# CAPZ TERMS OF SERVICE

**Effective Date:** December 5, 2025

**Last Updated:** September 19, 2026

Welcome to Capz. These Terms of Service ("Terms") are a legal agreement between you and Capz HQ LLC, a Pennsylvania limited liability company ("Capz," "we," "us," "our"), and govern your access to and use of the Capz mobile application, website, and related services (together, the "Service").

By creating an account or using the Service, you agree to these Terms, our **Privacy Policy**, and our **End User License Agreement (EULA)**. If you do not agree, do not use the Service. We record which version of each document you accepted and when.

**PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN PROVISIONS THAT SIGNIFICANTLY LIMIT CAPZ'S LIABILITY TO YOU AND AFFECT YOUR LEGAL RIGHTS, INCLUDING:**

- **Section 12** — a broad prohibition on copying, cloning, or replicating the Service

- **Section 15** — disclaimers, assumption of risk, and a release of claims relating to other users, organizations, and events

- **Section 16** — a cap on our total liability

- **Section 18** — a class action waiver, a jury trial waiver, a one-year limitation period, and an exclusive venue

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## 1. WHAT CAPZ IS

Capz is a communication and organization platform for Greek-life and student organizations (fraternities, sororities, and clubs). The Service lets members:

- create an organization (subject to identity and organization verification) or join one by invitation;

- communicate in organization group chats and channels that support text and images;

- create and vote in **polls** within a group chat;

- create and manage events, invite lists, and event invitations, and respond to invitations;

- generate and redeem **invite codes** to add people to an organization or to an invite list;

- see message read status and live typing indicators;

- **report** a message or a user to Capz, and **block** another user so that person's messages no longer appear in the group chats they view; and

- receive push and in-app notifications about activity relevant to them.

Capz provides the platform. **Capz does not run, endorse, supervise, or take responsibility for any organization, its members, its leaders, or any event, activity, poll, message, image, or other content created by users.** Organizations and their members are solely responsible for their own conduct and activities.

## 2. ELIGIBILITY AND AGE REQUIREMENTS

The Service is intended for adult residents of the United States. By using the Service, you represent that:

- you are at least **18 years old**, and you affirm your age when you sign in; and

- you have the legal capacity to enter into these Terms.

We do not knowingly permit accounts for anyone under 18. If we learn that a user is under 18, we may suspend or delete the account.

## 3. YOUR ACCOUNT

- **Sign-in.** We authenticate you with a one-time code sent to your email address; we do not use stored passwords. You may also provide an optional phone number.

- **Your responsibility.** You are responsible for maintaining control of the email account (and any phone number) associated with your Capz account, for keeping your one-time codes confidential, and for **all activity that occurs under your account**, whether or not you authorized it. Notify us promptly at `support@capzhq.com` if you believe your account has been accessed without authorization.

- **Accurate information.** You agree to provide accurate information (such as your username and display name) and to keep it current. Your username is your primary public identity on Capz — by default other users see only your username, and your real name is shown to your organizations' members only if you enable the "searchable by name" setting. You may not impersonate any person or organization or misrepresent your affiliation with anyone.

- **One account.** You may not maintain multiple accounts to evade suspension or restrictions, and you may not share, sell, rent, or transfer your account.

## 4. ORGANIZATIONS, ROLES, AND MEMBERSHIP

- **Creating and verifying organizations.** You may create a new organization only if you are 18 or older. When you do, you become its admin and the organization starts in an **unverified** state. Verification requires submitting identity documents (the front and back of a photo ID) and proof of your organization membership (such as a chapter composite, membership card, or house record), together with your full name and a school email; you represent that any documents you submit are genuine and that you are authorized to submit them and to represent the organization. We handle these documents as described in the Privacy Policy (stored privately and reviewed only by authorized personnel). We will delete your verification documents after review, but you agree that Capz reserves the right to retain them for up to one year before deletion — for example, to re-review a submission, detect or prevent fraud, resolve disputes, or comply with law. **Until an organization is verified, it may host events for its own members but cannot send event invitations to non-members.** We may decline or revoke verification and may remove organizations that provide false or fraudulent information.

