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CapXos Terms of Service

Please read these Terms of Service (the "Terms of Service") carefully. These Terms of Service constitute a binding legal agreement between CapXos, Inc. ("CapXos," "we," or "us") and the individual or legal entity entering into these Terms of Service ("you" or "your") and govern your access to and use of the capital reserve planning and project management platform made available at www.capxos.com and any related subdomains or websites through which the platform is made available (collectively, the "Website"), as well as all services and resources enabled thereby (together with the Website, the "Services").

Our Services provide a digital interface through which Property Owners, Property Managers, and Contractors (each a "User") may create and manage capital reserve forecasts, bid on projects, and collaborate through structured workflows (each a "Project"). CapXos also provides access to certain supplemental tools and features ("Supplemental Services"), which may be subject to additional terms and conditions ("Supplemental Terms"). If these Terms of Service conflict with any Supplemental Terms, the Supplemental Terms shall control with respect to such Supplemental Services. Together, these Terms of Service and any applicable Supplemental Terms are referred to as the "Agreement."

By accessing or using the Services in any way, including creating or managing Projects, submitting or reviewing Bids, creating an Account (defined below), or accessing any tools made available through the Website, you represent that: (1) you have read, understood, and agree to be bound by this Agreement; (2) you are of legal age to form a binding contract with CapXos; and (3) you have the authority to enter into this Agreement personally or on behalf of any entity named as the User.

PLEASE BE AWARE THAT SECTION 13 (DISPUTE RESOLUTION) CONTAINS AN ARBITRATION AGREEMENT THAT REQUIRES MOST DISPUTES TO BE SUBMITTED TO BINDING ARBITRATION, WAIVES THE RIGHT TO PARTICIPATE IN A CLASS ACTION, AND LIMITS YOUR RIGHTS TO SEEK RELIEF IN A COURT OF LAW.

If you subscribe to any features or functionality of the Services for a specific term (the "Initial Term"), your subscription will automatically renew for additional periods of equal duration at CapXos’s then-current pricing unless you opt out prior to renewal.

CapXos has created a privacy policy available at https://capxos.net/privacy-policy (the "Privacy Policy") that describes how we collect, use, and disclose information.

CapXos reserves the right to modify this Agreement at any time. We will notify you by revising the "Last Updated" date at the top of these Terms and may also provide additional notice (such as email). Unless stated otherwise, changes are effective immediately for new Users and 30 days after notice for existing Users. Continued use of the Services after any change constitutes your acceptance.

1. SERVICES

1.1 Platform Services

The Services enable Property Owners and Managers to manage capital planning for individual commercial assets (“Assets”) by initiating and managing Projects, forecasting reserves, and collecting and reviewing Bids from pre-vetted Contractors. CapXos is not a contracting party to any agreement between Owners/Managers and Contractors. All Projects and Bids are managed and executed between Users at their own discretion and risk.

1.2 Projects and Bids

A User may use the Services to post a Project for capital improvement, maintenance, or repair work related to a commercial Asset (a “Project”). When a Project is posted, qualified Contractors may submit Bids to perform the requested work. CapXos does not verify, endorse, or warrant the accuracy of any information provided in a Project or Bid.

When posting a Project, you represent and warrant that:

  • You have full legal authority to initiate the Project on behalf of the Asset owner.
  • The information in the Project is accurate, complete, and updated as necessary.
  • Any documents, specifications, or estimates provided in the Project are either owned by you or licensed for your use.

When submitting a Bid, you represent and warrant that:

  • You are qualified and authorized to perform the scope of work.
  • The pricing, terms, and proposed timeline are accurate and in good faith.

CapXos reserves the right (but has no obligation) to remove any Project or Bid for any reason, including suspected fraud, misrepresentation, or failure to comply with this Agreement.

1.3 User Responsibilities

Each User agrees to comply with all applicable laws, regulations, and industry standards when using the Services. This includes all relevant licensing requirements for Contractors, and fiduciary or disclosure obligations applicable to Owners and Managers.

CapXos may offer tools to facilitate due diligence, vetting, or background checks, but Users remain solely responsible for conducting their own diligence prior to entering any agreement.

1.4 Non-Custodial Role

CapXos is integrating banking and financial technology features into the platform that enable Users to initiate and manage the movement of funds between parties. These tools may include workflows for disbursement approvals, reserve account tracking, and automated ACH or wire transfer initiation via third-party financial institutions.

However, CapXos does not hold or custody funds. All payments are routed through licensed banking partners or processors. CapXos facilitates the logic, permissions, and workflows that govern disbursement but does not act as an escrow agent or financial intermediary. Users are solely responsible for verifying the terms and execution of any payment transactions initiated through the platform.

