Capy Services Agreement

Updated: August 20, 2025

Please review these terms and conditions carefully.

This Capy Services Agreement (collectively, together with all related Capy Order Forms and Capy Data Processing Addendum, the "Agreement") is a legally binding contract between Capy, LLC ("Capy", "we", "us" and/or "our") and you ("Customer", "you," and/or "your") governing your use and access to our Services (defined below). Capy and Customer are hereinafter referred to from time to time individually as "Party" and collectively as "Parties".

RECITALS

Capy provides a modern assistant service through its owned and operated websites, including www.hirecapy.com (the "Site") and Capy Platform (as defined in Section 1 (Definitions) below). The Site, Capy Platform and all administrative and/or professional services provided to Customer in relation thereto (the "Virtual Assistant Services") are referred to collectively in this Agreement as the "Services.". This Agreement applies to you whether you are a natural or legal person. If you are accepting this Agreement as an individual, you represent and warrant that you are at least eighteen (18) years of age. If you are accepting this Agreement on behalf of a company or any other (legal or natural) person, you represent and warrant that you have full authority to bind that company or person to these terms and conditions. If you or your organization is bound by a Capy Order Form (as defined in Section 1 (Definitions) below), then that Capy Order Form will take precedence over this Agreement solely to the extent necessary to resolve any conflict or inconsistency. All other provisions of this Agreement will remain in full force and effect.

By (1) CLICKING A BOX OR BUTTON INDICATING ACCEPTANCE OF THIS AGREEMENT, (2) ACCEPTING THIS AGREEMENT IN ANY OTHER MANNER SPECIFIED BY, or (3) accessing or using this site, the Capy Platform, or any of the Services, Customer agrees to and accepts all of the terms and conditions set forth herein. IF YOU DO NOT WISH TO BE BOUND BY THE THIS AGREEMENT, PLEASE EXIT THE SITE NOW AND CEASE USE OF ANY SERVICES. YOUR REMEDY FOR DISSATISFACTION WITH THE SITE OR INFORMATION AVAILABLE ON OR THROUGH THE SITE, IS TO STOP USING THE SITE. YOUR AGREEMENT WITH US REGARDING COMPLIANCE WITH THIS AGREEMENT BECOMES EFFECTIVE IMMEDIATELY UPON COMMENCEMENT OF YOUR USE OF THE SITE.

THIS AGREEMENT CONTAINS AN ARBITRATION ATTACHMENT, WHICH, WITH LIMITED EXCEPTION, REQUIRES CUSTOMER TO SUBMIT CLAIMS CUSTOMER HAS AGAINST CAPY TO BINDING AND FINAL ARBITRATION. UNDER THE ARBITRATION ATTACHMENT, (1) CUSTOMER WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST CAPY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER, IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (2) CUSTOMER WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.

This Agreement is effective as of the date you accept the terms of this Agreement or as of the date of last signature on an applicable Capy Order Form between you and Capy, or, with regards to using the Site, immediately upon commencement of your use of the Site (the "Effective Date").

1. Definitions

1.1 “Confidential Information” means any information or data disclosed by either Party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. "Confidential Information" does not include any information that a Party can demonstrate by contemporaneous evidence (i) is in the public domain through no act or omission of receiving Party; (ii) is or was properly known to receiving Party, without restriction, prior to disclosure by the disclosing Party; (iii) is or was properly disclosed to receiving Party, without restriction, by another person with the legal authority to do so; or (iv) is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information.

1.2 “Commitment Term” means, as applicable, a fixed term set forth in an applicable Capy Order Form for which Customer commits to subscribe and Capy commits to provide Services.

1.3 “Company Policies” means the Capy Privacy Policy and Capy Data Processing Addendum.

1.4 “Customer Contact” means an individual designated by Customer to be Virtual Assistant's primary point of contact with Customer.

1.5 “Customer Data” mean data uploaded or transmitted by or on behalf of Customer via the Capy Platform.

1.6 “Capy Order Form” means an order form, executed by the Parties, pursuant to which Customer commits to engage and Capy commits to provide Services and which sets forth the Capy Package, Fees, Commitment Term, if any, and other specific requirements agreed to by Capy and Customer.

1.7 “Capy Package” means the scope, term, pricing, and any other specifics for the Services selected by Customer, whether through an online subscription order submitted by Customer and accepted by Capy or through an applicable Capy Order Form executed by both Parties. A Capy Package may include details such as the Subscription Fee, billing cycle, and any additional requirements agreed to by Capy and Customer.

1.8 “Capy Platform” means Capy’s proprietary web application and related software, integrations, and services, including (i) the Capy web application, (ii) the Slack integration, (iii) integrations delivered through email, WhatsApp, or other communication channels, (iv) any mobile applications, browser extensions, or additional integrations that Capy may make available from time to time, and (v) the Capy OS—Capy’s proprietary memory and workflow continuity layer that underpins the foregoing applications and integrations. The Capy Platform is made available primarily for enabling and supporting Customer’s use of the Services and for communicating with and directing the Virtual Assistant.

1.9 “Fees” means those fees payable for the selected Capy Package, subject to any supplementary pricing terms set forth in any applicable Capy Order Form.

