capradix

Terms of Service

Version 1.3 · Effective 27 September 2026

These Terms of Service (these "Terms") are a binding agreement between you and Capradix LLC, an Illinois limited liability company ("Capradix," "we," or "us"). They govern your use of the capradix.com website (the "Site") and of the Capradix software platform, including any investor portal, export, notification, or related service we make available (together with the Site, the "Service").

By visiting the Site, creating or activating an account, signing in, or otherwise using the Service, you accept these Terms. If you do not agree to them, do not use the Service.

1. Scope; Definitions

  1. "Customer" means the organization — typically an angel group, venture fund, or similar investment organization — that has entered into a written agreement with Capradix for the Service (the "Customer Agreement"), and under whose subscription you have been given access.
  2. "Authorized User" means an individual whom a Customer has invited to use the Service, whether as an administrator of the Customer's organization or as an investor viewing their own positions.
  3. "Visitor" means anyone who uses the Site without signing in.
  4. These Terms apply to you as an Authorized User or a Visitor. They do not make you a party to the Customer Agreement, and they do not give you any rights under it.

2. Relationship to the Customer Agreement

  1. Your access to the Service exists because a Customer has subscribed to it and has chosen to invite you. The Customer Agreement, not these Terms, governs the Customer's rights and obligations, including fees, service levels, data processing, confidentiality, and liability between Capradix and the Customer.
  2. If anything in these Terms conflicts with the Customer Agreement, the Customer Agreement controls as between Capradix and the Customer. These Terms continue to govern your individual conduct as an Authorized User.
  3. The Customer is responsible for the acts and omissions of its Authorized Users under the Customer Agreement. Nothing in this Section relieves you of your own obligations under these Terms.

3. Eligibility; Accounts

  1. You must be at least eighteen (18) years old and able to form a binding contract to use the Service.
  2. Accounts are created by invitation. A Customer administrator invites you by email, assigns your role, and may change or deactivate your access at any time. Capradix does not decide who is invited, what role you hold, or what you are permitted to see; the Customer does.
  3. Your account is personal to you. You may not share your credentials, allow anyone else to use your account, or use anyone else's account. You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account, and you must notify Capradix promptly at security@capradix.com of any known or suspected unauthorized use of your account or compromise of your credentials.
  4. You must provide accurate and complete information in connection with your account and keep it current. Certain of that information, including your legal name, taxpayer identification number, and address, may be relied upon by the Customer in preparing tax and regulatory documents. Responsibility for the accuracy of such information, and for correcting any error in it, rests with you and the Customer.

4. Nature of the Service; Disclaimers of Professional Advice

  1. Record-keeping and calculation. The Service records the facts a Customer enters concerning its investments, including financing rounds, instrument terms, capital contributions, and dated events such as conversions, exits, and distributions, and computes from those facts the figures it displays, including share prices, ownership percentages, valuations, carried interest, distribution allocations, performance metrics, and tax workpapers. Each computed figure is derived exclusively from facts entered by the Customer, and its accuracy depends on the accuracy, completeness, and currency of those facts.
  2. No accounting, tax, legal, or valuation advice. The Service supports a Customer's bookkeeping and reporting. It does not provide accounting, tax, legal, or valuation advice, and no output of the Service — including any tax workpaper, valuation, or performance figure — is a substitute for review by a qualified professional. You and the Customer remain responsible for reviewing any figure before relying on it, filing it, or distributing it.
  3. No investment advice; no securities intermediary. Capradix is not a broker-dealer, investment adviser, fund administrator, transfer agent, or custodian, and is not registered as any of them. The Service does not recommend, offer, sell, or solicit any security or investment, does not hold or move money, and does not evaluate any company or investment. Company updates, documents, marks, and other information presented in the Service are supplied by the Customer or by the companies in which it invests, not by Capradix, and Capradix does not verify them. You are solely responsible for any investment decision you make.
  4. Tax workpapers. Any tax workpaper the Service produces is a working document prepared from the Customer's records for the Customer's tax preparer. It is not a tax return, a Schedule K-1 issued by a partnership, or a filing with any tax authority.
  5. Document reading. Where an administrator elects to have the Service read a document, or where a Customer has enabled automatic portfolio updates and an email arrives at its update address, the facts the Service proposes are drawn from that document by an automated process and are presented for review. They are proposals, not records: the Service records nothing on the basis of a reading until an administrator has reviewed and confirmed it, and the administrator may correct or overrule any proposed value. The Customer remains responsible for the accuracy of every value it confirms, as for any value it enters by hand. Capradix does not warrant that a reading is complete or correct, and a reading is not a substitute for reading the document.

