Terms of Service

1. Acceptance of Terms

These Terms of Service (“Terms” or “Agreement”) constitute a legally binding contract between you and Capgist LLC, a Wyoming single-member limited liability company (“Capgist,” “we,” “us,” or “our”). By creating an account, accessing, or using the Capgist platform (the “Platform”), you agree to be bound by these Terms, our Privacy Policy (incorporated herein by reference), and any additional terms that apply to specific features of the Platform.

If you are entering into these Terms on behalf of a company, fund, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case “you” or “Customer” refers to that entity.

If you do not agree to these Terms, do not access or use the Platform.

2. Description of Service

Capgist is a multi-tenant, cloud-based software-as-a-service platform designed for real estate fund management. The Platform enables fund managers (“General Partners” or “GPs”) to manage investor relationships, issue capital calls, calculate and model return distributions using a waterfall distribution engine, share documents, and communicate with investors. Investors (“Limited Partners” or “LPs”) access a self-service investor portal to view their portfolio, track capital calls and distributions, and access fund documents.

2.1 User Types

(a) GP Customers. GPs are the primary customers of Capgist. GPs sign up for the Platform, select a subscription plan, pay applicable fees, and agree to these Terms directly. GPs are responsible for all activity conducted through their account and for the data they and their authorized users enter into the Platform.

(b) LP Investors. LPs access the Platform through invitations issued by their GP. LPs do not independently select or pay for Capgist. By accessing the investor portal, LPs agree to these Terms as a condition of use. LPs acknowledge that their access is provided by and at the direction of their GP, and that Capgist's relationship with respect to LP data is governed by Section 5 of these Terms.

2.2 Platform Features

The Platform includes, but is not limited to, the following features: investor management and onboarding; capital call creation and tracking; waterfall distribution modeling and calculation; document vault with role-based access controls; investor communications; portfolio dashboards for GPs and LPs; and audit logging of administrative actions.

3. Platform Use Disclaimer; Regulatory Status

Please read this section carefully. It defines the nature of the Platform and limits Capgist's role and responsibility.

(a) Software Tool, Not Advisory Service. Capgist is a software-as-a-service platform that provides computational tools for real estate fund management. Capgist is not a registered investment adviser under the Investment Advisers Act of 1940, as amended, or under any state securities laws. Capgist is not a registered broker-dealer, fund administrator, transfer agent, tax advisor, accountant, or attorney. Capgist is not registered with or regulated by the Securities and Exchange Commission (“SEC”), the Financial Industry Regulatory Authority (“FINRA”), or any state securities regulatory authority.

(b) No Investment Advice. Nothing on the Platform constitutes investment advice, a recommendation to buy or sell any security, or a solicitation of any investment. The Platform performs mathematical calculations and generates reports based solely on data and parameters that you provide.

(c) User Responsibility. You are solely responsible for: (i) the accuracy and completeness of all data entered into the Platform; (ii) independently verifying the accuracy of all Platform outputs, including but not limited to waterfall distribution calculations, capital call amounts, investor allocations, and investor statements, before relying on or distributing such outputs; (iii) ensuring that your use of the Platform complies with all applicable federal, state, and local laws and regulations, and the terms of your fund's governing documents (including limited partnership agreements, operating agreements, and private placement memoranda); and (iv) engaging qualified legal, tax, accounting, and fund administration professionals as appropriate.

(d) Not a Substitute for Professional Services. The Platform is a computational tool and is not a substitute for professional fund administration, legal counsel, tax advice, or accounting services. You should not rely on Platform outputs as the sole basis for any financial, legal, tax, or investment decision.

(e) No Fiduciary Relationship. Use of the Platform does not create a fiduciary, advisory, or professional-client relationship between Capgist and you, between Capgist and your fund, or between Capgist and your fund's investors.

(f) Calculations Provided “As-Is.” All calculations, reports, projections, and outputs generated by the Platform, including without limitation all waterfall distribution calculations, are provided on an “as-is” basis without any warranty of accuracy, completeness, or fitness for any particular purpose. You must independently verify all calculations before relying on them or distributing funds based on them.