- **Verification is not an endorsement.** See Section 15. Verification is a limited, good-faith review of documents a user chose to submit. It is not a background check and is not a guarantee of anything.

- **Joining.** You may join an organization by redeeming an invite code provided by an organization admin. Organizations are invite-only.

- **Roles.** Members hold a role within an organization — such as **admin**, **member**, or **new member**. Admins can manage the organization, create and configure group chats and channels, manage member roles, remove members, create events and invite lists, upload the organization's logo, and generate invite codes. Roles determine what you can see and do within an organization.

- **Admin moderation of content.** In a group chat they administer, an admin can **delete any member's message or image**, **edit any member's poll**, and **delete an entire group chat**, which removes its whole message history for every member. This is a moderation tool for the organization's own use; Capz does not review or approve these actions, is not a party to them, and has no liability for content an admin removes, edits, or chooses to leave up. If you need a copy of something you posted, keep your own.

- **Admin responsibility.** If you are an admin, you are responsible for how you administer your organization, including whom you invite, the roles you assign, the members you remove, the content, group chats, and events you create, the branding you upload, and your organization's compliance with its own governing rules, its national or umbrella organization's rules, its institution's rules, and applicable law. **Capz is not a party to the relationship between an organization and its members, and takes no position in any dispute between them.**

- **Audit records.** Administrative actions within an organization — such as role changes, member removals, and invite creation — are logged so that organizations can review who did what.

## 5. INVITE CODES AND INVITE LISTS

- **How codes work.** Admins and permitted members may generate invite codes. An **organization code** adds the person who redeems it as a member of that organization. An **invite-list code** adds the person who redeems it to an **invite list**, which controls who receives certain event invitations. Being added to an invite list does **not** make you a member of the organization.

- **Use limits.** When an admin generates a code, the admin sets the **maximum number of times it may be redeemed**. Once that limit is reached, the code stops working. Codes may also be invalidated when the organization or invite list is deleted.

- **Codes are bearer credentials.** **Anyone who has a valid code can redeem it.** Codes do not verify who is using them. You are solely responsible for how you distribute a code you generate and for who ends up with it — including if you post it publicly, forward it, or share it with someone who passes it on. **Capz is not responsible for anyone who joins an organization or an invite list using a code that you or someone in your organization shared.** If a code is circulating beyond its intended audience, an admin should stop using it and generate a new one.

- **No guaranteed expiry.** Unless a code has reached its use limit or has been invalidated, it may remain redeemable indefinitely. Do not assume a code has expired.

## 6. GROUP CHATS, MESSAGES, AND POLLS

- **What is visible.** Anything you send in a group chat or channel is visible to every member of that group chat, including members who join later. Read status is shown to senders, and typing indicators are broadcast live while you compose.

- **Polls are not anonymous.** When you vote in a poll, **your identity is recorded and shown to the other members of that group chat**, both next to the option you chose and in a Results view that lists everyone who voted for each option. **If you do not want other members to know how you voted, do not vote.** Capz does not offer anonymous polling, and you may not represent to anyone that a Capz poll is anonymous or confidential.

- **Editing.** You may edit the text of a message you sent. Edited messages are marked "(edited)" to other members, but the previous text is not shown to them. An admin of the group chat may also edit a poll you created and delete a message you sent (Section 4).

- **Deletion is not recall.** Deleting a message, image, or poll removes it from the Service going forward. It does not retrieve copies that others have already seen, saved, screenshotted, or forwarded, and it does not immediately purge backups. See Section 7.

- **Images are view-only.** Images sent in a group chat can be viewed in the Service but cannot be saved to your device or shared out of the app — the Service provides no download or share action for them. You may not circumvent this by any means, and you may not redistribute, publish, or repost another user's image or message outside the Service without that person's permission. Capz cannot prevent screenshots, and is not responsible for anything a recipient captures or does with content they have received.