5. Customer Data; Personal Information

  1. Ownership and control. Information a Customer records in the Service, including information concerning you, is the property of the Customer and is processed by Capradix on the Customer's behalf and in accordance with the Customer's instructions under the Customer Agreement. The Customer determines what information is entered, which Authorized Users may access it, the period for which it is retained, and when it is exported or deleted.
  2. Requests concerning your information. Requests to access, correct, or delete personal information concerning you that a Customer holds in the Service must be directed to the Customer. Capradix will assist the Customer to the extent required by the Customer Agreement and may refer any such request received directly to the Customer. Because the Service maintains an auditable financial record, a Customer may be unable to delete a record concerning you while other records, such as a distribution allocated to your entity, depend upon it. This limitation is by design and is addressed in the Customer Agreement.
  3. Sensitive information. At a Customer's election, the Service may hold taxpayer identification numbers, dates of birth, contact information, and demographic information, including gender and race or ethnicity, which certain Customers collect for the purpose of reporting on the composition of their membership and of the founders they support. Demographic information is collected and entered by the Customer and not by Capradix, and any decision to provide it to the Customer is a matter between you and the Customer. The safeguards Capradix applies to such information are described in its Security Policy.
  4. Content you submit. To the extent you enter or upload content to the Service, including contact details, notes, or documents ("Your Content"), you represent and warrant that you have all rights necessary to do so and that Your Content does not infringe the rights of any third party or violate any applicable law. Your Content constitutes Customer data for purposes of paragraph (a). You grant Capradix a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, and display Your Content solely as necessary to provide and secure the Service and as permitted by the Customer Agreement. Where you elect to have a document read, you instruct Capradix to transmit that document to the document-reading provider identified in the Privacy Policy and Security Policy for that purpose, and you represent that you are permitted to do so with respect to any personal information the document contains. Where a Customer enables automatic portfolio updates, the Customer instructs Capradix to receive, store, and read the emails sent to its update address, and represents that it is permitted to do so, including under any obligation of confidentiality it owes to the company that sent them.
  5. Restrictions on Capradix's use of data. Capradix does not sell Customer data or personal information, does not disclose it to third parties other than the service providers engaged to operate the Service, and does not use it to develop or train machine learning or artificial intelligence models. Capradix may use de-identified, aggregated data from which no Customer, individual, or portfolio company can reasonably be identified to operate and improve the Service.
  6. Support access. Capradix personnel may access the Service as a Customer's user to provide support; such access is recorded in the Customer's audit history.
  7. Privacy Policy. The Capradix Privacy Policy describes the collection and use of personal information concerning Visitors and Authorized Users and is incorporated into these Terms by reference.

6. Confidentiality

Information made available to you through the Service concerning a Customer's investments, its other investors, and its portfolio companies constitutes the confidential information of the Customer and may be subject to agreements between the Customer and those companies. You agree to use such information solely in connection with your participation in the Customer's organization and as the Customer permits, and not to disclose it to any third party except as the Customer permits or as required by law. Nothing in this Section limits any obligation you owe directly to the Customer.