(g) Payment Processing. To the extent the Platform facilitates payment processing through third-party payment providers, Capgist acts solely as a technology intermediary. Capgist does not hold, transmit, or control funds. All payment processing is subject to the terms and conditions of the applicable third-party payment provider.

4. Account Responsibilities

4.1 Registration

To use the Platform as a GP, you must create an account and provide accurate, complete, and current information. You agree to update your information promptly if it changes.

4.2 Account Security

You are responsible for maintaining the confidentiality of your login credentials, including any multi-factor authentication methods. You are responsible for all activity that occurs under your account. You must notify Capgist immediately at security@capgist.com if you become aware of any unauthorized access to or use of your account.

4.3 Authorized Users

GP accounts may have multiple authorized users with different permission levels (administrator, viewer). The GP account holder is responsible for all actions taken by its authorized users and for ensuring that user permissions are appropriately configured.

4.4 Authentication

The Platform uses industry-standard authentication protocols, including Proof Key for Code Exchange (PKCE) flow. Multi-factor authentication is available and recommended. Password resets are handled via authenticated email links.

5. GP/LP Relationship and Data Responsibility

5.1 GP as Data Controller

With respect to LP investor data entered into or processed through the Platform, the GP is the data controller (or equivalent under applicable law). The GP determines what LP data is collected, how it is used within the Platform, and what documents and information are shared with LPs through the investor portal. Capgist processes LP data on behalf of and at the direction of the GP.

5.2 GP Obligations

The GP represents and warrants that: (a) it has all necessary legal authority and consent to provide LP personal information to Capgist for processing through the Platform; (b) it will use the Platform in compliance with all applicable privacy laws, securities regulations, and the terms of its fund governing documents; (c) it will promptly notify Capgist of any LP data access, correction, or deletion requests that it receives and that require Capgist's assistance; and (d) it will not upload or provide any LP personal information that it does not have a lawful basis to process.

5.3 LP Acknowledgment

LP investors acknowledge that: (a) their data is provided to and managed on the Platform by their GP; (b) Capgist processes their data on behalf of their GP; (c) requests for data access, correction, or deletion should be directed to their GP in the first instance; and (d) Capgist will honor GP-initiated data deletion requests in accordance with these Terms and our Privacy Policy.

5.4 Document Visibility

GPs control document visibility within the Platform. Documents may be designated as visible to all investors, visible to specific investors, or internal-only (visible only to GP users and never to investors). Capgist enforces these visibility controls but is not responsible for the GP's decisions regarding what information to share or withhold from investors.

6. Subscription, Billing, and Refund Policy

6.1 Subscription Plans

The Platform is offered on a subscription basis with multiple tiers, each providing access to a defined set of features, fund limits, and investor limits. Current subscription plans, pricing, and feature descriptions are published at capgist.com/pricing. Subscriptions are billed monthly or annually via Stripe.

6.2 Billing

All fees are billed in advance on a monthly or annual basis, as selected at the time of subscription. Payment is processed through Stripe, Inc. You authorize Capgist to charge the payment method on file for all applicable fees. You are responsible for providing and maintaining a valid payment method.

6.3 Satisfaction Guarantee

New customers who subscribe to any paid plan for the first time are eligible for a 30-Day Satisfaction Guarantee. If you are not satisfied with the Platform for any reason, you may request a full refund of your initial subscription payment within thirty (30) calendar days of your initial purchase date by contacting support@capgist.com. This guarantee is subject to the following conditions:

(a) The guarantee applies only to the initial subscription purchase by a given legal entity. It does not apply to renewals, upgrades, downgrades, plan changes, or reactivations of previously cancelled accounts.

(b) Refund requests must be received within thirty (30) calendar days of the initial charge date.

(c) Upon approval of a refund, your account will be downgraded or terminated, and you will lose access to paid features.

(d) The guarantee is limited to one refund per legal entity, regardless of the number of accounts or users.

6.4 Annual Subscription Cancellation

If you are on an annual subscription and wish to cancel, you may request a pro-rata refund of the unused portion of your annual term, but only if the cancellation request is received within thirty (30) days of the annual charge date. After thirty (30) days, no refunds are available for annual subscriptions, and service will continue through the end of the annual billing period.

