Making Business Architecture Practical, Pragmatic and Powerful
The following terms constitute an agreement between Subscriber and Capstera, the operator of Capstera.com (the “Site”), a business architecture solution, located at www.capstera.com . This agreement governs your use of the Site, as a casual visitor, a registered user and a subscriber of the Capstera services including the use of the Capstera cloud-based application.
By accessing or using the Site, you agree to be bound by the terms of this Agreement. To the extent you subscribe to access Site content not otherwise available, there are additional terms that apply to you that might not apply to non-registered Site users and non-subscribers
Capstera Parties: A term used collectively to describe Capstera or its Affiliates, resellers, distributors and/or vendors.
Application: Capstera provides a cloud-based Application for Subscribers called Capstera Software. This Application is a capability definition and mapping solution capturing the essence of “what” a business does through capability mapping and enabling Subscribers to map, manage, and develop their company’s strategy, capabilities and portfolio.
Application Data: Application Data is all content contained within the Application. This includes content authored by Capstera, as well as content that was authored by Subscribers.
Subscriber Data: : The Application includes company, team and/or project specific areas and sharing features where you and other users may post data, information, messages, images, and other content meant to be viewed by your selected company, team, and/or project members. These collectively are referred to as “Subscriber Data” as they are meant to be viewed within a private group.
Site Content: All content that appears on the Site, whether created by Capstera, its affiliates, Users or Subscribers of the Site.
Subscriber: A Subscriber is a user who has a Subscription to the Application. The word Subscriber may be used for the individual or group that has been authorized by Capstera to use the Application.
Subscription: Subscriptions are authorized access and use of the Application. Subscriptions may vary in content, access, period and other features. Subscriptions are typically paid for by the Subscriber and require users to be authorized by Capstera.
Subscription Fee:Capstera typically charges its Subscribers a Subscription Fee each month for using the Application. Subscription Fees do not include any payment for the ability of users to reach the Site (e.g., telecom, hardware, software fees and expenses), only for the availability of the Application using the Site.
Site Use and Registration Age Eligibility
Individuals under the age of 18 are prohibited from registering to use the Site as registered users. By registering to use the Site you represent that you are age 18 or older.
This Site Does Not Provide Legal or Professional Advice
All of the material provided on the Site, such as text, charts, graphics, photographs, images, advice, messages, forum postings, and any other material provided on the Site are for informational purposes only and are not a substitute for legal or professional advice. While Capstera has taken care to provide helpful information on the Site, readers are advised to seek specific legal and/or professional advice in relation to any decision or course of action. Reliance on any information provided by Capstera, by contributors to the Site at the invitation of Capstera, or by other Site users, is solely at your own risk.
Proprietary Rights in Site
Unless otherwise indicated, all intellectual property rights, including copyright, associated with the Site Content is owned by or licensed to Capstera. No part of any of this material may be reproduced, adapted, stored in a retrieval system or transmitted without the prior written permission of the copyright owner except as provided by any relevant legal provision. Capstera authorizes you to view or download a single copy of the material on the Site solely for your personal or internal use if you include the following copyright notice: “Copyright ©2015 Capstera LLC. All rights reserved” and other copyright and proprietary rights notices that are contained within the Site content. Any special rules for the use of certain material accessible at the Site may be included elsewhere within the Site and are incorporated into these Terms of Service by reference.
All Site Content authored by Capstera or its licensors is protected by copyright under both United States and foreign laws. Title to such copyrighted content remains with Capstera or its licensors, as appropriate. Any use of such content not expressly permitted by these Terms of Service is a breach of these Terms of Service and may violate copyright, trademark, and other laws. Content and features are subject to change or termination without notice in the editorial discretion of Capstera. All rights not expressly granted herein are reserved to Capstera and its licensors.
Proprietary Rights for Subscriber Data
Unless otherwise indicated, all intellectual property rights, including copyright, associated with Subscriber Data is owned by the Subscriber who submitted said information. Subscribers grant Capstera and its affiliates a right to view, store, transfer, analyze or otherwise manage Subscriber Data. Capstera cannot share this information or the results of the management of this information with unauthorized Subscribers, Users or non-affiliate third parties, except for the use of non-identifiable aggregate data for benchmarking and related purposes.
Personal and Non-Commercial Use Limitation
Unless otherwise specified, all Site content is for your personal and non-commercial use only. You may not copy, modify, transmit, distribute, perform, display, publish, reproduce, create derivative works from, license, sell or transfer any information, data, products, services or software obtained from the Site content.
Registered User Password and Login Identity
If you are a registered user, you are responsible for maintaining the confidentiality of your password and login, and are fully responsible for all activities that occur under your password or account with or without your knowledge. You may not share your account login information with others and you may not use the login information of others to access Site content. If you knowingly provide your login and password information to another person, your registered user privileges may be suspended temporarily or terminated. You agree to immediately notify Capstera of any unauthorized use of your registered user password or login or any other breach of security.
