End User License Agreement

Introduction and Overview

Thank you for choosing Capture Tax Credits. We provide a platform (the “Platform”) that encompasses a variety of (1) online and consulting services (each, a “Service”); and (2) usable software and any accompanying documentation, and any updates to such software or documentation (collectively, “Software”). 

Capture Credits LLC, along with any related companies are referred to in these provisions as “Capture Tax Credits” or simply “Capture” or “us.” 

When you use the Platform, you enter into a binding contract with us. These apply to the Platform generally and are not meant to be an exclusive and exhaustive list of all rules that apply.  

If you are an individual acting on your company’s or client’s behalf, you accept these provisions on their behalf, represent and warrant that you are authorized to act on their behalf, and the term “you” will refer to you, your company, or your client. 

Agreement to These Terms: 

You need to agree to these terms to use our Platform. By using the Platform, you are instructing us to share your data across our Platform for marketing, eligibility, and other purposes described in our Privacy Statement, consistent with applicable law. This data may include credit information and other information we obtain from third parties. 

To access and/or use the Platform, you acknowledge and agree: 

To the terms and conditions of this agreement (“Agreement”), which includes: 

Capture’s Privacy Statement; 

The current version of the terms set out in Section A; and 

Any additional provisions and conditions provided separately to you for your use of the Platform, which may include terms and conditions from third parties (which we refer to as “Additional Terms”). 

You are at least 18 years of age; 

You are capable of forming a binding contract with Capture; 

You are not prohibited from using the Platform under the laws and regulations of the United States, or any other applicable jurisdiction; 

You are not included in lists maintained by the United States or other applicable jurisdictions prohibiting transactions with and the export of US products to certain entities, people, and jurisdictions. 

Your Personal Information 

We want to be transparent about how we use personal information and about your rights in our Privacy Statement. You should only provide us with personal information of others if you have received permission to do so. 

You agree that Capture may use and maintain your personal information according to its Privacy Statement and any changes published by Capture. 

To the extent we allow you to input personal information (as the term is defined under applicable law) about other individuals other than yourself, you represent and warrant that you have complied with all applicable laws and received the proper authority or consent to allow us to collect and process such information to operate our business, in accordance with our Privacy Statement. You agree such sharing does not constitute a “sale” of information as defined under the California Consumer Privacy Act (CCPA).  

Changes 

Change happens. When it does happen, we will update this Agreement. If the changes are material, you may need to accept the changes to use the Platform. Similarly, there may be circumstances where we need to update or discontinue the Platform. 

We may modify the provisions of this Agreement at any time. We may notify you of such modifications by posting through the Platform or on our website or by other means. It is important that you review this Agreement whenever we modify it because your continued use of the Platform indicates your agreement to the modifications. 

In some cases, you may need to accept changes to this Agreement to continue using the Platform. If you do not agree to the changes, you may stop using the Platform or terminate your account. 

Similarly, we may update any part of the Platform, including with tools, utilities, improvements or third-party applications. You agree to receive these updates. We may further modify, suspend or discontinue the Platform at any time. You agree that we will not be liable to you or any third party for any modification, suspension, or discontinuance of the Platform. 

Your Rights to Use the Platform 

You can use our Platform for your own personal and lawful use or as otherwise permitted under this Agreement upon acquiring a valid license for the respective Software and/or services and the payment of all applicable fees.  

Beta Features 

We may provide you with access to beta features in the Platform. You are free to use them, but they are provided as-is. 

We may include new and/or updated pre-release and trial features in the Platform, and such features are provided as-is. Your use of such features is at no additional cost, but you must follow additional rules or restrictions that we may place on their use. 

Account 

You will provide accurate, up-to-date account information and securely manage such information. 

You may need to sign up for an account to use the Platform. We may also need to verify your identity, and you authorize us to collect information (e.g., date of birth, address) from you to do so (collectively, with all information requested to enable your account, “Account Information”). You will provide accurate, up-to-date Account Information, and we disclaim any liability arising from your failure to do so. Such failure may further limit or prevent your ability to use the Platform and affect the Platform’s accuracy and effectiveness. 