6.5 Monthly Subscription Cancellation

Monthly subscriptions may be cancelled at any time. Cancellation is effective at the end of the current monthly billing period. No refunds are provided for partial months.

6.6 Non-Payment

If payment fails, Capgist will notify you and provide a thirty (30) day grace period to update your payment method. If payment is not received within the grace period, Capgist may suspend or terminate your account in accordance with Section 16.

6.7 Taxes

All fees are exclusive of applicable taxes. You are responsible for all sales, use, value-added, and similar taxes arising from your subscription, except for taxes based on Capgist's net income.

6.8 Price Changes

Capgist may change subscription pricing with at least thirty (30) days' written notice. Price changes will take effect at the start of your next billing cycle following the notice period.

7. Acceptable Use Policy

You agree not to use the Platform to:

(a) Violate any applicable federal, state, local, or international law or regulation, including without limitation securities laws, anti-money laundering laws, the Bank Secrecy Act, or any sanctions administered by the Office of Foreign Assets Control (OFAC);

(b) Engage in, facilitate, or promote money laundering, terrorist financing, securities fraud, wire fraud, or any other illegal activity;

(c) Upload, store, or transmit any malicious code, viruses, malware, ransomware, or other harmful software or content;

(d) Attempt to access, probe, or breach the data, accounts, or systems of any other Capgist customer or tenant, including by exploiting any vulnerability in the Platform's multi-tenant architecture;

(e) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying structure of the Platform;

(f) Use the Platform in a manner that interferes with or disrupts the integrity or performance of the Platform or its infrastructure;

(g) Use the Platform to collect, harvest, or aggregate personal data of other users except as expressly authorized by these Terms;

(h) Misrepresent your identity or affiliation when using the Platform;

(i) Resell, sublicense, or provide access to the Platform to any third party except as expressly authorized by your subscription plan; or

(j) Use the Platform to process data of persons on any government sanctions or restricted party list.

Violation of this Acceptable Use Policy may result in immediate suspension or termination of your account without notice.

8. Intellectual Property and License Grant

8.1 Capgist's Intellectual Property

Capgist and its licensors own all right, title, and interest in and to the Platform, including all software, code, algorithms, user interfaces, designs, trademarks, service marks, trade names, and documentation (collectively, “Capgist IP”). These Terms do not grant you any ownership interest in Capgist IP. All rights not expressly granted herein are reserved by Capgist.

8.2 License to Use the Platform

Subject to your compliance with these Terms and payment of applicable fees, Capgist grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform during your subscription term solely for your internal business purposes in connection with managing your real estate fund(s).

8.3 Customer Data Ownership

As between you and Capgist, you retain all right, title, and interest in and to the data, documents, and content that you or your authorized users upload, enter, or otherwise provide to the Platform (“Customer Data”). You grant Capgist a limited, non-exclusive, worldwide license to use, process, store, and transmit Customer Data solely for the purpose of providing and improving the Platform and related services. This license terminates upon the deletion of Customer Data in accordance with Section 16.

8.4 Aggregated and Anonymized Data

Capgist may create aggregated and anonymized data derived from Customer Data that does not identify you, your fund, or any individual investor (“Aggregated Data”). Capgist owns Aggregated Data and may use it for any lawful purpose, including product improvement, analytics, and benchmarking, provided that such data cannot be re-identified to any customer, fund, or individual.

8.5 Feedback

If you provide Capgist with suggestions, ideas, or feedback regarding the Platform (“Feedback”), you grant Capgist an unrestricted, irrevocable, perpetual, royalty-free license to use, modify, and incorporate such Feedback into the Platform without obligation to you.

9. Data and Privacy

9.1 Privacy Policy

Our collection, use, and protection of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

9.2 Data Processing

You acknowledge and agree that Capgist processes Customer Data, including personal information of LP investors, on your behalf and at your direction. To the extent required by applicable law, the parties will enter into a Data Processing Agreement, the terms of which are available upon request at legal@capgist.com.