7. Acceptable Use

You will not, and will not attempt to:

  1. access any account, organization, record, or data that the Customer has not authorized you to see, or probe or test the Service's access controls;
  2. interfere with the Service's operation, security, or integrity, including by introducing malicious code, sending unsolicited bulk messages through it, or placing an unreasonable load on it;
  3. copy, scrape, crawl, or extract data from the Service other than through the export features the Customer has made available to you;
  4. reverse engineer, decompile, or otherwise try to derive the source code, formulas, or algorithms of the Service, except to the extent applicable law expressly permits;
  5. resell, sublicense, rent, or provide the Service to any third party, or use it to build a competing product;
  6. remove or obscure any proprietary notice in the Service;
  7. use the Service to violate any law, including securities, tax, privacy, anti-money-laundering, and export laws, or to infringe anyone's rights;
  8. impersonate any person or misrepresent your affiliation with any Customer; or
  9. use the Service in a way that these Terms or the Customer Agreement prohibit.

Capradix may investigate any suspected violation of this Section and may suspend or terminate your access in accordance with Section 12.

8. Intellectual Property

  1. The Service, including its software, calculation engine, design, documentation, and all related intellectual property, is owned by Capradix and its licensors and is protected by copyright, trade secret, trademark, and other laws. These Terms grant you a limited, revocable, non-exclusive, non-transferable right to use the Service as an Authorized User or Visitor, subject to these Terms and the Customer Agreement. No other right is granted, and all rights not expressly granted are reserved.
  2. "Capradix" and the Capradix logo are trademarks of Capradix LLC. You may not use them without our prior written permission.
  3. If you provide Capradix with suggestions, ideas, or other feedback concerning the Service, you grant Capradix a perpetual, irrevocable, worldwide, royalty-free license to use and exploit such feedback for any purpose without obligation to you.

9. Third-Party Services

The Service is hosted and delivered using third-party providers identified in the Security Policy. The Site may contain links to third-party websites. Capradix does not control, and is not responsible for the content or practices of, any third-party website. Where a Customer instructs Capradix to use a third-party service on the Customer's behalf, the Customer Agreement governs.

10. Electronic Communications

You consent to receive communications from Capradix electronically, including account invitations, password resets, security notices, and notifications generated by the Customer or the Service, at the email address associated with your account. Certain notifications may be enabled or disabled through the Service; security and account notices may not be disabled while your account remains active.

11. Modifications to the Service and to These Terms

  1. Capradix may modify, add, or discontinue features of the Service, and may suspend the Service for maintenance, security, or operational reasons. Capradix makes no commitment to you regarding the availability of the Service; any availability commitment to a Customer is set out in the Customer Agreement.
  2. Capradix may amend these Terms from time to time. Notice of a material amendment will be given by posting the amended Terms on the Site with a revised version number and effective date and, where Capradix holds your email address, by email or by notice within the Service at least thirty (30) days before the amendment takes effect, except that an amendment required by law or addressing a security risk may take effect immediately. Your continued use of the Service after the effective date constitutes acceptance of the amended Terms. If you do not accept the amended Terms, you must discontinue use of the Service and request that the Customer deactivate your account.

12. Term; Suspension; Termination

  1. These Terms take effect when you first use the Service and continue until your access ends.
  2. The Customer may deactivate your access at any time. Your access also ends when the Customer Agreement ends, subject to any export or transition period the Customer Agreement gives the Customer.
  3. Capradix may suspend or terminate your access immediately, with notice to you or to the Customer where practicable, if Capradix reasonably believes that you have violated these Terms, that your account has been compromised, or that your use presents a security or legal risk to the Service, a Customer, or any other person.
  4. Sections 4, 5(a), 5(b), 5(d), 6, 8, 13, 14, 15, 16, and 17, and any other provision that by its nature should survive, survive termination. Whether and how data about you is retained or deleted after termination is governed by the Customer Agreement and the Customer's instructions.

13. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, CAPRADIX AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, CAPRADIX DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT ANY FIGURE IT COMPUTES IS ACCURATE, COMPLETE, OR SUITABLE FOR ANY TAX, ACCOUNTING, REGULATORY, OR INVESTMENT PURPOSE, OR THAT INFORMATION SUPPLIED BY A CUSTOMER OR A PORTFOLIO COMPANY IS ACCURATE. ANY WARRANTY CAPRADIX GIVES A CUSTOMER IS SET OUT IN THE CUSTOMER AGREEMENT AND IS GIVEN TO THE CUSTOMER ONLY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THESE EXCLUSIONS MAY NOT APPLY TO YOU.