1.10 “Virtual Assistant” means one or more individuals who specialize in providing administrative assistance and/or other professional services and are available to provide Virtual Assistant Services to Customer via the Capy Platform.

2. Capy Responsibilities

2.1 Services. Subject to the terms of this Agreement and any applicable Capy Order Form, Capy agrees to provide to Customer the Capy Package that Customer has chosen, including administrative assistance or other professional services from one or more Virtual Assistant(s) through the Capy Platform.

2.2 Virtual Assistant Confidentiality. Capy agrees that (i) it will enter into a written agreement with each Virtual Assistant containing confidentiality provisions that provide at least the same level of protection for Confidential Information as those in this Agreement, and (ii) Customer Data shall only be accessed by, and Virtual Assistant Services shall only be performed for the Customer by, Virtual Assistant that has executed such a written agreement with Capy.

2.3 Data Security. Capy will maintain a reasonable security program in accordance with industry standards that is designed to (i) ensure the security and integrity of all Customer Data (ii) protect against threats or hazards to the security or integrity of Customer Data; and (iii) prevent unauthorized access to Customer Data. Customer acknowledges that, notwithstanding such security precautions, the use of, or connection to, the Internet provides the opportunity for unauthorized third parties to circumvent such precautions and gain access to the Services.

3. Customer Responsibilities

3.1 Customer Profile. As part of the Capy Platform onboarding process, Customer must fill out the information profile required by Capy, including designating a Customer Contact. Capy (and its Affiliates) and Virtual Assistant may access such profile.

3.2 Communication of Required Information and Documents. Customer agrees that all information and documents provided to Capy during the Term are and will be current, complete, and accurate. Customer accepts that Capy bears no liability regarding the verification of the information and the documents provided by Customer (or by any other customer). Customer will notify Capy promptly of any change to any information that it has provided.

3.3 Equipment. Customer is solely responsible and liable for ensuring throughout the Term that Equipment (defined below) meets all specifications set forth in any usage guides and policies for the Capy Platform which may be made available to Customer via the Site or otherwise, from time to time, by Capy (“Documentation”). Capy reserves the right to specify and/or modify at any time the requirements set forth in Documentation and will inform Customer of any such modifications, either through the Capy Platform user interface, in an email notification, or through other reasonable means. “Equipment” means all virtual or physical third-party devices that the Customer chooses to purchase, install, use, or operate in order to use the Capy Platform, including software, desktop computer(s), laptop(s), tablet(s), mobile device(s), telecommunication device(s) and hardware product(s) capable of operating computer programs as well as internet connection(s) that meet the minimum requirements needed to use the Capy Platform.

3.4 Access to Capy Platform. Customer is responsible for the safeguarding, confidentiality, security, and appropriate use of its credentials to access the Capy Platform and shall take reasonable steps to prevent any unauthorized third party from gaining access to the Capy Platform via Customer. In the event of loss, theft, breach of confidentiality, or any risk of misuse of its credentials or other breach of security related to Customer's use of the Services, Customer must promptly notify Capy in writing. Customer is responsible for all activity that occurs via Customer's account, whether or not authorized by Customer. Capy will not be liable for any loss or damage arising from Customer's failure to comply with this Section 3.4 (Access to Capy Platform), regardless of whether Customer has notified us of such unauthorized use.

3.5 Customer Cooperation. Customer acknowledges and agrees that performance of Virtual Assistant Services depends on Customer's actions. Accordingly, Customer will use all commercially reasonable efforts to provide Capy and its Virtual Assistants with reasonable information, cooperation, and assistance in order for Virtual Assistant to perform Virtual Assistant Services. Each Virtual Assistant will provide Virtual Assistant Services directly to the Customer Contact and will provide the Virtual Assistant Services in accordance with Customer Contact's reasonable and lawful instructions. Customer Contact is responsible for setting, reviewing, and monitoring the work output and the other aspects of each project and for coordinating the same with Virtual Assistant. If Virtual Assistant is tasked with billing, invoicing, or other payment activities on Customer's behalf, Customer agrees that it is solely responsible for the direction and oversight of Virtual Assistant in performing these duties. Customer will take all necessary steps to review Virtual Assistant's work product and assumes all risk associated therewith to the fullest extent permitted by law.

3.6 Access to Customer Accounts. Customer acknowledges that Virtual Assistant may be granted access to several of Customer's accounts, in Customer's sole discretion, including but not limited to calendars, email accounts, and any cloud or software-as-a-service platforms ("Customer Accounts") in order to provide Virtual Assistant Services. Capy is not liable for any unauthorized access, misuse of information or breaches associated with Virtual Assistant access to Customer Accounts.

4. License to Capy Platform

4.1 License Grant. Subject to Customer’s compliance with this Agreement, Capy hereby grants Customer a limited, time-bound, nonexclusive, non-transferable, non-sublicensable right to access and use the Capy Platform solely for Customer’s internal business purposes and solely in connection with the Services. For clarity, Customer’s rights under this Section extend to use of the Capy Platform, including any features powered by Capy OS, but do not transfer or convey any ownership interest in the Capy Platform or Capy OS.