2. REGISTRATION

2.1 Registering Your Account

To access most features of the Services, including creating or managing Projects or submitting Bids, you must register for an account on the Website (an “Account”). By registering, you represent and warrant that you:

  • Are at least eighteen (18) years old,
  • Are legally capable of entering into binding contracts,
  • Are not barred from using the Services under any applicable law, and
  • Will use the Services solely in a business or commercial capacity.

You may not share your Account credentials with any third party. You agree to notify CapXos immediately of any unauthorized use of your Account or any other breach of security. CapXos reserves the right to reclaim or remove any Account or username for any reason, including violations of this Agreement or infringement on a third party’s rights.

2.2 Registration Data

When registering for an Account, you agree to:

  • Provide true, accurate, current, and complete information as prompted during the registration process (“Registration Data”), and
  • Maintain and promptly update your Registration Data to keep it accurate and complete.

You are responsible for all activities that occur under your Account, and CapXos is not liable for any loss or damage arising from your failure to maintain the confidentiality of your credentials.

2.3 Account Ownership

You acknowledge and agree that you have no ownership rights in your Account. All rights in and to your Account are and shall remain the exclusive property of CapXos. CapXos reserves the right to suspend, deactivate, or terminate any Account at its sole discretion.

2.4 Required Equipment and Access

You are solely responsible for providing all hardware, software, internet access, and mobile data services necessary to use the Services. CapXos is not liable for any fees or charges incurred from third-party providers associated with accessing the Services.

3. RESPONSIBILITY FOR CONTENT

3.1 Types of Content

You acknowledge that all content, data, and materials made available through the Services, including User-submitted Projects, Bids, documents, or messages (collectively, “Content”), are the sole responsibility of the party from whom such Content originated. You are solely responsible for your own Content, and CapXos assumes no liability for the accuracy or legality of any User-submitted Content.

3.2 No Obligation to Pre-Screen

CapXos has no obligation to pre-screen Content, including User-submitted data, but reserves the right to review, refuse, remove, or modify any Content at its sole discretion. You consent to such monitoring and acknowledge that CapXos may disclose Content as necessary to comply with legal obligations, protect platform integrity, or enforce this Agreement.

3.3 Storage Limitations

CapXos does not guarantee that any Content you submit will be preserved indefinitely. Unless expressly agreed in writing, CapXos has no obligation to store or back up any User Content. CapXos may impose limits on file size, storage capacity, and data retention as determined in its sole discretion.

4. OWNERSHIP

4.1 Platform Ownership

Except for your User Content, you acknowledge and agree that CapXos and its licensors own all right, title, and interest in and to the Services, including the platform, technology, software, user interface, analytics, documentation, and any enhancements or derivative works thereof. All rights not expressly granted in this Agreement are reserved by CapXos.

4.2 Trademarks

The CapXos name, logo, and all related graphics, marks, and brand elements are trademarks of CapXos, Inc. and may not be used in connection with any product or service without our express written permission. Any trademarks, service marks, or trade names appearing on the Services that are not owned by CapXos are the property of their respective owners.

4.3 Platform Data and Metrics

CapXos may generate and own aggregated, anonymized data derived from User interaction with the platform, such as usage metrics, benchmarking, or performance data (“Platform Data”). CapXos may use Platform Data to improve the Services, develop new products, or publish research, provided that no such data contains personally identifiable information or identifies any User without consent.

4.4 User Content License

By submitting User Content through the Services, you grant CapXos a non-exclusive, worldwide, royalty-free, transferable, sublicensable license to host, store, display, use, reproduce, and transmit such content as needed to operate, provide, and improve the Services. CapXos does not claim ownership over your User Content, but you represent and warrant that you have the right to grant this license.

4.5 Attribution

CapXos may identify you or your organization by name, logo, or other publicly available identifiers as a user of the Services, including in sales materials, on the Website, or in investor presentations, unless you notify us in writing that you do not consent to such attribution.

4.6 Feedback

If you submit feedback, suggestions, or ideas to CapXos (“Feedback”), you acknowledge and agree that CapXos is free to use such Feedback for any purpose without attribution or compensation to you. You waive any rights in the Feedback and agree it is provided on a non-confidential, non-proprietary basis.