14. Limitation of Liability

  1. TO THE FULLEST EXTENT PERMITTED BY LAW, CAPRADIX AND ITS MEMBERS, MANAGERS, EMPLOYEES, CONTRACTORS, AND SUPPLIERS WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, INVESTMENT VALUE, DATA, OR GOODWILL, OR FOR ANY TAX, PENALTY, OR INTEREST ASSESSED BY A TAXING AUTHORITY, ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  2. TO THE FULLEST EXTENT PERMITTED BY LAW, CAPRADIX'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100). THIS CAP DOES NOT LIMIT ANY LIABILITY CAPRADIX HAS TO A CUSTOMER UNDER THE CUSTOMER AGREEMENT.
  3. THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO LIABILITY THAT CANNOT BE LIMITED BY LAW, INCLUDING LIABILITY FOR FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF CERTAIN DAMAGES, SO SOME OF THESE LIMITATIONS MAY NOT APPLY TO YOU.

15. Indemnification

To the extent permitted by law, you will defend, indemnify, and hold harmless Capradix and its members, managers, employees, and contractors from any third-party claim, and the resulting damages, costs, and reasonable attorneys' fees, arising out of your violation of Section 6 or Section 7, Your Content, or your unauthorized use of the Service. This Section does not apply to claims arising from Capradix's own breach of these Terms or applicable law.

16. Governing Law; Venue

  1. These Terms are governed by the laws of the State of Illinois, without regard to its conflict-of-laws rules, and by applicable U.S. federal law.
  2. Any dispute arising out of or relating to these Terms or the Service will be brought exclusively in the Circuit Court of DuPage County, Illinois, or the United States District Court for the Northern District of Illinois, and you consent to their personal jurisdiction and venue. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.
  3. TO THE EXTENT PERMITTED BY LAW, YOU AND CAPRADIX EACH WAIVE ANY RIGHT TO A JURY TRIAL IN ANY DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE.
  4. Any claim under these Terms must be brought within one (1) year after the claim arises, to the extent the law allows the period to be shortened.

17. General

  1. Entire Agreement. These Terms, together with the Privacy Policy and any policy they incorporate by reference, are the entire agreement between you and Capradix about your individual use of the Service, and supersede any prior understanding on that subject. They do not modify the Customer Agreement.
  2. Severability. If any provision of these Terms is held unenforceable, it will be enforced to the maximum extent permitted and the remainder will stay in effect.
  3. No Waiver. Capradix's failure to enforce any provision of these Terms does not constitute a waiver of that provision.
  4. Assignment. You may not assign or transfer these Terms or your account. Capradix may assign these Terms to an affiliate or to a successor in connection with a merger, acquisition, or sale of substantially all of its assets or of the Service.
  5. Force Majeure. Capradix is not liable for any failure or delay caused by events beyond its reasonable control, including failures of hosting, network, or other third-party providers, acts of government, or natural disasters.
  6. Export and Sanctions. You represent that you are not located in, or a national or resident of, a country subject to comprehensive U.S. sanctions, and are not on any U.S. government restricted-party list.
  7. No Third-Party Beneficiaries. Except as stated in Sections 14 and 15 for Capradix's members, managers, employees, contractors, and suppliers, these Terms create no rights in any third party. A Customer's rights are in the Customer Agreement.
  8. Notices. Notices to Capradix must be sent by email to legal@capradix.com. Notices to you may be sent to the email address on your account or posted in the Service.
  9. Headings. Headings are for convenience and do not affect interpretation.

18. Contact

Inquiries concerning these Terms may be directed to legal@capradix.com. Security matters may be reported to security@capradix.com. General inquiries may be directed to hello@capradix.com.