Terms of Service

1. Agreement to Terms

By accessing or using Caproom (the "Platform"), operated by Caproom B.V. ("we", "us", "our"), a company incorporated under the laws of the Netherlands, you agree to be bound by these Terms of Service ("Terms"). If you do not agree with any part of these Terms, you must not use the Platform.

These Terms constitute a legally binding agreement between you and Caproom B.V. regarding your use of the Platform.

2. Definitions

• "Platform" — The Caproom web application, APIs, and all related services.
• "User" — Any individual or entity that accesses or uses the Platform, including Fund Managers, Investors, Advisors, and Portfolio Companies.
• "Fund Manager" — An entity or individual using the Platform to manage investment funds.
• "Investor" — An individual or entity that invests or commits capital to funds managed through the Platform.
• "Content" — All data, documents, text, and materials uploaded to or generated through the Platform.

3. Platform Services

Caproom provides fund administration and investor relations management services, including but not limited to:

• Fund formation and structuring support
• Document generation, management, and e-signature workflows
• Investor onboarding and KYC/AML compliance screening
• Capital call and distribution management
• Fund reporting and analytics
• Data room functionality
• Communication tools

The Platform facilitates fund administration processes. Caproom B.V. does not provide investment advice, tax advice, or act as a fiduciary to any User. Legal services related to fund formation are provided under separate engagement terms.

4. Account Registration and Security

To use the Platform, you must register an account with accurate, complete, and current information. You are responsible for:

• Maintaining the confidentiality of your login credentials
• All activities that occur under your account
• Promptly notifying us of any unauthorised access to your account
• Ensuring that your account information remains accurate and up to date

We reserve the right to suspend or terminate accounts that violate these Terms or pose a security risk to the Platform.

5. User Responsibilities

As a User of the Platform, you agree to:

• Use the Platform only for lawful purposes and in accordance with these Terms
• Provide accurate and truthful information in all submissions, including KYC/AML documentation
• Not attempt to gain unauthorised access to other accounts, systems, or data
• Not use the Platform to transmit malicious software, spam, or harmful content
• Comply with all applicable laws and regulations, including anti-money laundering and data protection legislation
• Not reverse-engineer, decompile, or attempt to extract the source code of the Platform

6. Intellectual Property

The Platform, including its design, software, architecture, and proprietary algorithms (including the Single Source of Truth engine, term sheet synchronisation technology, and waterfall calculation engines), is the exclusive intellectual property of Caproom B.V.

You retain ownership of Content you upload to the Platform. By uploading Content, you grant us a limited licence to store, process, and display such Content solely for the purpose of providing the Platform services to you.

You may not copy, modify, distribute, or create derivative works based on the Platform or any of its components without our prior written consent.

7. Confidentiality

Both parties acknowledge that they may receive confidential information through the use of the Platform. Each party agrees to:

• Keep confidential information strictly confidential
• Use confidential information only for the purposes of using or providing the Platform
• Not disclose confidential information to third parties without prior written consent
• Implement reasonable security measures to protect confidential information

This obligation does not apply to information that is publicly available, independently developed, or required to be disclosed by law or regulatory authority.

8. Data Protection

We process personal data in accordance with our Privacy Policy and applicable data protection legislation, including the General Data Protection Regulation (GDPR).

For Fund Managers and other Users who act as data controllers, a separate Data Processing Agreement (DPA) governs the processing of personal data through the Platform. The DPA is incorporated by reference into these Terms.

9. Service Availability and Support

We strive to maintain the Platform's availability but do not guarantee uninterrupted access. We may temporarily suspend access for maintenance, updates, or security reasons.

Scheduled maintenance windows will be communicated in advance where practicable. We will use reasonable efforts to minimise disruption to your use of the Platform.

10. Fees and Payment

Access to the Platform is subject to the fee structure agreed upon during your onboarding or as set out in your service agreement. Fees may include:

• Platform subscription fees
• Fund formation and legal structuring fees
• Transaction-based fees for specific services

All fees are exclusive of VAT unless stated otherwise. We reserve the right to modify our fee structure with 30 days' prior written notice.

11. Limitation of Liability

To the maximum extent permitted by Dutch law:

• Caproom B.V. shall not be liable for indirect, incidental, special, consequential, or punitive damages
• Our total aggregate liability for any claims arising from or related to these Terms or the Platform shall not exceed the total fees paid by you in the 12 months preceding the claim
• We are not liable for losses arising from inaccurate data provided by Users, unauthorised access due to User negligence, or force majeure events

Nothing in these Terms excludes liability for fraud, wilful misconduct, or any liability that cannot be excluded under applicable law.

12. Indemnification

You agree to indemnify and hold harmless Caproom B.V., its directors, employees, and agents from and against any claims, losses, damages, liabilities, and expenses (including reasonable legal fees) arising from your use of the Platform, your violation of these Terms, or your violation of any applicable law or regulation.

13. Termination

Either party may terminate the service relationship:

• By providing 30 days' written notice
• Immediately, if the other party materially breaches these Terms and fails to remedy such breach within 14 days of written notice
• Immediately, if required by law or regulatory authority

Upon termination, you may request export of your Content for a period of 30 days. After this period, we may delete your Content in accordance with our data retention policies and legal obligations.

14. Governing Law and Disputes

These Terms are governed by and construed in accordance with the laws of the Netherlands.

Any disputes arising from or in connection with these Terms shall first be attempted to be resolved through good-faith negotiation. If negotiation fails, disputes shall be submitted to the exclusive jurisdiction of the competent courts in Amsterdam, the Netherlands.

15. Modifications to Terms

We may modify these Terms from time to time. Material changes will be communicated via email and/or a prominent notice on the Platform at least 14 days before they take effect. Continued use of the Platform after the effective date constitutes acceptance of the modified Terms.

16. Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

17. Entire Agreement

These Terms, together with our Privacy Policy and any applicable service agreement or Data Processing Agreement, constitute the entire agreement between you and Caproom B.V. regarding your use of the Platform.

18. Contact

For questions about these Terms of Service, contact us at hi@caproomfunds.com.