreement. Compliance with Applicable Laws. You shall comply, and shall ensure that any third parties performing activities on your behalf comply, with all applicable foreign and domestic laws (including, without limitation, export laws and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal, or unethical activities, or activities that otherwise may be detrimental to us, our customers, or to the public. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the Capital Works Products. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury. You will not directly or indirectly export, reexport, or transfer the Capital Works Products to prohibited countries or individuals or permit use of the Capital Works Products by prohibited countries or individuals. Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect. Notices. Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of actual receipt. To Capital Works: Capital Works, LLC, 550 Reserve Street, Suite 280, Southlake, TX 76092 To You: [Your address, as provided in your account information] We may give (1) general notices to you via notifications through your account portal; and (2) notices that are specific to you via (a) such portal notifications; (b) e-mail to your e-mail address, as provided in your account information; and/or (c) telephone call to your telephone number, as provided in your account information. Entire Agreement. This Agreement and the Term of Use are the entire agreement between you and us and supersedes all other proposals and agreements (including all prior versions of this User Agreement, if any), whether electronic, oral, or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance, or website. Our obligations are not contingent on the delivery of any future 6 functionality or features of the Capital Works Products or dependent on any oral or written public comments made by us regarding future functionality or features of the Capital Works Products. It is the express wish of both you and us that this Agreement and all related documents be drafted in English. We may make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement. Assignment. You will not assign or transfer this Agreement, including, without limitation, any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent, which consent we may withhold in our sole discretion. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control, or operation oflaw. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. No Licenses. We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, the Capital Works Products, our trademarks, or any other property or right of ours. Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with itsterms. Survival. The following sections shall survive the expiration or termination of this Agreement: “Proprietary Rights”, “Proprietary Rights”, “Confidentiality”, “Term; Termination”, “Indemnification”, “Disclaimers; Limitations of Liability”, “Non-Solicitation”, and “General”.