Terms Of Use - Capitellio

1. Acceptance of Terms

These Terms govern your access to and use of the Services. By accessing or using the Services, you represent that you have the legal capacity to enter into a binding contract and that you accept and agree to comply with these Terms.

If you are accessing or using the Services on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not use the Services.

These Terms, together with our Privacy Policy, Cookie Policy, and any other policies or guidelines posted on the Services, constitute the entire agreement between you and Capitellio regarding your use of the Services and supersede all prior agreements and understandings.

2. Eligibility and User Representations

A. Age and Capacity Requirements

The Services are intended for use only by individuals who are at least 18 years of age and have the legal capacity to enter into binding contracts. By using the Services, you represent and warrant that:

You are at least 18 years of age;
You have the legal capacity to enter into these Terms;
You are not prohibited from accessing or using the Services under the laws of the United States or any other applicable jurisdiction;
All information you provide to us is accurate, current, and complete.

B. Accredited Investor Status

Certain features, including access to investment opportunities, are available only to accredited investors as defined under the Securities Act of 1933 and applicable state securities laws. By accessing such features, you represent that you meet applicable accredited investor requirements.

C. Competitor Restriction

If you are a direct or indirect competitor of Capitellio in relevant industries (real estate investment, property management, financial services) — or an employee, agent, or contractor of such a competitor — use of the Services is strictly prohibited unless you receive our prior written consent. Employees of competitors may use the Services for personal, non-commercial purposes only, provided information obtained is not disclosed to or used by a competitor.

D. User Representations

By using the Services, you represent and warrant that:

All information you provide is accurate, truthful, and complete;
Your use of the Services does not violate any applicable law, regulation, or contractual obligation;
You will not use the Services in connection with any fraudulent, illegal, or harmful activity;
You will not interfere with or disrupt the operation of the Services;
You have the right, power, and authority to enter into these Terms.

3. Amendments to Terms

We reserve the right to modify, amend, or update these Terms at any time in our sole discretion. When we make changes, we will update the "Last Updated" date at the top of these Terms and may provide additional notice (such as via email or a prominent notice on the Services).

Your continued use of the Services after any changes to these Terms constitutes your acceptance of the revised Terms. You are responsible for regularly reviewing these Terms to stay informed of any updates. You can access the most current version of these Terms at www.capitellio.com/terms-of-use.

If you do not agree to the revised Terms, you must discontinue your use of the Services immediately.

4. Account Registration and Security

A. Account Creation

Provide accurate, current, and complete information;
Select a unique username and strong password;
Maintain and promptly update your account information to keep it accurate and current;
Not create an account using a false identity or impersonate another person or entity.

B. Account Security

You are solely responsible for:

Maintaining the confidentiality of your account credentials;
All activities that occur under your account;
Notifying us immediately of any unauthorized access to or use of your account.

You agree not to share credentials, allow third-party access, use another person's account without permission, or create multiple accounts for yourself.

Notify us of any unauthorized use at: legal@capitellio.com.

C. Account Termination

We reserve the right to suspend or terminate accounts for violations or other reasons, with or without notice.

5. License and Intellectual Property

A. Ownership of Services

The Services and all Content (text, graphics, logos, images, videos, audio, software, data compilations, page layout, underlying code, and design) are owned by Capitellio or our licensors and are protected by applicable intellectual property laws.

B. License Grant to You

Subject to your compliance with these Terms, Capitellio grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your personal, non-commercial use and to view, download, and print Content for personal, informational, non-commercial purposes.

The license does NOT permit:

Using the Services on devices you do not own or control;
Renting, leasing, lending, selling, redistributing, or sublicensing the Services;
Copying, modifying, creating derivative works of, reverse engineering, decompiling, or disassembling the Services or Content;
Removing or obscuring copyright, trademark, or other proprietary notices.

C. Trademarks

"Capitellio," "Capitellio Capital Partners," and related logos/names are trademarks of Capitellio Capital Partners, LLC. You may not use these trademarks without prior written permission.

D. Restrictions

You may not:

Use any portion of the Content for commercial purposes without a license;
Systematically retrieve data to create a database or directory;
Access or use the Services in ways that damage, disable, overburden, or impair our servers or networks.

E. Your License to Capitellio

By submitting User Content, you grant Capitellio a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, sublicensable, transferable license to use, reproduce, adapt, distribute, and display such content in connection with the Services.

6. Prohibited Uses

You agree not to use the Services for unlawful or prohibited purposes, including but not limited to:

A. Legal and Ethical Violations

Violating laws or engaging in fraudulent, deceptive, or misleading activity;
Impersonating another person or misrepresenting affiliation;
Providing false or misleading information.

B. Harm to Others

Defaming, abusing, harassing, or otherwise violating others' legal rights;
Collecting or disclosing personal information about other users without consent;
Transmitting unlawful, hateful, or otherwise objectionable content;
Sending unsolicited advertising, spam, or other solicitations.

C. System Interference

Interfering with or disrupting the Services, servers, or networks;
Using robots, spiders, scrapers, or other automated means to access the Services;
Introducing viruses or other malicious code;
Attempting unauthorized access to systems or accounts.

D. Intellectual Property Violations

Infringing or misappropriating intellectual property rights;
Copying or creating derivative works without authorization;
Framing or mirroring any portion of the Services without express permission.

E. Competitive Activities

Competitors may not use the Services to monitor, develop, or support competitive products or purposes without prior written consent.