9.3 Sensitive Data

You acknowledge that certain data processed through the Platform may include sensitive personal information, including Social Security Numbers. You are responsible for ensuring that you have a lawful basis and, where required by applicable state law, opt-in consent from the relevant individuals before providing such data to Capgist. Capgist's technical safeguards for SSN data are described in our Privacy Policy.

9.4 No Sale of Data

Capgist does not sell, rent, lease, or trade personal information. Capgist does not use Customer Data for advertising or third-party marketing purposes. This commitment is absolute and unconditional.

10. Multi-Tenant Data Isolation

Capgist operates a multi-tenant architecture in which all customer data is logically isolated. Every database record is scoped by a unique tenant identifier (tenant_id), and Row-Level Security (RLS) policies are enforced at the database level to prevent cross-tenant data access. One customer's data is never accessible to another customer through the Platform. While Capgist implements commercially reasonable measures to maintain tenant isolation, no security measure is absolute, and Capgist does not guarantee that unauthorized cross-tenant access is impossible under all circumstances.

11. Confidentiality

11.1 Definition

“Confidential Information” means any information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, Customer Data, fund governing documents (including private placement memoranda, limited partnership agreements, and operating agreements), investor lists, financial information, waterfall structures, and Capgist's proprietary technology, pricing, and roadmap.

11.2 Obligations

Each party agrees to: (a) protect the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information only for purposes contemplated by these Terms; and (c) not disclose Confidential Information to third parties except to employees, contractors, and agents who need to know and are bound by obligations of confidentiality at least as protective as these Terms.

11.3 Exceptions

Confidential Information does not include information that: (a) is or becomes publicly available without breach of these Terms; (b) was known to the receiving party prior to disclosure; (c) is received from a third party without breach of any confidentiality obligation; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

11.4 Compelled Disclosure

A party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that the disclosing party gives the other party reasonable prior notice (to the extent legally permitted) so that the other party may seek a protective order.

12. Warranty Disclaimer

Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusions may not apply to you to the extent prohibited by applicable law. In such cases, Capgist's warranties are limited to the minimum extent permitted by law.

13. Limitation of Liability

13.1 Exclusion of Certain Damages

This exclusion shall not apply to: (a) either party's breach of confidentiality obligations under Section 11; (b) either party's indemnification obligations under Section 14; (c) either party's fraud or willful misconduct; or (d) claims arising under Section 13.3.

13.2 General Liability Cap

13.3 Calculation Accuracy Carve-Out

For claims arising directly from demonstrable errors in the Platform's waterfall distribution calculations that result in an incorrect distribution of funds, Capgist's total aggregate liability shall not exceed the greater of: (a) the amount specified in Section 13.2; or (b) the lesser of Five Hundred Thousand Dollars ($500,000) or the total amount of the distribution(s) affected by the error. This elevated cap applies only if Customer: (i) reported the error to Capgist in writing within thirty (30) days of the relevant distribution date; and (ii) can demonstrate that it complied with its verification obligations under Section 3(c) of these Terms.

13.4 Verification Obligation

Customer agrees to independently review and verify all waterfall distribution calculations and other financial outputs generated by the Platform before executing any distribution, capital call, or other financial transaction. Customer's execution of a financial transaction without independent verification shall be a material factor in allocating responsibility for any resulting errors.

13.5 Essential Purpose

The parties agree that the limitations of liability set forth in this Section 13 reflect a reasonable allocation of risk between the parties and are a fundamental basis of the bargain between the parties. The parties acknowledge that Capgist would not provide the Platform at the subscription fees charged without these limitations.

14. Indemnification

14.1 Customer Indemnification

You agree to indemnify, defend, and hold harmless Capgist, its officers, directors, employees, and agents from and against any and all third-party claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Platform; (b) your breach of these Terms; (c) your violation of any applicable law or regulation; (d) any data you provide to the Platform, including LP investor data; (e) any dispute between you and your investors; or (f) your reliance on or use of any Platform calculation or output in making financial decisions or distributing funds.