4.2 License Restrictions. The license granted hereunder is subject to the following restrictions ("License Restrictions"). Customer will not directly or indirectly: (i) reverse engineer, decompile, disassemble, modify, create derivative works of or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive, the source code underlying Capy Platform; (ii) attempt to probe, scan or test the vulnerability of Capy Platform, breach the security or authentication measures of Capy Platform without proper authorization or willfully render any part of Capy Platform unusable; (iii) use or access Capy Platform to develop a product or service that is competitive with Capy's products and services or Capy Platform or engage in competitive analysis or benchmarking; or (iv) otherwise use Capy Platform outside the scope expressly permitted under the Agreement. Customer must take all necessary measures to protect, and to ensure that persons working under its authority, including any Customer Contact, protect, Capy's intellectual property rights.

4.3 Artificial Intelligence Terms.

a. AI Features; Third-Party Processing. Customer acknowledges and understands that certain features of the Services may utilize artificial intelligence (“AI”), machine learning, and/or similar technologies (collectively, “AI Features”). These AI Features are embedded within Capy OS and may operate in the background as part of Customer’s communications, task routing, and Virtual Assistant workflows. Capy may provide the AI Features using third-party AI service providers, including OpenAI (ChatGPT), Anthropic (Claude), Perplexity AI (Perplexity), xAI (Grok), and Google/Alphabet (Gemini) (each, a “Third-Party AI Processor”), via API integrations or through Virtual Assistant access to such services (for example, by visiting a Third-Party AI Processor’s website or application). Capy will not permit Customer Inputs to be used by any Third-Party AI Processor for training or improvement of their generalized models.

b. Inputs and Outputs. Customer may provide information through the Services that is processed by the AI Features (“Inputs”) and may receive content, suggestions, or other results generated by the AI Features (“Outputs,” and together with Inputs, “AI Content”). Customer remains solely responsible for the Inputs and for ensuring that its use of AI Content complies with applicable laws and this Agreement. Customer agrees not to include any sensitive personal data (including but not limited to government identifiers, health data, financial account information, or data concerning racial or ethnic origin, political opinions, religious or philosophical beliefs, or sex life or sexual orientation) in any Inputs. Customer further understands that Outputs may not be unique and the same or similar Outputs may be generated for other customers.

c. Rights in AI Content. As between the Parties and to the extent permitted under applicable law, Customer owns the AI Content, including any Outputs created or used by a Virtual Assistant in the course of providing Services to Customer. For clarity, this means that drafts, deliverables, and other work product generated with the assistance of AI Features belong to Customer, subject to Customer’s compliance with this Agreement. Capy retains all right, title, and interest in and to the Capy Platform (including Capy OS) and the underlying software, models, and algorithms. Customer hereby grants to Capy a non-exclusive, worldwide, royalty-free license to use AI Content solely as necessary to deliver the Services, operate and improve Capy OS, and develop new service features, provided that such use will not result in Customer Inputs being used to train any generalized models of Third-Party AI Processors.

d. Restricted Use of AI Features. In addition to the License Restrictions in Section 4.2, Customer will not use the AI Features to: (i) generate AI Content that violates this Agreement, Capy’s Privacy Policy, or any applicable Third-Party AI Processor policies; (ii) reverse engineer or attempt to discover the source code or underlying components of the AI Features; (iii) use the AI Features to develop competing software or services; or (iv) mislead others into believing Outputs were generated solely by a human.

e. Disclaimer. Customer acknowledges that AI Features are an evolving technology and may produce inaccurate, incomplete, or unsuitable Outputs. Capy makes no warranty as to the accuracy, reliability, or suitability of any Outputs, and Customer uses all Outputs at its own risk.

5. Modifications

5.1 Modifications to this Agreement. Capy reserves the right to modify, for any reason, the terms and conditions of this Agreement, the Company Policies, and any additional terms that apply to the Services at any time. Customer should review this Agreement and the Company Policies regularly. Capy will use reasonable efforts to give you notice of these modifications, such as posting notice of modifications to these Terms on this web page, through the Services, or via email. The continued use of the Services by Customer after the date of any such changes constitutes Customer's agreement to such changes.

5.2 Modifications to the Capy Platform. Capy reserves the right to modify or discontinue the Services (or any portion thereof) at any time. This includes the right to add or remove features or functionality or to cease to support any individual component of the Services in Capy's sole discretion. Customer understands and agrees that Capy will not have any liability to Customer for the foregoing actions. If Customer objects to any such changes, Customer's sole recourse is to stop using the Services. Continued use of the Services after the date any such changes take effect constitutes Customer's agreement to such changes.

6. Non-Solicitation; No Outside Payments. Customer acknowledges that Capy has made substantial investments in recruiting, training, and matching skilled Virtual Assistants with its customers, and that Capy has a legitimate interest in protecting those investments. Customer further acknowledges that Virtual Assistants are engaged or employed by Capy, not by Customer, and that Customer’s access to such Virtual Assistants is conditioned upon Customer’s ongoing relationship with Capy and the Capy Platform, including Capy OS.