- **Blocking.** You may block another user from their profile. Blocking hides that person's messages from the group chats you view. It is **private and one-directional**: the blocked person is not told, their view is unchanged, and they can still see and reply to your messages. Blocking is a personal visibility filter — it does not remove anyone from an organization, restrict what they can do, or report them to us. **If someone is violating these Terms, report them to `support@capzhq.com`; blocking alone does not notify us.** Capz is not liable for anything a blocked user does or for content a block fails to hide.

- **No end-to-end encryption.** Messages and images are encrypted in transit and at rest but are not end-to-end encrypted. Do not use Capz to transmit information that requires that level of protection, including protected health information, financial account credentials, government identifiers, or anything you are legally obligated to keep confidential.

## 7. EVENTS AND INVITATIONS

- **Events are created by users.** Events on Capz are created, described, scheduled, staffed, hosted, and run entirely by users and organizations. Capz does not host, sponsor, supervise, staff, insure, inspect, or control any event.

- **Invitations and attendee lists.** Events are invite-only. Your RSVP and your presence on an attendee list are visible to organizers and, depending on the event, to other invitees.

- **Cross-organization invitations.** An admin may invite an entire other organization to an event. If you belong to an invited organization, your public identity and your RSVP become visible to that event's organizers and invitees, who may belong to a different organization from yours.

- **Auto-expiring events.** Organizers may enable auto-expire, which removes an event from feeds approximately three hours after its end time. This is a display convenience only and is not a deletion guarantee.

- **Accuracy.** Capz does not verify event details — including times, locations, capacity, age restrictions, safety measures, or whether an event is authorized by any organization, school, or landlord. **You are responsible for confirming any event's details independently before relying on them or attending.**

## 8. USER CONTENT

"User Content" means anything you submit through the Service, including messages, images, polls and poll votes, event details, invite lists, organization branding, and profile information.

- **You own your content.** As between you and Capz, you retain ownership of your User Content.

- **License to Capz.** You grant Capz a worldwide, non-exclusive, royalty-free, sublicensable (to our Service Providers, solely to operate the Service) license to host, store, cache, reproduce, modify (for example, to resize or compress images), display, and distribute your User Content solely to operate, provide, secure, and improve the Service — including delivering your content to the organizations, group chats, events, and recipients you direct it to. This license ends when your User Content is deleted, except for content already shared with others and for reasonable backup copies that are purged in the ordinary course.

- **We do not use your content to train AI.** Capz does not use your messages, images, or other User Content to train artificial intelligence or machine learning models, and does not license it to third parties for that purpose.

- **Your responsibility and representations.** You are solely responsible for your User Content. You represent that you own or have the necessary rights to your User Content and that it does not violate these Terms, any law, or any third party's rights.

- **No obligation to store.** We do not guarantee that User Content will be stored, backed up, preserved, or available without interruption, and **we are not responsible for any loss, corruption, or deletion of User Content**, including loss caused by your own deletion of a message, group chat, event, or account. Keep your own copies of anything you need.

- **Media.** The Service supports text and image content. Video and audio are not supported. Do not attempt to upload content types the Service does not support or that exceed applicable size limits.

## 9. ACCEPTABLE USE

You agree not to use the Service to, and not to allow anyone to:

- violate any law or regulation, or coordinate, promote, or facilitate any illegal activity;

- engage in, plan, or promote **hazing**, harassment, bullying, threats, stalking, doxxing, or violence, or endanger the health or safety of any person;

- promote or coordinate the furnishing of alcohol or controlled substances to anyone, or any activity that violates your organization's, school's, or national organization's rules;

- post or share content that is unlawful, defamatory, obscene, sexually explicit, hateful, harassing, or that exploits or endangers minors, or that shares intimate images of any person without their consent;

- infringe or misappropriate anyone's intellectual property, privacy, or publicity rights;