14.2 Capgist Indemnification

Capgist agrees to indemnify, defend, and hold harmless Customer from and against any third-party claims that the Platform, as provided by Capgist, infringes a valid United States patent, copyright, or trademark of a third party, provided that Customer: (a) promptly notifies Capgist of the claim; (b) gives Capgist sole control of the defense and settlement; and (c) provides reasonable cooperation at Capgist's expense.

14.3 Procedure

The indemnified party must provide prompt written notice of any claim (provided that failure to give prompt notice shall not relieve the indemnifying party of its obligations except to the extent it is materially prejudiced thereby). The indemnifying party shall have sole control of the defense and settlement of any claim, provided that any settlement that imposes obligations on the indemnified party requires the indemnified party's prior written consent, not to be unreasonably withheld.

15. Payment Processing and Third-Party Services

15.1 Third-Party Payment Providers

The Platform integrates with third-party payment processing services, including Stripe, Inc. for subscription billing, Straddle, Inc. for ACH payment processing (capital call collections and distribution payouts), and Plaid, Inc. for bank account linking and verification. Your use of these payment features is subject to the terms and conditions of the applicable third-party provider, which you are responsible for reviewing and accepting.

15.2 No Money Transmission

Capgist does not hold, transmit, or control customer funds. Where the Platform facilitates payment initiation, Capgist acts solely as a technology intermediary that transmits instructions to the third-party payment processor. All funds are held and transmitted by the applicable licensed payment processor.

15.3 Email Integration

The Platform supports integration with third-party email services, including Google Gmail (via OAuth) and Microsoft Outlook (via OAuth/Graph API). When you connect a third-party email account, Capgist accesses that service on your behalf using OAuth tokens stored in your tenant record. Capgist does not store your email credentials. Default transactional emails are sent through Resend, Inc.

15.4 Third-Party Service Availability

Capgist is not responsible for the availability, accuracy, or performance of any third-party service integrated with the Platform. Third-party services are provided “as is” and are subject to their own terms.

16. Termination and Suspension

16.1 Termination by Customer

You may cancel your subscription at any time through the Platform or by contacting support@capgist.com. Cancellation is effective at the end of your current billing period. Refunds upon cancellation are governed by Section 6.

16.2 Termination by Capgist for Cause

Capgist may suspend or terminate your account immediately, without prior notice, if: (a) you materially breach these Terms, including the Acceptable Use Policy; (b) you fail to cure a payment default within the thirty (30) day grace period described in Section 6.6; (c) Capgist is required to do so by law, regulation, or court order; or (d) your continued use of the Platform poses a security risk to Capgist or other customers.

16.3 Termination by Capgist Without Cause

Capgist may terminate your account without cause by providing ninety (90) days' written notice to the email address on file. If Capgist terminates without cause, you will receive a pro-rata refund of any prepaid and unused subscription fees.

16.4 Suspension

Capgist may suspend your access to the Platform immediately if Capgist reasonably determines that: (a) your account is being used in violation of the Acceptable Use Policy; (b) suspension is necessary to prevent harm to Capgist, the Platform, or other customers; or (c) suspension is required by law. Capgist will use reasonable efforts to provide notice of suspension and to restore access promptly once the issue is resolved.

16.5 Effect of Termination

Upon termination of your account for any reason:

(a) Data Export. You may request an export of your Customer Data by contacting support@capgist.com within thirty (30) days of termination. Capgist will provide your data in a standard, machine-readable format.

(b) Data Deletion. After the thirty (30) day export window, Capgist will permanently delete all Customer Data from its systems, including backups, within a commercially reasonable timeframe not to exceed thirty (30) additional days. Audit logs will be retained in accordance with our data retention policy described in the Privacy Policy.

(c) Surviving Provisions. Sections 3 (Disclaimer), 8 (Intellectual Property), 9.4 (No Sale of Data), 11 (Confidentiality), 12 (Warranty Disclaimer), 13 (Limitation of Liability), 14 (Indemnification), 17 (Governing Law), and 18 (Dispute Resolution) survive termination.

17. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

18. Dispute Resolution and Arbitration

Please read this section carefully. It affects your legal rights, including your right to file a lawsuit in court and your right to a jury trial.

