Capitas Cloud

1 Scope

These Terms of Service govern the use of Services provided by MDC Linq LLC, having its registered address at 1718 Capitol Ave, Cheyenne, WY 82001 ("Capitas Cloud", "we", "us", or "our").

The Services are intended for purchase and use by entities, organizations, and private entrepreneurs for their business or professional purposes. They are not fit for, nor are we obliged to provide them to, consumers or any private person acting outside the scope of their business.

If you are accepting these Terms on behalf of your employer or another legal entity, you represent and warrant that: (i) you have full legal authority to bind such entity; (ii) you have read and understood this Agreement; and (iii) you agree to this Agreement on behalf of the party you represent.

2 Definitions

When used in this Agreement (including Schedules below), the following terms have the following meaning:

Affiliate: An entity that directly or indirectly (a) controls, (b) is controlled by, or (c) is under common control with subject entity, where "control" means ownership of more than 50% of the outstanding interests.
Control Panel: The web portal through which a Customer can manage their subscription, available at: https://hub.capitascloud.com/
Customer Data: All data, materials, or content that a User uploads, inputs, generates, or stores via the Services.
Credits: Prepaid monetary units used as payment for Services.
End-User: A client of the Customer on whose behalf the Customer utilizes the Services.
Governmental Authority: Any national, supranational, municipal, administrative, or regulatory body (including courts, police, and intelligence agencies), whether domestic or in any other jurisdiction.
Partner: An entity in a relationship with us for the resale, promotion, or compliance of our products jointly or as otherwise required.
Services: The software, cloud infrastructure (storage, networking), support, website, and documentation provided in detail at capitascloud.com/resources/docs, as specified individually via the Control Panel or by automatic Programmable Interfaces (APIs).
Sub-processor: Any third-party platform, component, or operating system (e.g., firewall) offered, developed, or owned as part of the Services.

3 Agreement

This Agreement consists of: (1) these Terms of Service; (2) the Privacy Policy; (3) the Use Policy; (4) the Acceptable Use Policy (AUP); and (5) any applicable Schedules.

In case of conflict or ambiguity between these documents, the order of precedence is: (1) DPA, (2) SLA, (3) ToS, (4) AUP, (5) Privacy Policy.

You must: (1) execute this Agreement by accepting it; (2) maintain a valid Account; (3) if multiple users, ensure all are subject to these Terms at all times during the term. You must ensure all information provided to us is true, complete, and kept up-to-date.

4 Account

If any information provided is fraudulent or misleading, we reserve the right to suspend or terminate your Account. After suspension, you will be responsible for all charges made against your Account; these are valid only as deemed appropriate by us.

We reserve the right to take any action we deem necessary to safeguard our name, password, and services. We may prompt you to temporarily reset access for reasonable grounds if we believe your account has been compromised.

5 Rights Granted

Subject to these Terms, we grant you a non-exclusive, non-transferable, revocable license to use the Services. However, under no circumstances may you exercise rights beyond those explicitly granted. We do not warrant that the Services were exercised with the skill and care that was relevant or that a written efficiency standard exists to correct the Services, but we will make commercially reasonable efforts to compensate for any unscheduled downtime. Credits may not be exchanged for cash.

If Credits are unused at the expiry date, they will be treated as-is.

6 Service Credits

Service credits are issued at our discretion based on verified service disruptions. Credits are applied to future invoices and cannot be exchanged for cash or transferred to another account. Credits expire if unused within six (6) months of issuance. We reserve the right to modify or discontinue credit programs at any time.

7 Fees & Payment

You agree to pay all fees specified in your subscription. Fees are non-refundable except as expressly set forth in this Agreement. We reserve the right to modify fees with thirty (30) days' written notice. Failure to pay may result in suspension or termination of Services.

All amounts are due in US dollars. We accept major credit cards and ACH transfers as specified in the Control Panel.

8 Taxes

All fees are exclusive of applicable taxes. You are responsible for paying all taxes, levies, or duties imposed by taxing authorities associated with your use of the Services, excluding taxes based on our net income. If we are required to collect or pay taxes on your behalf, those amounts will be added to your invoice.

9 Confidentiality

Each party agrees to keep confidential any non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully known before disclosure; (c) was independently developed without use of confidential information; or (d) is required to be disclosed by law or Governmental Authority.

10 Intellectual Property

All rights, title, and interest in and to the Services, including all intellectual property rights, remain exclusively with Capitas Cloud. No rights are granted to you other than as expressly stated in this Agreement.

You retain all intellectual property rights in your Customer Data. You grant us a limited, worldwide, royalty-free, perpetual, irrevocable license to host, store, reproduce, modify, and display your Customer Data solely as necessary to provide the Services.

11 Customer Data

You are solely responsible for the accuracy, quality, legality, and appropriateness of all Customer Data. You warrant that you have all necessary rights to submit Customer Data to the Services and that doing so does not violate any applicable laws or third-party rights.

We will not access, use, or disclose your Customer Data except: (a) as necessary to provide the Services; (b) as required by law; or (c) as expressly permitted by you.

Upon termination of your account, we will delete or return your Customer Data in accordance with our data retention policy, unless retention is required by law.

12 Privacy

Your use of the Services is also governed by our Privacy Policy, which is incorporated into this Agreement by reference. By using the Services, you acknowledge and agree to the collection and use of your information as described in the Privacy Policy.

We maintain commercially reasonable administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of your Customer Data.

13 Indemnification

You agree to indemnify, defend, and hold harmless Capitas Cloud and its Affiliates from any claims, damages, awards, and attorneys' fees arising from: (a) your use of the Services in violation of this Agreement; (b) your Customer Data; (c) your violation of any applicable law or third-party right; or (d) your End-Users' use of the Services.