- impersonate any person or organization, misrepresent your affiliation, or submit false or fraudulent verification documents;

- send spam, chain messages, or unsolicited promotions, or misuse invite codes or invite lists — including publishing a code where it can be redeemed by people it was not intended for;

- redistribute, publish, repost, or commercially exploit another user's messages, images, or poll votes outside the Service without their permission, or circumvent the Service's restriction on sharing images you did not send;

- upload viruses or malicious code, or attempt to disrupt, overload, probe, penetration-test, or gain unauthorized access to the Service, other accounts, or our systems;

- scrape, harvest, crawl, index, or collect data about other users or their content, whether manually or by automated means, or use any of it to build a dataset or to train, fine-tune, evaluate, or ground any artificial intelligence or machine learning model;

- copy, clone, or replicate the Service, or use it to build or assist anyone in building a competing product (see Section 12);

- circumvent any access controls, roles, permissions, use limits, rate limits, or safety or moderation features; or

- use the Service in any way that violates applicable law or the EULA.

Violating this section is a material breach of these Terms and may result in immediate termination.

## 10. NOTIFICATIONS AND COMMUNICATIONS

With your permission, the Service sends push notifications about activity such as new group chat messages, event invitations, event reminders, organization invitations, and role changes, and keeps an in-app record of them. You can control or disable notifications in the app's settings and in your device settings. We may also send you service-related communications (for example, sign-in codes and important account or security notices) that are necessary to operate the Service and that you cannot opt out of while you have an account.

**Notifications are not guaranteed.** Delivery depends on Apple, Google, and third-party push infrastructure, on your device and network, and on your settings. Notifications may be delayed, duplicated, or never arrive. **Do not rely on Capz notifications for anything time-sensitive, safety-related, or urgent.**

## 11. CONTENT MODERATION AND ENFORCEMENT

We are not obligated to monitor, screen, or review User Content, and we do not pre-screen it. We may review, remove, restrict, or disable access to any User Content, and suspend or terminate any account or organization, at our sole discretion, with or without notice — for example, if we believe there has been a violation of these Terms or a risk to users, Capz, or the public. We may cooperate with law enforcement and respond to lawful requests.

**Reporting and blocking.** You can **report a message or a user from inside the app** — press and hold any message and choose Report, or use "Report this user" on a person's profile. You may also email `support@capzhq.com`. Reports are private; the person reported is not told who reported them. We review reports and act on those that violate these Terms, but we do not guarantee any particular outcome or timeframe. Separately, you may **block** any user from their profile to hide their messages from your own view (Section 6); blocking is immediate and within your control, but it is not a report and does not notify us.

**We are not responsible for User Content or for the conduct of any user or organization,** and any action or inaction we take with respect to a report does not create a duty to act in any other case.

## 12. INTELLECTUAL PROPERTY; NO REPLICATION OF THE SERVICE

### 12.1 Our Rights

The Service — including its software, source code, APIs, database schema, data models, designs, layouts, screens, flows, graphics, icons, animations, copy, and the Capz name and branding — is owned by Capz or its licensors and is protected by copyright, trademark, trade secret, and other intellectual property laws, as further described in the EULA. All rights not expressly granted to you are reserved. You may not use Capz's name, logos, or brand features without our prior written permission.

### 12.2 You Waive and Assign Any Right to Replicate the Service

**This is a material term of these Terms.** In exchange for access to the Service, you irrevocably agree that you will not, and will not authorize, assist, fund, or enable any other person or entity to, directly or indirectly:

- **replicate, clone, reproduce, imitate, emulate, port, or recreate** the Service or the App, or any part of it, in any medium, on any platform, or by any means, whether or not any code is copied;

- create, publish, or operate any application, website, product, or service that copies or is substantially derived from the Service's **features, functionality, workflows, user flows, screen designs, layouts, interaction patterns, look and feel, or the structure, sequence, and organization** of any part of it;

- use the Service, your access to it, or anything you learn from it as a **specification, blueprint, reference implementation, or design source** for any other product or service;

- use screenshots, screen recordings, exported data, network traffic, or reverse-engineered artifacts of the Service to design, build, market, or fund a competing or substantially similar product;

- use the Service or any content or data obtained from it to train, fine-tune, evaluate, benchmark, or ground any artificial intelligence or machine learning model, or to generate a derivative or replica of the Service; or

- assist, contract with, advise, or provide information to any third party doing any of the above.