You are responsible for securely managing your Account Information, including any password(s) for the Platform. You agree you will notify us immediately if you believe that your Account Information or device you use to access the Platform has been lost or stolen or that someone is using your account without your permission. 

Payment & Cancellations 

Some Software or Services may be free, others may have costs associated with their use. For those with costs, we may charge your payment method for fees or on a subscription basis. You may cancel your subscription at any time (but you may not receive a refund). 

We may require payment of fees or a subscription charge for use of the Platform (or certain portions of the Platform), and you agree to pay such fees. If you registered for a trial, you may need to purchase the Platform before the trial ends in order to retain access to any content provided to, or created through, the Platform. 

Payments will be billed in U.S. dollars, and your account will be charged upon purchase and when you provide your payment information, unless stated otherwise in applicable payment provisions. If your payment information is not accurate, current, and complete, we may suspend or terminate your account.  

You may be charged a subscription fee in advance on an annual basis or other recurring interval disclosed to you prior to your purchase. For annual subscriptions, we will endeavor to send you a reminder with the then-current subscription, renewal, or continuation fee no less than thirty (30) days and no more than sixty (60) days before your subscription term ends, or otherwise as required by applicable law. Capture may change the price for recurring subscription fees from time to time with notice to you. Price changes will take effect at the start of the next subscription period following the date of the price change. If you do not agree with the price change, you may unsubscribe prior to the price change going into effect. 

Your payment to Capture will automatically be charged to renew at the end of the applicable subscription period, but you can cancel a subscription at any time. Subscription cancellations will take effect the day after the last day of the current subscription period unless otherwise indicated in the order or renewal terms. Depending on the order terms for the Software or Services you chose, if you cancel in the middle of a subscription period, you will be able to continue to access and use the applicable Services until the end of your subscription period and you will not receive a partial or prorated refund. We do not provide refunds or credits for any mid-period cancellations or partial subscription period. 

Desktop and Mobile App Use 

Desktop and Mobile versions of certain Software of our Platform may be available for your use, but you must acquire a valid license and follow applicable license terms as set forth in this Agreement, as well as any applicable third-party terms when using them. 

Parts of the Platform may be available through one or more Software programs or apps for a compatible desktop computer or mobile device. You agree that you are solely responsible for downloading and installing any applicable changes, updates, and for any applicable fees as well as complying with the provisions of your agreement with your telecommunications provider and any third-party mobile app marketplace. 

With respect to the applicable Software, you are only granted limited rights to install and use the Software you have lawfully downloaded, signed up for, or for which you have purchased a valid license, subscription, or acquired a free trial. Capture reserves all other rights in the applicable Software not granted to you in writing in this Agreement. Conditioned upon your compliance with the terms and conditions of this Agreement (including all payment obligations), Capture grants you a personal, limited, non-exclusive, non-transferable, revocable license to use the applicable Software only for the period of use provided in the ordering and activation terms (as applicable), as set forth in this Agreement, or in Capture’s then-current product discontinuation policies (as updated from time to time) and only for the purposes described by Capture for the applicable Software.  

You acknowledge and agree that such Software is licensed, not sold. 

Third Party Advice and Products 

You may have access to third-party professional advice and third-party products through or via the Platform. Any such advice and products are not covered under this Agreement and are governed by the respective third party’s terms. 

We may offer specific functionality in the Platform that provides you with the opportunity to seek third-party professional advice. Unless specifically disclosed or provided as part of your chosen offering, Capture is not in the business of providing legal, financial, accounting, tax, health care, insurance, real estate or other professional services or advice, and you must decide whether to consult with your own qualified professional(s) for advice prior to making important decisions in these areas. 

The Platform may include information about or offers for third-party services or products or allow you to access or connect your account to third-party services or products. Capture does not warrant, and is not responsible for, the services and products or claims made about them, or the actions or inactions of any third party. You must review and comply with the third party’s service terms and product provisions. Capture may be compensated by those third parties, which could impact whether, how and where the services and products are displayed. 