We will provide prompt written notice of any claim for which we seek indemnification and will cooperate reasonably in the defense of such claim.

14 Warranties

Each party represents and warrants that it has the legal authority to enter into this Agreement. We warrant that the Services will perform materially in accordance with the applicable documentation. We do not warrant that the Services will be uninterrupted or error-free.

DISCLAIMER: EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

15 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER DURING THE TWELVE (12) MONTHS PRIOR TO THE CLAIM.

The limitations above shall apply regardless of whether the claim is based in contract, tort, statute, or any other legal theory, and irrespective of whether a party knew or should have known of the possibility of such damages.

16 Third-Party Services

The Services may contain links to or integrations with third-party services. We do not endorse or assume any responsibility for third-party services. Your use of any third-party service is governed by that party's terms and conditions.

We are not liable for any damages or losses caused by third-party services, including Sub-processors. We will, however, make commercially reasonable efforts to ensure our Sub-processors maintain appropriate security standards.

We certify that, to our knowledge, our vendors do not contain any malicious code that would modify the Services delivered to you.

17 Term & Termination

This Agreement begins on the date you accept it and continues until terminated. Either party may terminate this Agreement with thirty (30) days' written notice. Either party may terminate immediately if the other party: (a) materially breaches this Agreement and fails to cure within fifteen (15) days of notice; (b) becomes insolvent or files for bankruptcy; or (c) ceases to do business.

Upon termination: (a) all licenses granted herein immediately terminate; (b) you must cease all use of the Services; (c) each party must return or destroy confidential information; and (d) any accrued payment obligations survive.

18 Feedback

If you provide feedback, suggestions, or recommendations regarding the Services, you grant us a worldwide, royalty-free, perpetual, irrevocable license of any kind to use, modify, incorporate, and otherwise exploit that feedback without restriction or compensation to you.

19 Limitation Period

No action arising from or related to this Agreement may be brought by either party more than six (6) months after the cause of action arose, except for claims arising from non-payment, which may be brought within the applicable statutory period.

Claims arising from negligence or willful misconduct are not subject to this limitation.

20 Force Majeure

Neither party shall be in default or liable for any delay or failure to fulfill any obligation under this Agreement (other than payment obligations) to the extent that such delay or failure arises from circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, government actions, embargoes, or failures of third-party infrastructure.

The affected party must notify the other within sixty (60) days of becoming aware of the force majeure event. If the event continues for more than sixty (60) days, either party may terminate this Agreement without liability.

21 Export Controls

You agree to comply with all applicable export control laws and regulations (US and non-US). You represent that you are not located in, or a resident of, any country subject to a US government embargo, including Cuba, Iran, North Korea, Syria, and the Crimea region. You also represent that you are not on any US government list of prohibited or restricted parties.

22 References

We may use your company name and logo in our marketing materials, case studies, and on our website solely to identify you as a customer. We will ask for your prior written consent before producing any detailed case study or YouTube-style testimonial. You may revoke this permission at any time by contacting us.

23 General

Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Non-Waiver. Failure to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that provision.

No Third-Party Beneficiaries. This Agreement is for the benefit of the parties only and not any third party.

Assignment. You may not assign your rights or obligations without our prior written consent. We may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of our assets.

Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements and understandings.

Notices. Notices to us should be sent to: [email protected]. Notices to you will be sent to the email address on your Account.

Negotiation. The parties have negotiated this Agreement. Any ambiguity shall not be construed against either party as the drafter.

24 Governing Law & Dispute Resolution

This Agreement is governed by the laws of the State of Wyoming, USA, without regard to its conflict of law provisions.

Any dispute arising from or relating to this Agreement shall first be attempted to be resolved through good-faith negotiation. If negotiation fails, disputes shall be resolved through binding arbitration in Cheyenne, Wyoming, in accordance with the rules of the American Arbitration Association.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction.

25 Data Processing Addendum

To the extent that Capitas Cloud processes any personal data (as defined under applicable privacy laws) on behalf of the Customer, the parties agree to the Data Processing Addendum (DPA), which is incorporated into this Agreement by reference.

The DPA sets out the parties' obligations with respect to the processing of personal data, including:

a) Duration and nature of processing
b) Description of the subject matter
c) Purpose of the processing
d) Nature of the data (including, inter alia, name, email, commercial data, and pseudonymous encrypted identifiers)
e) Type of data subjects (Customers and their End-Users)

We warrant that all sub-processors engaged to process personal data on our behalf provide sufficient guarantees to implement appropriate technical and organizational measures to ensure the ongoing confidentiality, integrity, availability, and resilience of processing systems.

Schedule A — Acceptable Use Policy (AUP)
The following activities are strictly prohibited on the Capitas Cloud platform:

A. Offensive Content

Hosting, distributing, or transmitting any content that is illegal, harmful, threatening, abusive, defamatory, obscene, or otherwise objectionable under applicable law, including child exploitation material.

B. Environmental Violations

Any activity that generates continuously high CPU utilization that circumvents normal resource allocation, including but not limited to: unauthorized cryptocurrency mining.

C. Network Abuse

Activities that disrupt, damage, or impair the Services or any third-party network or system, including Distributed Denial of Service (DDoS) attacks.

D. Security Violations

Unauthorized access to systems or data; distribution of malware, ransomware, phishing content, trojans, or any other malicious software.

E. Mass Email

Sending unsolicited bulk email (spam), operating open mail relays, or conducting any mass messaging campaign without prior recipient consent.