Accordingly, to the fullest extent permitted under applicable law, Customer agrees that during the Term of this Agreement and for a period of twelve (12) months immediately following the termination of Customer’s relationship with Capy for any reason, whether voluntary or involuntary, with or without cause, Customer shall not directly or indirectly solicit, induce, or attempt to engage any Virtual Assistant who is assigned to Customer at that time or who was assigned to Customer within the six (6) months preceding termination, to provide services directly to Customer outside of Capy.

If Customer breaches this restriction, or if Customer’s solicitation or inducement is a substantial factor in a Virtual Assistant leaving Capy to provide services directly or indirectly to Customer, Customer agrees to pay Capy, as liquidated damages and not as a penalty, a one-time fee equal to the greater of (a) $25,000 or (b) twelve (12) months of Customer’s subscription fees in effect at the time of such breach. Customer acknowledges that this amount represents a fair and reasonable estimate of Capy’s lost investments, goodwill, and continuity costs.

Any agreement or attempted agreement between Customer and a Virtual Assistant requiring that payment be made outside of Capy shall constitute a material breach of this Agreement and result in immediate termination of Customer’s access to the Capy Platform, including Capy OS continuity features, without refund.

7. Fees

7.1 Fees for Services. Customer shall pay to Capy the amount for the specific subscription plan (the “Subscription Fee”) that Customer selected at the time of contracting for Services, subject to any additional pricing terms, discounts, or credits agreed to by the Parties in an applicable Capy Order Form. Except as otherwise specified herein: (i) Subscription Fees are quoted and payable in United States dollars; (ii) payment obligations are non-cancelable and non-proratable for partial months; and (iii) Subscription Fees paid are non-refundable. Customer must provide Capy with a valid credit card or other payment instrument and represents and warrants that such information is true, current, and authorized for use. Customer will promptly update its account information with any changes (for example, billing address or credit card expiration date). Any failure to maintain valid, up-to-date payment information or to keep payments current will constitute a material breach of this Agreement, for which Capy may suspend or terminate the Services immediately without notice. Customer hereby authorizes Capy to bill the payment instrument in advance on a recurring basis in accordance with the terms of the applicable subscription plan until Customer terminates its subscription in accordance with this Agreement.

7.2 Discounts; Credits. At any time, and for any reason, Capy may provide discounts, credits, or preferential rates for its Services (“Credits”). The amount and form of such Credits, and the decision to provide them, are at the sole and absolute discretion of Capy. The provision of Credits in one instance does not entitle Customer to Credits in the future for similar instances, nor does it obligate Capy to provide Credits in the future under any circumstances.

7.3 Price Changes and Plan Changes. Unless stated otherwise in an applicable Capy Order Form, Capy reserves the right to change its pricing or introduce new subscription tiers. If Capy does change prices, Capy will provide notice of the change, through the Account page, email, or other reasonable means. Any change in price shall apply beginning with the Customer’s next billing cycle. If Customer upgrades or downgrades its plan, Capy will prorate the Subscription Fee as appropriate based on the effective date of the change and apply any resulting credit or additional charge to Customer’s account.

7.4 Invoices. Capy may choose to bill through invoices rather than automatic charges, which may be issued monthly, quarterly, or annually, as agreed by the Parties. Customer accepts that invoices may be delivered electronically. Unless different terms are stated on the invoice and agreed to in writing, all invoiced amounts are due upon receipt.

7.5 Disputes. Any dispute regarding a charge or invoice must be lodged with Capy in writing via email at [email protected] , with confirmation of receipt, within fifteen (15) days following the end of the applicable billing cycle. Once this period has expired, Customer shall be deemed to have waived its right to dispute the charge or invoice, and the charge or invoice will be deemed to have been accepted in full. Customer agrees to pay all charges or invoiced amounts minus only the disputed portion, if any, on or before the due date. Capy reserves the right to suspend or terminate the Services immediately if Customer initiates a chargeback or payment reversal without first submitting a written dispute as set forth above.

7.6 Late Payments; Chargebacks. UUnpaid and undisputed amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. If Capy does not receive payment due to a charge being declined, charged back, or otherwise reversed, Customer’s account shall be deemed in default. Upon written notice (email sufficient), Capy may, without liability, immediately suspend Customer’s right to access the Services. Capy may, but is not obligated to, defer suspension or other remedies if Customer is actively working in good faith to resolve the issue.

7.7 Taxes. All amounts payable hereunder are exclusive of any sales, use, value-added, or other taxes or duties, however designated (“Taxes”). Customer will be solely responsible for payment of all such Taxes, except for taxes based on Capy’s income. Customer will not withhold any Taxes from amounts due to Capy.