Content and Data  

What is yours remains yours, what is ours remains ours, but we may use information, data and content you provide to improve our Platform. 

You are solely responsible for anything you write, submit, receive, share and store or any data you input into the Platform (collectively, your “Content”). Content includes, but is not limited to, data, information, materials, text, graphics, images, audio, or video that are uploaded, transmitted, posted, generated, stored, or otherwise made available through the Platform. You have no obligation to provide any content to the Platform, and you are free to choose the content that you want to provide. You acknowledge certain functionality in the Platform may be dependent on the provision of Content and may not be available without such Content. 

Your Content remains yours, which means that you retain any intellectual property rights that you have in your Content. By sharing your Content on the Platform, you hereby grant Capture a license to use your Content, as described in more detail below. 

What is covered: 

This license covers your Content to the extent your Content is protected by intellectual property rights. 

Scope: 

This license is: worldwide, which means it is valid anywhere in the world; non-exclusive, which means you can license your Content to others; and royalty-free, which means there are no fees for this license. 

Rights: 

This license allows Capture to: host, reproduce, distribute, communicate, sublicense and use your Content — for example, to save your Content on our systems and make it accessible from anywhere you go; publish or publicly display your Content, if you’ve made it visible to others; and modify and create derivative works based on your Content, such as reformatting or translating it. 

Purpose: 

This license is for the limited purpose of operating, providing and improving the Platform, which means allowing the Platform to work as designed and creating new features and functionalities. 

Duration: 

This license lasts for as long as your Content is protected by intellectual property rights. 

Capture may collect, derive or generate deidentified and/or aggregated data regarding your usage of or the performance of the Platform, including data derived from your Content. Capture will own all such data and may use this data without restriction, including, but not limited to, operating, analyzing, improving, or marketing Capture’s products and services, including the Platform. 

As between you and Capture, Capture and its licensors retain all right, title or interest in and to the Platform, except for the rights granted to you. 

Prohibited Uses 

We expect you to obey the law and follow certain rules in using the Platform. 

Capture does not condone or support any activity that is illegal, violates the rights of others, harms or damages Capture’s reputation, or could cause Capture to be liable to a third party. At minimum, you may not use the Platform to: 

Violate any law, regulation, executive order or ordinance, including through actions that give rise to criminal, civil, administrative or regulatory liability and/or fines; 

Post, generate, or share Content that is or may be illegal or inappropriate, including material that may be defamatory, obscene, harassing, offensive, fraudulent, objectionable, false or misleading, or infringing; 

Transmit any virus, trojan horse, or other disruptive or harmful software or data; 

Send any unsolicited or unauthorized advertising, such as spam; 

Impersonate or misrepresent your affiliation with Capture; 

Reproduce, modify, resell, license, or provide free or unauthorized access to the Platform or make the Platform available on any file-sharing, virtual desktop or application hosting service; 

Attempt to reverse engineer, decompile or disassemble in any way any of the Platform; 

Engage in unauthorized access, monitoring, interference with, or use of the Platform or third-party accounts, information (including personal information), computers, systems or networks, including scraping or downloading content that doesn’t belong to you; 

Use the Platform for general archiving or back-up purposes; or 

Encourage or enable any other individual to do any of the above or otherwise violate this Agreement. 

We take copyright seriously at Capture. We respect the copyrights of others and expect you to do the same. If we reasonably believe that you have repeatedly infringed the copyrights of others on or in connection with the Platform, we may terminate your account. 

Capture may terminate your use of the Platform based on our reasonable suspicion that your activities, business or products are objectionable or promote, support or engage in any of the prohibited uses described above. 

Capture may (but has no obligation to) monitor the use of the Platform or Content and may edit or remove any Content. We may disclose any information necessary to satisfy our legal obligations, protect Capture or its customers, or operate the Platform properly. 