Site Access Termination
You agree that Capstera may, with or without cause, immediately terminate or limit your access to the Site without prior notice. Without limiting the foregoing, the following may lead to a termination by Capstera of access to and use of the Site: (a) breaches or violations of these Terms or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated registration cancellation), (d) unexpected technical issues or problems, and (e) extended periods of inactivity.
Capstera will strive to maintain, store, or transfer to you Subscriber Data.
If you are a Subscriber, you agree that Capstera may send notices to you by email at the email address you provided (or the email address which you later update using the functionality of the Site).
Support Provided for Subscribers
Provided that Subscriber promptly pays to Capstera the applicable monthly Subscription Fee, Capstera shall provide Subscriber with the following support services (collectively the “Support”) for the Software:
Support shall be automatically renewed monthly. Upon Subscriber’s failure to promptly pay the Subscription Fee, Subscriber shall be deemed to have cancelled the License and Support and Capstera shall no longer provide Subscriber with Support.
Support shall not include new products or modules; or assistance for Software problems that result from changes to Subscriber’s system made by Subscriber, configuration or website design.
Application as SAAS
Capstera will support and run the Application as a SAAS (Software As A Service) through the cloud.
Additional Support Options
Subscriber may also purchase separately from Capstera implementation services, training services, and other services relating to the Application pursuant to these Terms of Service.
Uptime / Downtime Commitment
Capstera will use commercially reasonable care consistent with best practices to provide the Service to Subscribers. Without limiting the foregoing, the Service will have, each month, a minimum ninety-five percent (95%) uptime and maximum five percent (5%) downtime during Peak Periods, and a minimum ninety percent (90%) uptime and maximum ten percent (10%) downtime during non-Peak Periods (except for Planned Downtime required for system enhancements, upgrades and preventative maintenance). “Planned Downtime” means the twenty-four (24) hour period between noon PST on Saturday and noon PST on Sunday. “Peak Periods” means Monday through Friday 8 AM to 5 PM CST.
Support Response Commitment
Capstera agrees that at least ninety (90%) of all Subscribers technical and administrative requests will receive initial responses within three (3) business days. Capstera shall have no liability under this section for a failure that is substantially the fault of the Subscriber or substantially due to the Subscriber controlled systems (back office systems including Single Sign-on). Capstera agrees to respond to Subscriber technical and administrative requests only.
The Capstera limited license does not give you any ownership of, or any other interest in, any Capstera intellectual property or content
General User Rights and Restrictions
All users of the Sites must comply with the following:
All users of the Site may not do the following:
Additional Subscriber Rights and Access
All general User Rights and Restrictions described above applies to Subscribers. In addition, Subscribers also have the following rights and access:
No Interference with Operation of Site
You may not use any robot, spider, scraper, or other automated means to access the Site or content or services provided on the Site for any purposes. You may not post content on the Site that contains any viruses, Trojan horses, worms, time bombs, spiders, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information. You shall not attempt to make the Site unavailable through denial-of-service attacks or similar means. You shall not use contact information provided by other Site users, or collect information about other Site users, to facilitate the sending of unsolicited bulk communications such as SPAM or SPIM or allow others use of your registration account to take such actions.
Fees & payment terms
Subscription Fees do not include any payment for the ability of users to reach the Site (e.g., telecom, hardware, software fees and expenses), only for the availability of the Site.
All Subscription Fees are paid in advance and are non-refundable. All Subscription Fees are charged at the beginning of the new billing cycle. All Subscription Fees will be billed to the credit card or Purchase Order provided by you at the current international currency conversion rate, unless specified otherwise in a separate licensing agreement. You agree to pay Capstera all currency conversion charges, any forms of tax, levy or duty of any kind, including interest and penalties for the ability to use paid content on the Site.
If using a credit card, your credit card will be automatically charged, for changes in subscription plans, the new rate on your next billing cycle, unless you elect to cancel auto renewal. If you elect to cancel auto renewal, your credit card will not be charged. The only exception to this is mid-month upgrades in service level. Any mid-month upgrade of service level will be charged for part months starting the date of activation for the new level of service.
You are responsible for keeping your payment information up-to-date. If your credit card charges or Purchase Orders are declined, you agree to pay Capstera within 10 days the missing amount, including all costs of collection, and attorney fees and costs. Capstera reserves the right to suspend your account until full payment is received.
Subscription cancellations and refunds
You can cancel your subscription any time through any of the following methods:
You can only cancel future charges associated with your subscription. All cancellations are effective the following billing cycle. We are not able to provide any full or partial refunds for current or past billing cycles.