5. USER CONDUCT

5.1 Prohibited Conduct

You agree not to use the Services to:

  • Violate any applicable laws or regulations;
  • Infringe upon or misappropriate any intellectual property or privacy rights;
  • Post, upload, or distribute any false, misleading, or fraudulent content;
  • Transmit viruses, malware, or other harmful code;
  • Interfere with the proper functioning of the platform;
  • Attempt to gain unauthorized access to any systems or data;
  • Harvest or scrape information from the platform without consent;
  • Abuse, harass, or impersonate any person or entity;
  • Violate any third-party agreement or court order;
  • Circumvent fee structures or interfere with the payment flow.

5.2 Reporting Violations

If you believe a User is violating this Agreement or misusing the Services, please contact us immediately at support@capxos.com.

6. TEXT MESSAGING, EMAIL, AND NOTIFICATIONS

6.1 Communication Preferences

You agree that CapXos may send you notifications via email, SMS, or in-app messaging for account updates, billing alerts, two-factor authentication (2FA), or service changes. You can adjust your preferences in your account settings.

6.2 Beta Features and Communications

From time to time, CapXos may offer beta features to selected Users. You may opt in or out of participation in these features at any time. Beta features may be incomplete or subject to change without notice.

7. THIRD-PARTY SERVICES

7.1 External Tools and Integrations

The Services may incorporate or integrate with third-party tools, financial institutions, or service providers (e.g., Column NA or similar) to deliver functionality. CapXos is not responsible for the performance or availability of any third-party service and makes no warranties about their reliability, accuracy, or security.

7.2 Links to External Sites

Any links to third-party websites are provided for convenience only and do not imply endorsement or responsibility by CapXos. Your use of such websites is at your own risk.

8. FEES AND PAYMENT

8.1 Subscription Fees

CapXos is offered as a subscription-based SaaS platform. Fees may be billed monthly or annually, with automatic renewal unless canceled prior to the renewal date. Current pricing and terms are provided at the time of purchase or registration.

8.2 Payment Terms

All payments shall be made via ACH or wire transfer through the CapXos invoicing system in accordance with applicable due dates. CapXos may, at its sole discretion, assess performance-based or platform use fees as a percentage of project value, payment flow, or other usage metrics. These fees will be disclosed within relevant workflows, project terms, or supplemental agreements.

Performance-based fees are collected upstream and deducted before funds are released to Contractors or Vendors. By using the Services, you authorize CapXos to automatically withhold such fees from any project-related payments facilitated through the platform.

Timely payment of all undisputed invoices is required. Failure to pay may result in late fees, account suspension, service interruption, referral to collections, and/or legal action. You are responsible for all collection costs, including reasonable attorneys’ fees, incurred in recovering overdue amounts.

8.3 No Refunds

Except as expressly provided, all payments are non-refundable. CapXos is not responsible for third-party payment delays or banking issues.

9. DISCLAIMERS

The Services are provided “as is” and “as available.” CapXos disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. CapXos does not guarantee that the Services will be uninterrupted, secure, or error-free, or that data will be accurate or reliable.

10. LIMITATION OF LIABILITY

To the fullest extent permitted by law, CapXos shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, data, or goodwill. In no event shall CapXos’s aggregate liability exceed the total amount you paid CapXos in the six (6) months preceding the claim.

11. INDEMNIFICATION

You agree to indemnify and hold harmless CapXos, its affiliates, officers, employees, and agents from any claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or in connection with:

  • Your access to or use of the Services;
  • Your violation of this Agreement;
  • Your User Content;
  • Any contract, agreement, or transaction with another User.

12. TERMINATION

CapXos may suspend or terminate your Account at any time for any reason, including violation of these Terms. Upon termination, all rights granted to you will immediately cease, and you remain liable for any outstanding payments.

You may cancel your Account at any time by contacting support@capxos.com. Termination does not relieve you of any obligation to pay fees or liabilities accrued prior to termination.

13. DISPUTE RESOLUTION

13.1 Governing Law

This Agreement is governed by the laws of the State of South Dakota, without regard to its conflict of laws rules.

13.2 Arbitration

Any dispute or claim arising out of this Agreement shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Sioux Falls, South Dakota. You agree to waive any right to a trial by jury or to participate in a class action.

13.3 Injunctive Relief

Notwithstanding the foregoing, either party may seek injunctive or equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights.

14. GENERAL TERMS

  • This Agreement constitutes the entire agreement between you and CapXos with respect to the Services and supersedes all prior agreements.
  • If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
  • CapXos’s failure to enforce any right or provision under this Agreement shall not constitute a waiver of such right or provision.
  • You may not assign or transfer this Agreement without CapXos’s prior written consent.
  • Notices may be delivered to you electronically or via your registered email address.

For questions or concerns, contact us at:

CapXos, Inc.
9414 E 1st Ave
Spokane Valley, WA 99206
support@capxos.com