Feedback 

You may provide Capture your feedback, suggestions, or ideas for the Platform. You grant Capture a perpetual, worldwide, fully transferable, sublicensable, irrevocable, fully paid-up, royalty-free license to use your feedback, suggestions, and ideas in any way, including in future modifications of the Platform, other products or services, advertising or marketing materials. 

AI Technology 

AI Technology is evolving and has limitations. 

The Platform may use artificial intelligence, machine learning, or similar technologies (“AI Technology”). 

You may input information and other Content into AI Technology in connection with your use of the Platform (“Inputs”) and receive outputs generated and/or provided from the AI Technology based on those Inputs (“Outputs”). Due to the evolving nature of AI Technology, Outputs may not be unique, and you may have limited rights in them. Inputs or Outputs may be accessed, used, or stored by Capture or third parties as described in this Agreement (including in any Additional Terms). 

While AI Technology is designed to provide helpful information and improve your experience, certain types of AI Technology do have limitations. For example, they may generate information that is incorrect, incomplete, or biased, and are not a substitute for human advice or expertise. The AI Technology may be provided by third party providers, and your use of it may also be subject to restrictions in the Additional Terms, including the terms of those third parties. 

Chatbots 

We may use Chatbots to optimize your experience. 

The Platform may provide features like chatbots, digital assistants, or other interactive non-human features (“Chatbots”), which also use AI Technology. When you use the Platform, you may interact with a Chatbot. Your use of Chatbots is subject to the terms described in this Agreement, including Prohibited Uses. 

Termination 

You may cancel your account and Capture may suspend or terminate your use of the Platform.  For mobile apps, removing the app may not cancel your subscription or delete your data. 

This Agreement is effective until your subscription expires, or you cancel your account or Capture terminates this Agreement (or your account). Capture may terminate this Agreement (and your account) or suspend the Platform at any time in our discretion. 

Please note that removing a mobile app from your device may not cancel your subscription or delete your data. If you want to cancel your subscription for a Service, please follow the applicable Service instructions. If you wish to delete your data from a Service, please log into to your account and follow the instructions under the respective data and privacy settings or follow the instructions in our Privacy Statement. 

Effect of Termination 

You must stop using the Platform once your license or subscription expires or you cancel your account (or if this Agreement or your account is terminated). 

Upon expiration of your subscription or cancellation of your account, or Capture’s termination of your account or this Agreement, you must immediately stop using the Platform and pay all fees for Platform used. No expiration or termination will affect your obligation to pay all fees due or that may have accrued through the effective date of expiration or termination or entitle you to any refund. 

Survival 

There are a few parts of this Agreement that will continue to apply after termination. 

The following Sections will survive any termination, discontinuation or cancellation of the Platform or your account: “Your Personal Information,” “Payment and Cancellations” (with respect to fees due and unpaid), “Content and Data,” “Community Forums; Feedback,” “AI Technology”, “Effect of Termination,” “Disclaimers,” “Limitation of Liability,” “Indemnity Obligations,” “Disputes,” and “General Terms (Miscellaneous)”. 

Capture Communications 

We may contact you from time to time to support your use of the Platform. 

In order to properly support and serve you, we occasionally need to reach out and contact you, and may do so in a variety of ways, such as via text message, email or messaging functionality in the Platform. We want to provide you with options for receiving communications from us, and as such, you may opt-in or opt-out of receiving certain types of communications from us or sign up to receive certain kinds of messages from us, depending on the Platform. You will need to notify us of any changes to your contact details to ensure your preferences are updated. 

You may provide us with your telephone number as part of your customer record or registration or via other methods. You understand and agree that Capture may use your telephone number for multi-factor authentication (“MFA”), to confirm your identity and help protect the security of your account. Part of the MFA identity verification process may involve Capture sending text messages containing security codes to your telephone number. You agree to receive these texts from Capture containing security codes as part of the MFA process. In addition, you agree that Capture may send automated text messages and pre-recorded voice messages to the telephone number you provide for other limited purposes, including providing you with important critical notices regarding your use of the Services, or fulfilling a request made by you through the Services. 

Third-Party Account Information 

Capture is not responsible for any account information obtained from third parties. 