We reserve the right to issue credits or refunds at our sole discretion. By issuing a credit or refund, we are under no obligation to issue the same or similar credit or refund in the future
We reserve the right to terminate or suspend your access to reports or terminate or suspend your subscription for any reason, with or without notice and without further obligation. You will not be entitled to a refund in these circumstances.
If any or all of our digital products are temporarily unavailable, you will not receive a refund.
Changes to Content, Access or Pricing
We reserve the right to make changes to our subscriptions and digital products at any time. If we temporarily reduce or eliminate the charge for content or access that you are currently paying for under different terms, you will not be eligible for a refund.
We also reserve the right to increase prices or restrict access. Any such changes to an existing Subscription will be preceded by timely email notifications, allowing paying users to opt out of future subscription renewals with the changed pricing or access.
Disclaimer of Warranties
The Site and the content and services made available on the Site are provided on an “as is” and “as available” basis. Capstera does not make and disclaims all express and implied warranties and representations, including, but not limited to, any implied warranty of fitness for a particular purpose, with regard to the Site, the Site content, or any advice or services provided through the Site to the extent permitted by law. Capstera does not warrant that access to the Site or its content or services will be uninterrupted or error-free, that defects in the Site will be corrected, or as to the satisfaction of any applicable government regulations requiring disclosure of information about the approval or compliance of any medical device or other regulated product software tools with regard to the Content contained on the Site.
The advice, recommendations, information, and conclusions posted or emailed by other users of the Site are not in any way vetted, approved or endorsed by Capstera, and you use such information at your own risk.
Limitation of Liability
Under no circumstances shall Capstera, its partners, contributors, agents, employees, directors, or affiliates be liable for any indirect, incidental, special, or consequential damages (even if it has been advised of the possibility of such damages) due to your use of this Site or due to your reliance on any of the content contained or the services provided on the Site.
You agree to indemnify and hold harmless Capstera, its officers, employees, agents, subsidiaries, affiliates and other partners, from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, your violation of these Terms or your use of the Site in an unlawful manner.
IN NO EVENT SHALL CAPSTERA, ITS OFFICERS, EMPLOYEES, AGENTS, SUBSIDIARIES, AFFILIATES, ITS LICENSORS, OR ANY OTHER PARTNERS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THE SITE, THE APPLICATION, THE SERVICES OR THIS AGREEMENT. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE TOTAL LIABILITY OF CAPSTERA, INCLUDING BUT NOT LIMITED TO DAMAGES OR LIABILITY ARISING OUT OF CONTRACT, TORT, BREACH OF WARRANTY, INFRINGEMENT OR OTHERWISE, SHALL NOT IN ANY EVENT EXCEED THE FEES PAID BY THE SUBSCRIBER TO CAPSTERA DURING THE TWELVE MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION AROSE. NEITHER CAPSTERA NOR ANY OF ITS LICENSORS SHALL BE LIABLE FOR LOSS OF DATA OR SYSTEM USE, DOWNTIME, GOODWILL, PROFITS OR OTHER BUSINESS LOSS, REGARDLESS OF LEGAL THEORY, PROFITS, LOSS OR INACCURACY OF DATA, OR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, EVEN IF CAPSTERA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.
Modifications to these Terms
We reserve the right to modify these Terms at any time, and without prior notice, by posting amended terms on the Site. We encourage you to review these Terms periodically for any updates or changes, which will have an update effective date.
Other Miscellaneous Terms
This Agreement and its validity, construction and effect shall be governed by the laws of the State of Texas and the laws of the United States of America.
All notices or requests shall be in writing and shall be delivered in person, sent by facsimile, or recognized commercial overnight courier. Notices shall be deemed received upon receipt of written confirmation of transmission when sent by facsimile, or signing for receipt of delivery if delivered in person or sent by overnight courier. Notices shall be sent to the parties at the address set forth in the signature block, below.
Nothing contained herein shall be construed as creating any agency, partnership, or other form of joint enterprise between the parties.
Capstera may assign this Agreement at any time to a subsidiary or parent company or to a successor to its business as part of a merger or sale of substantially all of its assets. You may not assign or transfer this Agreement.
Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of (i) any provision of any present or future law or regulation of the United State or any applicable law that applies to the subject hereof, and (ii) interruptions in the electrical supply, failure of the Internet, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, or any other cause which is beyond the reasonable control of such party.
The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and, in such event, such provisions shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.
If any provision of this Agreement is held to be unenforceable for any reason, the remaining provisions will be unaffected and remain in full force and effect.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
For any questions or comments, or to report violations of this agreement, let us know, or contact us at Legal@Capstera.com
If you wish to align your Business and IT, and link Strategy to Execution, please subscribe to Capstera’s robust business architecture and capability modeling software.