Terms of Use

Welcome to Capsifi! We are a leading provider of software for business architecture and business model innovation. Before you use our site or do a test drive, please read these Terms of Use, as they contain important information.

These website terms of use (Terms) are between you, the individual accessing this website, or, any website where you test drive our services (Site), and all group companies of Capsicum Holdings Pty Ltd including Capsicum Business Architects Pty Ltd ABN 18 164 655 485, Capsifi UK Ltd and Capsifi USA Inc (we, our or us). These website terms of use (Terms) apply to your use of, and access to, the Site.

Please note that where you are located in the United States of America or any of its territories (USA), Addendum 1 will apply to you. This addendum supplements and forms part of these Terms.

Test Drives

We offer test drives of our services designed to allow you to evaluate our services and make sure they are right for you (Test Drive). To request access to a Test Drive, you will need to fill out the booking form on our website (Test Drive Request). We may, at our absolute discretion, accept or reject a Test Drive Request. If we approve the Test Drive Request, we will contact you and provide you with the details to log in to access the Test Drive. We may revoke your access at any time, for any reason. By signing up for a Test Drive, you acknowledge and agree that the intention of the Test Drive is to give you a sample of our services, and accordingly:

• Test Drives are based on sample data provided by us; and
• when doing a Test Drive, you will not be able to input any of your own business’s data or information or generate any models, data, information or results specific to your business.

Information and Availability

While we use reasonable attempts to ensure the accuracy and completeness of the content and materials on the Site, including any Test Drives (Content), to the extent permitted by law (including the Australian Consumer Law), we do not warrant the accuracy, completeness or suitability of any of the Content. The Content may be subject to change without notice and we do not undertake to keep the Site up-to-date. The Content is factual information only, is not comprehensive or specific to your business and is for general information purposes only. We also do not warrant that access to the Site will be uninterrupted, error-free or free from viruses.

Intellectual Property Rights

Unless otherwise indicated, we own or license the Content and all intellectual property rights (including any copyright, registered or unregistered designs, illustrations, artwork, patents or trade mark or logo rights and domain names) displayed or used on the Site (Our Intellectual Property).

We authorise you to access and use the Site solely for your own personal, non-commercial use and to display, print and download the Content onto your personal device provided that you do not remove any copyright notice included in Our Intellectual Property.

You must not use the Site, or any of the Content, for your commercial purposes, including, for example, to advertise your own business or for any other revenue generation activity and you must not use the Site, including the Content, in any way that competes with our business.

Subject to the above, your use of, and access to, the Site and the Content does not grant or transfer to you any rights, title or interest to Our Intellectual Property. Unless otherwise permitted in these Terms, you must not:

• copy or use, in whole or in part, any of Our Intellectual Property;
• reproduce, retransmit, distribute, display, disseminate, sell, publish, broadcast or circulate any of Our Intellectual Property; or
• breach any intellectual property rights connected with Our Intellectual Property, including altering or modifying any of Our Intellectual Property, causing any of Our Intellectual Property to be framed or embedded in another website or platform, or creating derivative works from Our Intellectual Property.

Nothing in the above clause restricts your ability to publish, post or repost Content or Our Intellectual Property (other than the Test Drive) on your social media page or blog, provided that:

• you do not assert that you are the owner of the Content or Our Intellectual Property;
• unless explicitly agreed by us in writing, you do not assert that you are endorsed or approved by us;
• you do not damage or take advantage of our reputation, including in a manner that is illegal, unfair, misleading or deceptive; and
• you comply with all other terms of these Terms.