When you direct Capture to retrieve your account information from third parties, you authorize and permit us to use and store that information and other information you submit through the Platform (such as usernames and passwords), for purposes of providing the Platform and Services to you. You grant Capture a limited power of attorney to access those accounts and retrieve your account information, without additional notice to you. Capture will be acting as your agent and will not be acting on behalf of the third party. 

Capture does not review third party account information for accuracy and is not responsible for any issues or expenses resulting from such account information, including any inaccuracy, error, delay, or non-delivery. For clarity, Capture is not responsible for any payment processing errors or fees arising from inaccurate account information provided by third parties. 

Disclaimers 

We do not make any warranties about the Platform except as expressly stated in this Agreement. 

The only warranties we make about the Platform are (1) stated in this Agreement, or (2) as provided under applicable laws. The Platform is otherwise provided “as-is,” and we do not make any other warranties about the Platform. Unless required by law, we do not provide implied warranties, such as the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. We do not warrant that the Platform is error-free, secure, or free from any viruses or other harmful components. We also do not provide any warranties with respect to data loss or to the accuracy, reliability, or availability of the Platform, nor of any content (including any Content) or information made available in the Platform. If the exclusions for implied warranties do not apply to you, any implied warranties are limited to sixty (60) days from the date of purchase or delivery of the Platform, whichever is sooner. 

Limitation of Liability 

Our liability is limited when it comes to issues you may encounter with our Platform.   

Other than the rights and responsibilities described in this Agreement and as allowed by applicable law, Capture will not be responsible for any losses. 

The total aggregate liability of Capture and our third party providers, licensors, distributors or suppliers (“Capture Parties”) arising out of or relating to this Agreement is limited to the greater of: (1) the fees that you paid to use the relevant Software or Service(s) in the 12 months before the breach or (2) $100. 

The Capture Parties will not be responsible for the following: 

Loss of data, profits, revenues, business opportunities, goodwill or anticipated savings; 

Indirect, incidental, or consequential loss; 

Punitive damages; or 

Damages relating to failures of telecommunications, the internet, electronic communications, corruption, security, viruses, or spyware. 

The above limitations apply even if the Capture Parties have been advised of the possibility of such damages. This Agreement sets forth your exclusive remedy with respect to the Platform and its use. 

If you are legally exempt from certain responsibilities, including indemnification, then those responsibilities do not apply to you under this Agreement.  

Indemnity Obligations 

If someone sues us because you used the Platform unlawfully or did not follow our rules, you will be responsible for any harm to us. 

You will indemnify and hold harmless the Capture Parties for any losses, damages, judgments, fines, costs and expenses (including legal fees) in connection with any claims arising out of or relating to your unlawful or unauthorized use of the Platform or violation of this Agreement.   Capture reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any claims. You agree to reasonably cooperate as requested by Capture in the defense of any claims. 

Disputes 

In the event we are unable to resolve any dispute through an informal dialogue, a third-party arbitrator or small claims court will help us resolve any disputes we might have, and any disputes will be resolved on an individual basis rather than as a class action. 

If you are a U.S. customer: 

You and Capture agree that, except as provided below, any dispute, claim or controversy arising out of or relating in any way to the Platform or this Agreement (a “Claim”) will be determined by binding arbitration or small claims court, instead of in courts of general jurisdiction. 

Either you or Capture can seek to have a Claim resolved in small claims court if all the requirements of the small claims court are satisfied. Either you or Capture may seek to have a Claim resolved in small claims court in your county of residence or the small claims court in closest proximity to your residence, and you may also bring a claim in small claims court in the Superior Court of Texas, County of Harris. 

Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision, and that you and Capture are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Agreement and/or the termination of your account. 

If you elect to seek arbitration, you must first send to Capture a written notice of your Claim ("Notice of Claim"). The Notice of Claim to Capture should be sent in care of our registered agent. The Notice of Claim should include both the mailing address and email address you would like Capture to use to contact you. If Capture elects to seek arbitration, it will send, by certified mail, a written Notice of Claim to your address on file. A Notice of Claim, whether sent by you or by Capture, must (a) describe the nature and basis of the Claim or dispute; and (b) set forth the specific amount of damages or other relief sought. 