8. Confidentiality and Intellectual Property Rights

8.1 Confidentiality. Each Party (as the “Recipient”) agrees that it will use the Confidential Information of the other Party (the “Discloser”) solely in accordance with the provisions of the Agreement in order to perform its obligations and exercise its rights hereunder and Recipient will not disclose, or permit to be disclosed, the same directly or indirectly, to any third party without Discloser's prior written consent, except as otherwise permitted hereunder. Recipient may disclose Confidential Information (i) to its employees, officers, directors, attorneys, auditors, financial advisors and other representatives who have a “need to know” in connection with this Agreement and are legally bound to keep such information confidential by confidentiality obligations no less stringent than those of this Agreement; and (ii) as required by law or regulation, or in response to a lawfully issued subpoena or other court order (in which case Recipient will, unless prohibited by applicable law, provide the Discloser with prior written notification thereof, the opportunity to contest such disclosure, will provide reasonable assistance to the Discloser (at the Discloser's expense) in seeking an injunction, protective order, or other relief to prevent disclosure ,and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law). Recipient will exercise the same degree of care in protecting the Confidential Information from unauthorized use and disclosure as it exercises with its own confidential and proprietary information, and in no event less than a reasonable degree of care. Both Parties acknowledge that any actual or threatened breach of the provisions of this Section 8.1 (Confidentiality) or the License Restrictions set forth in Section 4.2 would cause irreparable harm to the non-breaching Party, which could not be adequately compensated through monetary damages alone. Accordingly, in the event of any actual or threatened breach of the provisions of this Section 8.1 (Confidentiality) or the License Restrictions set forth in Section 4.2, notwithstanding anything to the contrary in this Agreement, the non-breaching Party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it and without the necessity of posting bond or other security. Each Party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in the Agreement.

8.2 Intellectual Property Rights. Subject only to the licenses expressly granted in Section 4.1, as between Capy and Customer, Capy owns and retains all right, title, and interest in and to the Capy Platform, including without limitation all intellectual property rights in Capy OS, underlying software, algorithms, designs, and documentation. Customer will not, and will not allow others to, remove any copyright, trademark, or other proprietary notices of Capy or any third party contained on or in the Capy Platform or any other materials delivered to Customer, and Customer will reproduce all such notices on all permitted copies made by Customer under this Agreement. Capy may use all suggestions, feedback, improvements, report formats, or similar information that Customer provides to Capy or otherwise makes with respect to the Services without any obligation to Customer. For clarity, Customer retains all rights, title, and interest in and to (i) Customer Data, (ii) Customer Confidential Information, and (iii) all outputs and deliverables created by a Virtual Assistant in the course of providing the Services, except to the extent incorporating or derived from the Capy Platform or Capy OS.

8.3 Rights in Output of Virtual Assistant Services. Capy does not claim any right, title, or interest in or to (i) Customer Data, (ii) Customer Confidential Information, or (iii) any and all inventions, works of authorship, designations, designs, know-how, ideas, information, deliverables, or other work product made, conceived, or reduced to practice in connection with the Virtual Assistant Services, including any such work product generated or assisted by the AI Features (collectively, “Outputs”). As between the Parties, all Outputs are owned exclusively by Customer, subject to Customer’s compliance with this Agreement. For clarity, Capy retains all right, title, and interest in and to the Capy Platform (including Capy OS), the underlying software, models, and algorithms, and any improvements thereto.

8.4 Performance Metrics. Customer agrees that Capy has the right to monitor, collect, and analyze statistical and performance information based on and/or relating to Customer's use of the Capy Platform, and is free (during and after the term hereof) to (i) use such data and other information to improve Capy's products and services, including but not limited to the AI Features, and (ii) disclose such data and other information solely in an aggregated and anonymized format that does not identify Customer or any individual.

9. Privacy

9.1 Privacy Notice. The Capy Privacy Policy is hereby incorporated into and forms an integral part of this Agreement.

9.2 Data Processing Addendum. To the extent that, as part of the Services, Capy processes personal information on Customer's behalf, the terms of the Capy Data Processing Addendum, which is incorporated into and forms an integral part of this Agreement, will apply to such processing.

10. Warranties and Disclaimers

10.1 Mutual Warranties. Each Party hereby represents and warrants to the other as follows: (i) it has the authority to enter into this Agreement and to bind such Party to this Agreement, and that this Agreement constitutes the legal, valid, binding and enforceable agreement of such Party; and (ii) execution and performance of this Agreement (a) does not breach any agreement of such Party with another third party, or any duty arising in law or equity, (b) does not violate any law, rule, or regulation applicable to such Party, and (c) is within such Party's powers.

10.3 Customer Warranties. Customer warrants that (i) it has all rights necessary to provide any Customer Data and to permit Capy to use the same as contemplated hereunder; and (ii) Customer Data and Customer's other activities in connection with the Capy Platform, and Capy's exercise of all rights and licenses granted by Customer herein, do not and will not violate, infringe, or misappropriate any third party's copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Customer Data contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing.