Conduct We Don’t Accept

You must not do or attempt to do anything that is unlawful, which is prohibited by applicable law, which we would consider inappropriate or which might bring us or the Site into disrepute. This includes:

• anything that would constitute a breach of an individual’s privacy (including uploading private or personal information without an individual’s consent) or any other legal rights;
• using the Site to defame, harass, threaten, menace or offend any person;
• using the Site for unlawful purposes;
• interfering with any user of the Site;
• tampering with or modifying the Site, knowingly transmitting viruses or other disabling features, or damaging or interfering with the Site, including using trojan horses, viruses or piracy or programming routines that may damage or interfere with the Site;
• using the Site to send unsolicited electronic messages;
• using data mining, robots, screen scraping or similar data gathering and extraction tools on the Site; or
• facilitating or assisting a third party to do any of the above acts.

Content You Upload

You may be permitted to post, upload, publish, submit or transmit relevant information and content (User Content) on the Site. We may run campaigns via the Site and via social media (such as LinkedIn) that encourage you to post User Content on social media using specific hashtags (#) (Tag).

If you make any User Content available on or through the Site, including on social media using a Tag, you grant to us a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free licence to use the User Content, with the right to use, view, copy, adapt, modify, distribute, license, transfer, communicate, publicly display, publicly perform, transmit, stream, broadcast, access, or otherwise exploit such User Content on, through or by means of the Site and our social media platforms.

You agree that you are solely responsible for all User Content that you make available on or through the Site, including on social media using a Tag. You represent and warrant that:

• you are either the sole and exclusive owner of all User Content or you have all rights, licences, consents and releases that are necessary to grant to us the rights in such User Content (as contemplated by these Terms); and
• neither the User Content nor the posting, uploading, publication, submission or transmission of the User Content or our use of the User Content on, through or by means of our Site (including on social media) will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

We do not endorse or approve, and are not responsible for, any User Content. We may, at any time (at our sole discretion), remove any User Content.

Third-party Sites

The Site may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own investigations with respect to the suitability of those websites. If you purchase goods or services from a third party website linked from the Site, such third party provides the goods and services to you, not us.

We may receive a benefit (which may include a referral fee or a commission) should you visit certain third-party websites via a link on the Site (Affiliate Link) or for featuring certain products or services on the Site. We will make it clear by notice to you which (if any) products or services we receive a benefit to feature on the Site, or which (if any) third party links are Affiliate Links.

Our Liability is Limited

You may have certain rights under the Australian Consumer Law in relation to the Site and the Content, and you may contact us for more information about this. Despite anything to the contrary, to the maximum extent permitted by law (including the Australian Consumer Law), we exclude all liability for any loss or damage of any kind (including consequential loss, indirect loss, loss of profit, loss of benefit, loss of opportunity or loss of reputation) whether under statute, contract, equity, tort (including negligence), indemnity or otherwise arising out of or in connection with the Site or the Content.

We may (1) enforce these Terms; (2) assert all rights and exercise and receive the benefits of all remedies (including monetary damages); and (3) defend against any claims arising under these Terms, for ourselves, but also for any of our group companies, to the same extent as if we are that group company.

Privacy

We respect your privacy and understand protecting your personal information is important. Our Privacy Policy (available on the Site) sets out how we will collect and handle your personal information.

What happens if we discontinue the Site

We may, at any time and without notice, discontinue the Site (in whole or in part), or exclude any person from using our Site.

Which Laws Govern These Terms

These Terms are governed by the laws of New South Wales. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.

Changes to these Terms

We may, at any time and at our discretion, vary these Terms by publishing the varied Terms on the Site. We recommend you check the Site regularly to ensure you are aware of our current terms.

For any questions and notices, please contact us at:

For individuals in the United States of America – Capsifi USA Inc

For individuals anywhere else in the world – Capsicum Business Architects Pty Ltd ABN 18 164 655 485

Email: info@capsifi.com

Last update: 22 March 2022
Last Reviewed: 31 October 2023

© LegalVision ILP Pty Ltd

Addendum 1 – US Addendum to Terms of Use

Last Reviewed: 31 October 2023

This Addendum supplements, and is part of, the Terms of Use (“Terms”) and applies solely to all users of our Site who are located in the United States of America or any of its territories. Capitalized terms used in this Addendum that are not defined shall have the meanings given to them in the Terms.