**Waiver and assignment.** To the maximum extent permitted by law, you **waive** any claim or right you may have to develop, own, or exploit anything that would violate this Section, and you **irrevocably assign to Capz** all right, title, and interest in and to any application, product, service, design, or work you create in breach of this Section, together with all intellectual property rights in it, and agree to execute any documents reasonably necessary to perfect that assignment.

**Trade secrets and irreparable harm.** You acknowledge that the Service embodies Capz's confidential information and trade secrets, that a breach of this Section would cause Capz irreparable harm for which monetary damages would be an inadequate remedy, and that Capz is entitled to seek **injunctive and other equitable relief without posting a bond** and without proving actual damages, in addition to any other remedy. This Section survives termination of these Terms and applies whether or not you still have an account.

**Independent development.** Nothing in this Section prevents you from independently developing a product without any use of, access to, or reference to the Service or anything derived from it, or from exercising any right that cannot lawfully be waived.

### 12.3 Feedback

If you send us feedback, suggestions, feature requests, or ideas about the Service, you grant Capz a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable license to use, implement, and commercialize them without restriction, attribution, compensation, or any obligation to you, and you waive any claim arising from our doing so.

### 12.4 Copyright

If you believe content on the Service infringes your copyright, send a notice with the information required by the Digital Millennium Copyright Act (DMCA) to our designated agent at `support@capzhq.com`. We may remove infringing content and terminate repeat infringers.

## 13. THIRD-PARTY SERVICES

The Service relies on third-party providers (including cloud hosting, database, storage, authentication, email delivery, and push-notification delivery) and is distributed through third-party app marketplaces. Your use of those services and marketplaces is subject to their own terms. **We do not control them and are not responsible or liable for their acts, omissions, outages, data handling, downtime, security incidents, price changes, or discontinuation**, or for any loss of service, data, or content resulting from them.

## 14. FEES

The Service is currently provided free of charge. If we introduce paid features in the future, we will disclose the applicable terms and pricing before you incur any charge, and any purchases will be subject to the applicable App Store's payment terms. You are responsible for any mobile data, messaging, and device charges you incur using the Service.

## 15. DISCLAIMERS; ASSUMPTION OF RISK; RELEASE

### 15.1 The Service Is Provided "As Is"

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, THAT MESSAGES OR NOTIFICATIONS WILL BE DELIVERED, OR THAT ANY CONTENT OR DATA WILL BE ACCURATE, PRESERVED, OR RECOVERABLE.

### 15.2 We Are Not Responsible for Users, Organizations, or Their Content

**Capz is a neutral platform. We are not responsible or liable for the conduct of any user or organization, whether online or offline, or for any User Content.** To the maximum extent permitted by law, Capz has no liability arising out of or relating to:

- any message, image, poll, poll result, event description, invite list, organization branding, or other content created, sent, posted, voted on, deleted, or misrepresented by any user;

- any decision made or action taken by an organization or its admins, including whom they invite, whom they remove, the roles they assign, or how they run their organization;

- any dispute between you and another user, between you and an organization, or between organizations;

- anyone gaining access to an organization, group chat, invite list, or event through an invite code that you or anyone else shared, forwarded, published, or failed to protect;

- another user saving, screenshotting, copying, forwarding, or publishing your messages, images, or poll votes, whether inside or outside the Service;

- the visibility of your poll vote, read status, RSVP, membership, role, or public identity to other users as described in these Terms and the Privacy Policy;

- any reliance you place on the presence, absence, or timing of a notification, read receipt, typing indicator, or attendee list;

- any loss, corruption, deletion, or unavailability of messages, images, polls, events, or any other data; or

- any harm arising from your own decision to share information on the Service.