11 DISCLAIMERS

11.1 General Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, CAPY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS EXPRESSLY SET FORTH HEREIN, CAPY MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, (II) THE CAPY PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE CAPY PLATFORM WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY CUSTOMER THROUGH THE CAPY PLATFORM OR THE VIRTUAL ASSISTANT SERVICES WILL MEET CUSTOMER'S EXPECTATIONS. TO THE EXTENT THAT THE SERVICES IS DEPENDENT UPON OR USES THE INTERNET OR CUSTOMER'S INTERNAL COMPUTER NETWORK, CUSTOMER ACKNOWLEDGES THAT CAPY HAS NO CONTROL OVER THE INTERNET OR CUSTOMER'S INTERNAL COMPUTER NETWORK, MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE PERFORMANCE OF THE INTERNET OR CUSTOMER'S INTERNAL COMPUTER NETWORK AND HAS NO LIABILITY WHATSOEVER FOR CUSTOMER'S INABILITY TO USE THE SERVICES PROVIDED HEREUNDER AS A RESULT OF THE FAILURE OF OR INOPERABILITY OF THE INTERNET OR CUSTOMER'S INTERNAL COMPUTER NETWORK.

11.2 Virtual Assistant Services. CUSTOMER ACKNOWLEDGES AND AGREES THAT CAPY DOES NOT WARRANT OR GUARANTEE THE QUALITY OF THE VIRTUAL ASSISTANT SERVICES OR THAT A VIRTUAL ASSISTANT WILL MEET ANY DEADLINES SET BY CUSTOMER, AND CUSTOMER WILL BE SOLELY RESPONSIBLE FOR DETERMINING WHETHER ANY PARTICULAR VIRTUAL ASSISTANT MEETS CUSTOMER'S NEEDS AND EXPECTATIONS.

11.3 AI Features. CUSTOMER ACKNOWLEDGES THAT ARTIFICIAL INTELLIGENCE IS A NASCENT, RAPIDLY EVOLVING TECHNOLOGY, AND, AS SUCH, CUSTOMER AGREES THAT CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR COMPLYING WITH ANY LAWS, RULES, AND, REGULATIONS APPLICABLE TO ITS USE OF THE AI FEATURES AND/OR THE AI CONTENT, AND PROVIDER SHALL HAVE NO LIABILITY ARISING FROM DECISIONS MADE OR ACTIONS TAKEN BY CUSTOMER BASED ON CUSTOMER'S USE OF OR RELIANCE ON THE SERVICES OR THE AI CONTENT, ALL OF WHICH IS ENTIRELY AT CUSTOMER'S OWN RISK.

12. Third-Party Distribution Channels

Capy offers software applications that may be made available through the Apple App Store, Android Marketplace or other distribution channels (“Distribution Channels”). If Customer obtains such software through a Distribution Channel, Customer may be subject to additional terms of the Distribution Channel. This Agreement is between Customer and Capy only, and not with the Distribution Channel. To the extent that Customer utilizes any other third-party products and services in connection with Customer's use of the Capy Platform, Customer agrees to comply with all applicable terms of any agreement for such third-party products and services.

Without limiting the generality of the foregoing, with respect to software that is made available for Customer's use in connection with an Apple-branded product (such software, “Apple-Enabled Software”), in addition to the other terms and conditions set forth in this Agreement, the following terms and conditions apply:

a. Capy and Customer acknowledge that this Agreement is concluded between Capy and Customer only, and not with Apple Inc. (“Apple”), and that as between Capy and Apple, Capy, not Apple, is solely responsible for the Apple-Enabled Software and the content thereof.

b. Customer may not use the Apple-Enabled Software in any manner that is in violation of or inconsistent with the usage rules set forth for Apple-Enabled Software in, or otherwise be in conflict with, the App Store Terms of Service.

c. Customer's license to use the Apple-Enabled Software is limited to a non-transferable license to use the Apple-Enabled Software on an iOS product that Customer owns or controls, as permitted by the usage rules set forth in the App Store Terms of Service.

d. Apple has no obligation whatsoever to provide any maintenance or support services with respect to the Apple-Enabled Software.

e. Apple is not responsible for any product warranties, whether express or implied by law. In the event of any failure of the Apple-Enabled Software to conform to any applicable warranty, Customer may notify Apple, and Apple will refund the purchase price for the Apple-Enabled Software to Customer, if any; and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Enabled Software, or any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty, which will be Capy's sole responsibility, to the extent it cannot be disclaimed under applicable law.

f. Capy and Customer acknowledge that Capy, not Apple, is responsible for addressing any claims of Customer or any third party relating to the Apple-Enabled Software or Customer's possession and/or use of that Apple-Enabled Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Apple-Enabled Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

g. In the event of any third-party claim that the Apple-Enabled Software or the end-user's possession and use of that Apple-Enabled Software infringes that third party's intellectual property rights, as between Capy and Apple, Capy, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.

h. Customer represents and warrants that (i) Customer is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) Customer is not listed on any U.S. Government list of prohibited or restricted parties.

i. If Customer has any questions, complaints or claims with respect to the Apple-Enabled Software, they should be directed to Capy as follows: [email protected].

j. Capy and Customer acknowledge and agree that Apple, and Apple's subsidiaries, are third-party beneficiaries of this Agreement with respect to the Apple-Enabled Software, and that, upon Customer's acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against Customer with respect to the Apple-Enabled Software as a third-party beneficiary thereof.