Conducts we don’t accept

In addition to the conduct prohibited in the Terms, you are prohibited from using this Site if you are:

• A competitor of ours, or using the Site or taking a Test Drive for purposes that are competitive with us.
• Using the Site in any way that could damage the Site or our business.
• Not a public search engine and you’re monitoring or copying our site, whether by manual or automated means.
• Uploading or transmitting any viruses, Trojan horses, worms, logic bombs, or other materials intended to damage or alter the property of others, including attacking the Services via a denial-of-service or distributed denial-of-service attack.
• Violating the security of the Site through any attempt to gain unauthorized access to the Site or networks connected to the Site.

Changes to these Terms

All changes will apply to your use of and access to the Site from the date the changes become effective and onwards. For new users, the changes will be effective immediately.

Your continued use of or access to the Site following any changes to the Terms shall constitute your acknowledgment of such changes and agreement to be bound by the terms and conditions of such changes.

Export Laws

The Site may be subject to U.S. export control laws and regulations. You agree to abide by these laws and their regulations (including, without limitation, the Export Administration Act and the Arms Export Control Act) and not to transfer, by electronic transmission or otherwise, any materials from the Services to either a foreign national or a foreign destination in violation of such laws or regulations.

Limitation of Liability

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL WE, OUR AFFILIATES, OR OUR RESPECTIVE LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF DATA, LOSS OF GOODWILL, OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE COLLECTIVE LIABILITY OF WE AND OUR AFFILIATES, AND OUR RESPECTIVE LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO YOU (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION) WILL AT ALL TIMES BE LIMITED TO THE GREATER OF ONE HUNDRED ($100) DOLLARS OR THE AGGREGATE AMOUNTS PAID TO US IN THE LAST SIX (6) MONTHS. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnification

You agree to indemnify, defend, and hold harmless us, our affiliates and our respective officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, “Indemnified Party”) from and against any and all losses, claims, actions, suits, complaints, damages, liabilities, penalties, interest, judgments, settlements, deficiencies, disbursements, awards, fines, costs, fees, or expenses of whatever kind, including reasonable attorneys’ fees, fees and other costs of enforcing any right to indemnification under these Terms, and the cost of pursuing any insurance providers, arising out of or relating to your breach of these Terms, your posting of any User Content on this Site, or your use or misuse of the Site including, but not limited to, any actions taken by a third party using your account. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to assist and cooperate with our defense or settlement of these claims.

Governing Law

All matters arising out of or relating to these Terms, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any conflict of law principles.

Dispute Resolution

Please read this Section carefully. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

Any dispute, claim or controversy arising out of or relating to these Terms, or the breach, termination, enforcement, interpretation or validity thereof, shall be submitted to and decided by a single arbitrator by binding arbitration under the rules of the American Arbitration Association in the City of Nashville, Tennessee. The decision of the arbitrator shall be final and binding on the parties and may be entered and enforced in any court of competent jurisdiction by either party. The prevailing party in the arbitration proceedings shall be awarded reasonable attorneys’ fees, expert witness costs and expenses, and all other costs and expenses incurred directly or indirectly in connection with the proceedings, unless the arbitrator shall for good cause determine otherwise.

All arbitrations shall proceed on an individual basis. You agree that you may bring claims against us in arbitration only in your individual capacity and in so doing you hereby waive the right to a trial by jury, to assert or participate in a class-action lawsuit or class action arbitration (either as a named-plaintiff or class member), and to assert or participate in any joint or consolidated lawsuit or joint or consolidated arbitration of any kind. Notwithstanding anything to the contrary under the rules of the American Arbitration Association, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.

YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU ARE WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY WAIVED AND BARRED.

Contact Information

To ask questions or comment about the Terms, contact us at info@capsifi.com.