### 15.3 Events, Verification, and Offline Activity — No Endorsement, No Guarantee, No Liability

Events promoted, advertised, organized, or publicized through the Service are created and run solely by users and organizations, not by Capz. **Capz does not host, sponsor, supervise, staff, insure, inspect, or control any event. To the maximum extent permitted by law, Capz is not liable for anything that happens before, during, or after any event promoted through the Service** — including any injury, illness, death, assault, property loss, damage, arrest, disciplinary action, or other harm to any person or property.

Our organization verification is a limited, good-faith review of the documents an organization chose to submit to us. **It is not a background check, an identity guarantee, a safety certification, or an endorsement**, and it does not make Capz responsible for that organization, its members, its admins, or its events. Documents can be forged, and verification can be wrong. **You are solely responsible for independently verifying any organization, person, or event before relying on it, attending, or acting on it, and you do so at your own risk.**

### 15.4 Assumption of Risk and Release of Claims

Capz does not screen users or organizations or conduct background checks beyond the limited verification described in these Terms, and it does not supervise any interaction, communication, gathering, or event. **You assume all risk arising from your use of the Service and from your interactions with other users and organizations, whether online or in person** — including, without limitation, risks relating to **hazing, harassment, sexual misconduct, alcohol, controlled substances, and other illegal, dangerous, or harmful activity**, all of which are prohibited by these Terms but which Capz cannot prevent.

**To the maximum extent permitted by law, you release and forever discharge Capz and its officers, members, managers, employees, contractors, and agents from any and all claims, demands, damages, liabilities, losses, costs, and causes of action of every kind, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or relating to any interaction with another user or organization, any User Content, any invite code, any event, or the conduct of any user or organization.** If you are a California resident, you waive California Civil Code § 1542, which provides: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." You waive any comparable statute or common-law principle in your state.

### 15.5 Not a Safety or Emergency Service

The Service is not a security, safety, background-check, attendance-tracking, compliance, or emergency service, and you must not rely on it as one. **In an emergency, contact local emergency services (such as 911).**

## 16. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CAPZ AND ITS OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, CONTRACTORS, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF DATA, CONTENT, PROFITS, REVENUE, GOODWILL, REPUTATION, OPPORTUNITY, OR USE, OR FOR ANY PERSONAL INJURY, EMOTIONAL DISTRESS, OR PROPERTY DAMAGE, ARISING OUT OF OR RELATING TO THE SERVICE, THESE TERMS, ANY USER CONTENT, ANY OTHER USER OR ORGANIZATION, OR ANY EVENT — WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR ANY OTHER THEORY, AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

**OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID US IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM (WHICH MAY BE ZERO) OR (B) ONE HUNDRED U.S. DOLLARS (US $100).**

These limitations apply regardless of the theory of liability, apply in the aggregate across all claims rather than per claim, and apply even if any limited remedy fails of its essential purpose. **The disclaimers and limitations in Sections 15 and 16 are a fundamental basis of the bargain between you and Capz; without them the Service would not be offered free of charge.** Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of these limitations may not apply to you; in that case our liability is limited to the greatest extent permitted by law.

## 17. INDEMNIFICATION

To the maximum extent permitted by law, you agree to defend, indemnify, and hold harmless Capz and its officers, members, managers, employees, contractors, and agents from and against any claims, demands, damages, liabilities, losses, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

- your User Content;

- your use or misuse of the Service;

- any invite code you generated, shared, forwarded, or published;

- any event you organize, promote, host, attend, or participate in;

- your interactions or disputes with any other user or organization;

- your violation of these Terms, the EULA, or Section 12 in particular; or

- your violation of any law or any third-party right.

We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, at your expense, and you agree to cooperate with our defense. You may not settle any matter in a way that imposes any obligation or admission on Capz without our prior written consent.