13. Indemnification

13.1 Indemnification by Capy. Capy will defend, indemnify, and hold harmless Customer from all out-of-pocket costs, damages, losses, judgments, fines, and expenses (including reasonable attorneys' fees) (collectively, “Out-of-Pocket Costs”) arising from any third-party allegation, demand, claim or proceeding (each, a "Claim") arising out of an allegation that the use of the Capy Platform as permitted hereunder infringes or misappropriates any U.S. intellectual property rights, including without limitation patent, copyright, trademark, trade secret, or publicity rights. Capy will indemnify Customer for any Out-of-Pocket Costs finally awarded against (or any settlement approved by Capy) Customer in connection with any such Claim; provided that (x) Customer promptly notifies Capy of such Claim, (y) Customer tenders sole and exclusive authority to defend and/or settle any such Claim to Capy (provided that Capy may not settle any Claim unless it unconditionally releases Customer of all related liability without Customer's prior written consent, which will not be unreasonably withheld) and (z) Customer reasonably cooperates with Capy in connection therewith.

If the use of Capy Platform by Customer has become, or in Capy's opinion is likely to become, the subject of any claim of infringement, Capy may at its option and expense, and as Customer's sole and exclusive remedy under this Section 13.1 (Indemnification by Capy): (i) procure for Customer the right to continue using and receiving the Capy Platform as set forth hereunder; (ii) replace or modify the Capy Platform to make it non-infringing (with comparable functionality); or (iii) if the options in clauses (i) or (ii) are not reasonably practicable, terminate the Agreement and provide a pro rata refund of any prepaid fees corresponding to the terminated portion of the applicable engagement period. Capy will have no liability or obligation with respect to any Claim to the extent such Claim is caused by: (A) Capy's compliance with guidelines, plans or specifications provided by Customer; (B) Customer's use of the Capy Platform not in accordance with the Agreement or as directed or approved by Capy; (C) modification of the Capy Platform by or on behalf of the Customer without Capy' express written consent; (D) Customer Data, unless the Claim is caused by Capy's or a party acting on behalf of Capy's use of the Customer Data in a manner not expressly permitted by the Agreement or as directed or approved by Customer; (E) the combination, operation or use of the Capy Platform by the Customer with other applications, portions of applications, product(s) or services where the Capy Platform would not by itself be infringing or (F) acts or omissions by Customer (clauses (A) through (F), "Excluded Claims"). This section states Capy's sole and exclusive liability and obligation, and Customer's exclusive remedy, for any claim of any nature related to infringement or misappropriation of intellectual property.

13.2 Indemnification by Customer. Customer will defend, indemnify, and hold harmless Capy from all Out-of-Pocket Costs arising from any Claim made or brought against Capy arising out of: (i) Customer's breach of its representations and warranties in this Agreement; (ii) Customer's violation of applicable laws; (iii) Customer's gross negligence or willful misconduct; and (iv) Excluded Claims; provided that (a) Capy will promptly notify Customer of such Claim, (b) Customer will have the sole and exclusive authority to defend and/or settle any such Claim (provided that Customer may not settle any Claim without Capy' prior written consent, which will not be unreasonably withheld, unless it unconditionally releases Capy of all liability) and (c) Capy reasonably cooperates with Customer in connection therewith.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW AND EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS, OR A BREACH OF CONFIDENTIALITY OR THE LICENSE RESTRICTIONS, UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER UNDER THIS AGREEMENT FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST CONTENT OR DATA, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF A REPRESENTATIVE OF SUCH PARTY HAS BEEN ADVISED, KNEW, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, OR (B) EXCLUDING CUSTOMER'S PAYMENT OBLIGATIONS, ANY DIRECT DAMAGES, COSTS, OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER UNDER THE AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE INCIDENT OR CLAIM.

15. Term and Termination

15.1 Term. For all subscription plans, the initial term of this Agreement shall be thirty (30) days (the “Initial Term”), unless otherwise specified in a Capy Order Form entered into by the Parties. The Agreement shall automatically renew for additional periods of the same duration as the Initial Term (each, a “Renewal Term,” and collectively with the Initial Term, the “Term”), unless either Party provides notice of non-renewal at least twenty-four (24) business hours prior to the end of the then-current Term.

15.2 Termination of Services by Customer. Customer may cancel a subscription for any reason at any time. Cancellations will become effective at the end of the then-current billing period, provided that notice of cancellation is received at least twenty-four (24) business hours prior to renewal. Subscription Fees are non-refundable and non-proratable, except as expressly set forth in this Agreement.

15.3 Termination of Services by Capy. Capy reserves the right to terminate a Customer’s subscription at any time, for any reason or no reason. In such case, Capy will refund to Customer a pro-rated portion of any prepaid Subscription Fees for the unused remainder of the Term.

15.4 Suspension. In addition to any other remedies, Capy may suspend Customer’s access to the Services immediately if Customer’s use of the Services (i) poses a security risk to the Capy Platform or any third party; (ii) adversely impacts Capy’s systems or the Customer Data of others; (iii) subjects Capy to liability; or (iv) is fraudulent, unlawful, or in material breach of this Agreement. Suspension does not relieve Customer of payment obligations.

15.5 Effect of Suspension or Termination. Upon termination or suspension of the Services, Customer remains responsible for all Fees due under this Agreement, unless otherwise stated herein. Upon termination, Capy will make Customer Data available for download for five (5) days following the effective date of termination. Thereafter, Capy shall have no obligation to retain or provide Customer Data.