You and Capture agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost and mutually beneficial outcome. You and Capture therefore agree that, after a Notice of Claim is sent but before either you or Capture commence arbitration or file a Claim in small claims court against the other, we will personally meet, via telephone or videoconference, in a good-faith effort to confer with each other and try to resolve informally any Claim covered by this Agreement. If you are represented by counsel, your counsel may participate in the conference as well, but you agree to fully participate in the conference. Likewise, if Capture is represented by counsel, its counsel may participate in the conference as well, but Capture agrees to have a company representative fully participate in the conference. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this paragraph. 

If we do not reach an agreement to resolve the Claim within sixty (60) days after the Notice of Claim is received, you or Capture may commence an arbitration proceeding by filing a Demand for Arbitration or, alternatively, by filing a Claim in small claims court. You agree that you may not commence any arbitration or file a Claim in small claims court unless you and Capture are unable to resolve the Claim within sixty (60) days after we receive your completed Notice of Claim and you have made a good faith effort to resolve your claim directly with Capture during that time. If a Claim qualifies for small claims court, but a party commences an arbitration proceeding, you and Capture agree that either party may elect instead to have the Claim resolved in small claims court, and upon written notice of a party’s election, the American Arbitration Association (“AAA”) will administratively close the arbitration proceeding. Any dispute about whether a Claim qualifies for small claims court shall be resolved by that court, not by an arbitrator. In the event of any such dispute, the arbitration proceeding shall remain closed unless and until a decision by the small claims court that the Claim should proceed in arbitration. You may download or copy a form of notice and a form to initiate arbitration at www.adr.org or by calling 1-800-778-7879. The arbitration will be conducted by the AAA before a single AAA arbitrator under the AAA’s rules, which are available at www.adr.org or by calling 1-800-778-7879, except as modified by this Agreement. Unless Capture and you agree otherwise, any arbitration hearings will take place in Harris County of Houston, Texas. 

The arbitrator will be either (1) a retired judge or (2) an attorney specifically licensed to practice law in the state of Texas and will be selected by the parties from the AAA’s National Roster of Arbitrators.  

General Terms (Miscellaneous) 

This Agreement is the entire agreement between you and Capture and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter.  

Governing Law 

The laws of Texas govern this Agreement and any disputes that may arise. 

Texas law and the Federal Arbitration Act will govern all disputes arising out of or relating to the Platform, this Agreement and any Additional Terms, regardless of conflict of laws rules. 

The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.  

You agree that you and anyone who uses the Platform, including the related website, online services and mobile apps, are not prohibited from using the Platform under the laws and regulations of the United States or other applicable jurisdiction.  For example, You will not use, export, re-export, import, sell, release, or transfer the Platform, the Software or the Service directly or indirectly, except as authorized by United States law, the laws of the jurisdiction where the Platform and Software are made available, and any other applicable laws and regulations 

Waiver 

If we waive some of our rights under this Agreement, it does not mean we waive our rights in other circumstances. 

Capture’s failure to act or enforce any of its rights does not constitute a waiver of any of our rights. Any waiver by Capture of any of the provisions in the Agreement must be made in writing and signed by a duly authorized officer of Capture. 

Assignment   

You cannot transfer this Agreement or your right to use the Platform to someone else without our permission. 

Capture may assign or transfer this Agreement to any party at any time without notice to you. You may not assign your rights under this Agreement, by operation of law or otherwise, without our consent.   Any attempts to do so without our consent will be void. 

Severability 

If a court voids a term of this Agreement, the other terms will not be affected. 

If any provision of this Agreement is unlawful, void, or unenforceable for any reason, then that provision will be severed and the remaining provisions will remain in full force and effect. 

Contact Information 

If you have any questions about the Platform or this Agreement, please contact Capture support. 

Latest Revision: November 2024