18.1 Informal Resolution

Before initiating any formal dispute resolution proceeding, the parties agree to attempt to resolve any dispute informally by contacting legal@capgist.com and engaging in good faith negotiations for at least thirty (30) days.

18.2 Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof, that is not resolved through informal negotiation shall be determined by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules. The Federal Arbitration Act (9 U.S.C. sections 1-16) shall govern the interpretation and enforcement of this arbitration provision.

18.3 Arbitration Procedures

(a) The seat of arbitration shall be Cheyenne, Wyoming. Hearings may be conducted by videoconference at the arbitrator's discretion.

(b) The arbitration shall be conducted by a single arbitrator with experience in commercial technology disputes, selected in accordance with the AAA rules.

(c) All proceedings, filings, and the arbitral award shall be confidential.

(d) The arbitrator may award any relief that a court of competent jurisdiction could award, including injunctive and declaratory relief, but only to the extent necessary to provide relief warranted by the individual claim.

18.4 Injunctive Relief

Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive relief in any court of competent jurisdiction to prevent irreparable harm pending arbitration. Such application shall not constitute a waiver of the right to arbitrate.

18.5 Class Action Waiver

18.6 Judgment

Judgment on the arbitration award may be entered in any court of competent jurisdiction, including courts in Wyoming.

19. Export Control and Sanctions Compliance

You represent and warrant that you are not located in, organized under the laws of, or a resident of any country or territory that is the subject of comprehensive U.S. sanctions (currently Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine), and that you are not named on any U.S. government restricted party list, including the OFAC Specially Designated Nationals and Blocked Persons List. You agree not to use the Platform in violation of any applicable U.S. export control or sanctions law or regulation.

20. Uptime and Availability

Capgist will use commercially reasonable efforts to maintain the availability of the Platform. However, Capgist does not guarantee any specific level of uptime or availability and does not offer a service level agreement (SLA) at this time. Capgist will provide advance notice of scheduled maintenance when reasonably practicable. Capgist is not liable for any downtime, interruptions, or performance degradation of the Platform.

21. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) if such failure or delay results from circumstances beyond the party's reasonable control, including but not limited to acts of God, natural disasters, pandemic, epidemic, war, terrorism, riots, government action, power failure, internet or telecommunications failure, cyberattack, or failure of third-party infrastructure providers. The affected party shall promptly notify the other party and use reasonable efforts to mitigate the impact.

22. Changes to Terms

Capgist reserves the right to modify these Terms at any time. We will provide at least thirty (30) days' advance written notice of material changes by sending an email to the address associated with your account. The updated Terms will specify the new effective date. Your continued use of the Platform after the effective date of the updated Terms constitutes your acceptance of the changes. If you do not agree to the updated Terms, you must stop using the Platform and may cancel your subscription in accordance with Section 6.

23. General Provisions

23.1 Entire Agreement

These Terms, together with the Privacy Policy and any DPA executed by the parties, constitute the entire agreement between you and Capgist with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, and communications, whether written or oral.

23.2 Severability

If any provision of these Terms is held to be invalid, illegal, 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, legal, and enforceable while preserving its original intent.

23.3 No Waiver

The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by the waiving party.

23.4 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without Capgist's prior written consent. Capgist may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, provided the assignee agrees to be bound by these Terms. Any purported assignment in violation of this section is void.

23.5 Notices

All notices under these Terms shall be in writing. Notices to Capgist must be sent to legal@capgist.com. Notices to you will be sent to the email address associated with your account. Notices are deemed received upon confirmed delivery.

23.6 Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights. LP investors are permitted users of the Platform but are not third-party beneficiaries of the agreement between the GP and Capgist, except to the extent of the data protection obligations described in Section 5.

23.7 Relationship of the Parties

Nothing in these Terms creates a partnership, joint venture, employment, franchise, or agency relationship between you and Capgist. Neither party has authority to bind the other.

23.8 Headings

Section headings are for convenience only and have no legal effect.

24. Contact

If you have questions about these Terms, please contact us at:

Capgist LLC

• Email: legal@capgist.com
• For security issues: security@capgist.com
• For support: support@capgist.com