16. General

16.1 Export Compliance. Each Party will comply with the export laws and regulations of the United States, European Union and other applicable jurisdictions in providing and using the Capy Platform.

16.2 Assignment; Delegation. Neither Party hereto may assign or otherwise transfer the Agreement, in whole or in part, without the other Party's prior written consent, provided, however, that Capy may assign the Agreement without consent to a successor (by merger, consolidation, purchase of assets or otherwise) to all or substantially all of its assets or business related to the Agreement. Any attempted assignment, delegation, or transfer by either Party in violation hereof will be null and void. Subject to the foregoing, the Agreement will be binding on the parties and their successors and assigns.

16.3 Waiver. Failure or delay by either Party to enforce any provision of the Agreement will not be deemed a waiver of future enforcement of that or any other provision.

16.4 Relationship of the Parties. Nothing contained herein will in any way constitute any association, partnership, agency, employment or joint venture between the Parties hereto, or be construed to evidence the intention of the Parties to establish any such relationship. Neither Party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties.

16.5 Unenforceability. If a court of competent jurisdiction determines that any provision of the Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of the Agreement will remain in full force and effect and bind the parties according to its terms.

16.6 Governing Law. The Agreement will be governed by the laws of the State of Wyoming, exclusive of its rules governing choice of law and conflict of laws. The Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.

16.7 Survival. Upon termination of the Agreement all rights and obligations will immediately terminate except that any terms or conditions that by their nature should survive such termination will survive, including the License Restrictions and terms and conditions relating to proprietary rights and confidentiality, disclaimers, indemnification, limitations of liability and termination and the general provisions below.

16.8 Notices. Any notice required or permitted to be given hereunder will be given in writing and will be deemed to have been served forty-eight (48) hours after dispatch if sent by post or at the time of transmission if sent by email. In the event that the last contact information you provided to Capy is not valid, or for any reason is not capable of delivering to you any notices required or permitted by this Agreement, Capy's dispatch of the notice will constitute effective notice. You agree that these terms (including all updates thereto), agreements, notices, disclosures, and other communications that we may provide to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing.

16.9 Force Majeure. Neither Party will be deemed in breach hereunder for any cessation, interruption or delay in the performance of its obligations due to causes beyond its reasonable control, including earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or not officially declared), cyber-attacks (e.g., denial of service attacks), epidemic or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree.

16.10 Entire Agreement. The Agreement, together with any other documents incorporated herein by reference and all related order forms, comprises the entire agreement between Customer and Capy with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements (oral and written). No oral or written information or advice given by Capy, its agents or employees will create a warranty or in any way increase the scope of the warranties in the Agreement. Notwithstanding the foregoing, in the event of any inconsistency between this Agreement and the Data Processing Addendum, the Data Processing Addendum controls and governs over this Agreement to the extent necessary to resolve the conflict or inconsistency.

Schedule A

SCHEDULE A

Dispute Resolution by Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS CUSTOMER'S RIGHTS.

1. Agreement to Arbitrate This section is referred to as the “Arbitration Agreement.” Capy agrees that any and all disputes or claims that have arisen or may arise between Customer and Capy, whether arising out of or relating to this Agreement, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that Customer may assert individual claims in small claims court, if Customer's claims qualify. Customer agrees that, by agreeing to this Agreement, Customer and Capy are each waiving the right to a trial by jury or to participate in a class action. Customer's rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. Notwithstanding the foregoing, this Arbitration Agreement shall not preclude either Party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or preliminary injunction in circumstances in which such relief is appropriate; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this Arbitration Agreement.

2. Prohibition of Class and Representative Actions and Non-Individualized Relief Customer and Capy agree that each may bring claims against the other only on an individual basis and not as plaintiff or class member in any purported class or representative action or proceeding. Unless both Customer and Capy agree otherwise, the arbitrator may not consolidate or join more than one person's or Party's claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Also, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual Party seeking relief and only to the extent necessary to provide relief necessitated by that Party's individual claim(s).

3. Pre-Arbitration Dispute Resolution Capy is always interested in resolving disputes amicably and efficiently, and most participant concerns can be resolved quickly and to the participant's satisfaction by emailing Capy 's support team at [email protected]. If such efforts prove unsuccessful, a Party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Capy and Customer do not resolve the claim within sixty (60) calendar days after the Notice is received, Customer or Capy may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Capy or Customer shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which Customer or Capy is entitled.

4. Arbitration Procedures Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association's (“AAA”) rules and procedures, including the AAA's Commercial Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. The arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under this Agreement and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless Capy and Customer agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If Customer's claim is for $10,000 or less, Capy agrees that Customer may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing or by an in-person hearing as established by the AAA Rules. If Customer's claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

5. Costs of Arbitration Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. Any payment of attorneys' fees will be governed by the AAA Rules.

6. Confidentiality All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

7. Severability If a court or the arbitrator decides that any term or provision of this Arbitration Agreement other than clause (b) above is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of clause (b) is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of this Agreement will continue to apply.