## 18. DISPUTE RESOLUTION AND GOVERNING LAW

- **Governing law.** These Terms are governed by the laws of the Commonwealth of Pennsylvania, without regard to conflict-of-laws rules, except where preempted by federal law and except that nothing here limits any consumer-protection rights you have under the law of your home state.

- **Informal resolution first.** Before filing any claim, you agree to first contact us at `support@capzhq.com` with a written description of the dispute and to attempt in good faith to resolve it informally for at least 30 days.

- **Exclusive venue.** You and Capz agree that the state and federal courts located in Centre County, Pennsylvania have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Service, and you consent to personal jurisdiction there and waive any objection based on venue or forum non conveniens.

- **Class action waiver.** TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND CAPZ AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. If this class action waiver is found unenforceable as to a particular claim, that claim will be severed and may proceed in court, but the waiver remains in effect for all other claims.

- **Jury trial waiver.** TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND CAPZ EACH KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE.

- **Time limit to bring claims.** To the extent permitted by law, any claim arising out of or relating to the Service or these Terms must be filed within **one (1) year** after the claim arose; otherwise it is permanently barred.

- **Equitable relief.** Nothing in this Section limits Capz's right to seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or enforce Section 12.

## 19. TERMINATION

- **By you.** You may stop using the Service at any time and may delete your account in the app (Account → Delete Account). Deletion begins a limited recovery window of approximately 30 days during which signing back in may restore your account; after that window your account and associated data are removed as described in the Privacy Policy. **Content you already sent to a group chat may remain visible to its other members, attributed to a deleted user, and poll votes you cast continue to count.**

- **By us.** We may suspend or terminate your access, your organization, or the Service itself at any time, with or without notice or cause, including if you violate these Terms, if required by law, or to protect the Service or its users. We have no liability to you for doing so.

- **Effect.** Upon termination, your license to use the Service and the App ends immediately and you must stop using them. Sections that by their nature should survive — including Sections 8 (as to content already shared), 9, 12, and 15 through 21 — survive termination.

## 20. CHANGES TO THE SERVICE AND TO THESE TERMS

We may modify, suspend, or discontinue any part of the Service — including any feature, such as polls, invite codes, or notifications — at any time, with or without notice, and without liability to you. We may also update these Terms; when we make material changes, we will update the "Last Updated" date and provide notice through the Service or by other reasonable means, and where required by law we will obtain your consent. Your continued use of the Service after the changes take effect constitutes your acceptance of the updated Terms.

## 21. MISCELLANEOUS

- **Entire agreement.** These Terms, together with the EULA and Privacy Policy, are the entire agreement between you and Capz regarding the Service and supersede any prior agreements or understandings.

- **Order of precedence.** If there is a conflict, the EULA controls as to the software license for the App; these Terms control as to conduct on and use of the Service; the Privacy Policy controls as to data practices.

- **Severability.** If any provision is found unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions remain in full effect.

- **No waiver.** Our failure to enforce any provision is not a waiver of it, and no waiver is effective unless in writing.

- **Assignment.** You may not assign or transfer these Terms or your account without our prior written consent; any attempt to do so is void. We may assign these Terms freely, including in connection with a merger, acquisition, financing, or sale of assets.

- **Force majeure.** We are not liable for any delay or failure caused by events beyond our reasonable control, including outages of third-party providers, network failures, natural disasters, labor disputes, or government action.

- **Relationship.** No agency, partnership, joint venture, fiduciary, or employment relationship is created by these Terms.

- **Notices.** We may provide notices to you through the Service, by push notification, or by email to the address on your account. Notices to us must be sent to `support@capzhq.com` and to the mailing address below.

- **Headings.** Headings are for convenience only and do not affect interpretation.

## 22. CONTACT

Capz HQ LLC

226 E Beaver Ave, Room 24

State College, Pennsylvania 16801

United States

support@capzhq.com