F. Misuse of Investment Information

Investment information from the Services may only be used to evaluate potential investments with Capitellio and not for redistribution, resale, or solicitation for other opportunities.

7. Investment Information and Disclaimers

A. No Offer or Solicitation

The information on the Services is for general informational and educational purposes only and does not constitute an offer or solicitation to buy or sell securities.

B. Not Investment, Legal, or Tax Advice

Content does not constitute professional advice. Consult your own advisors before making investment decisions.

C. Forward-Looking Statements

Forward-looking statements are based on expectations and involve risks and uncertainties; they are not guarantees of future performance. We undertake no obligation to update them.

D. Past Performance

Past performance is historical and not indicative of future results.

E. Risk Disclosure

Real estate investing involves substantial risks, including loss of capital, illiquidity, market volatility, property-specific risks, leverage and financing risks, regulatory risks, and management/operational risks. Only invest capital you can afford to lose.

F. Accredited Investor Requirement

Offerings are typically available only to accredited investors and are highly speculative and illiquid.

G. Geographic Restrictions

Offerings may not be available in all jurisdictions and may be restricted by securities laws.

H. No Registration

Securities offered are not registered with the SEC or state commissions and rely on registration exemptions (e.g., Regulation D).

8. Privacy and Data Collection

Your privacy is important. Our collection, use, and disclosure of personal information is governed by our Privacy Policy, which is incorporated here by reference.

By using the Services you consent to:

Collection and use of your personal information as described in the Privacy Policy;
Use of cookies and tracking technologies as described in the Cookie Policy;
Transfer and storage of your information in the United States and other jurisdictions.

10. Third-Party Content and Links

A. Third-Party Content

The Services may include third-party content or links. We do not control or endorse such content.

B. No Warranties

We make no representations about the accuracy, legality, or quality of third-party content or sites. They may have their own terms and privacy policies.

C. Disclaimer of Liability

Capitellio is not liable for losses arising from use of third-party content, transactions with third parties, unavailability of third-party sites, viruses on third-party sites, or actions of third parties.

11. User Submissions

A. Responsibility for Submissions

You are solely responsible for any content you submit through the Services ("Submissions"). By submitting, you represent that you own or have rights to the content and that it does not violate laws or third-party rights.

B. License to Capitellio

By submitting, you grant Capitellio a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, sublicensable, transferable license to use, reproduce, modify, distribute, and display your Submission for any purpose, including commercial uses and marketing.

C. No Confidentiality

Submissions are not treated as confidential (except personal info covered by the Privacy Policy). Do not submit confidential or proprietary information unless a separate written agreement exists.

D. No Obligation

We are not obligated to monitor, review, edit, or use Submissions and may remove or refuse any Submission at any time for any reason.

E. Prohibited Submissions

Do not submit content that is illegal, infringing, malicious, defamatory, obscene, harassing, discriminatory, spam, or otherwise unlawful or prohibited under these Terms.

12. Modifications to the Services

We may modify, suspend, discontinue, or change the Services, Content, features, or technical requirements at any time without notice or liability. Continued use after changes constitutes acceptance.

We do not guarantee uninterrupted or error-free operation and disclaim liability for inaccuracies or omissions in Content.

13. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES AND ALL CONTENT ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. THE CAPITELLIO PARTIES DISCLAIM WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

Some jurisdictions may not allow certain warranty exclusions; in those cases, such exclusions will be limited to the extent permitted by law.

14. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW:

A. No Consequential Damages

Capitellio shall not be liable for indirect, incidental, special, consequential, punitive, or exemplary damages (e.g., lost profits, business interruption, loss of data).

B. Maximum Liability

The total liability to you for all claims arising from these Terms or the Services shall not exceed the greater of (i) the amount you have paid to Capitellio in the 12 months preceding the claim, or (ii) $100.

C–F. Additional Provisions

These limitations apply even if a remedy fails of its essential purpose. They form a core part of the agreement and may be limited by state law where applicable. Your sole remedy for dissatisfaction is to stop using the Services.

15. Indemnification

You agree to indemnify, defend, and hold harmless the Capitellio Parties from any claims, liabilities, damages, losses, or expenses arising from your use of the Services, violation of these Terms, User Content, illegal activity, or negligence. This obligation survives termination. We may assume exclusive defense and control of indemnified matters.

16. Copyright and DMCA Policy

We respect intellectual property rights and respond to DMCA notices. If you believe your copyrighted work has been infringed, provide our Copyright Agent with a DMCA-compliant notice. Our full DMCA Policy is available at www.capitellio.com/dmca-policy.

We may terminate accounts of repeat infringers where appropriate.

17. Mobile Application Terms

If you use a mobile app, you are granted a limited license to download and use one copy on a single device for personal, non-commercial use. The following restrictions and terms apply:

No reverse engineering or redistribution;
App updates may install automatically; some updates may not support older devices;
Use of the App may be subject to third-party platform terms (Apple, Google Play, carriers); you are responsible for those terms;
Standard data charges from carriers may apply.

Apple- and Google-specific terms are included as provided in the original Terms.

18. Termination

A. By You

You may stop using the Services at any time. To close an account, contact legal@capitellio.com.

B. By Capitellio

We may suspend or terminate access, delete accounts or content, or refuse service for any reason, including Terms violations or legal requests.

C. Effect of Termination

Access rights immediately cease;
We may delete your account and content;
You remain liable for prior obligations;
Survival clauses include IP, disclaimers, liability limits, indemnification, and dispute provisions.

D. No Liability

We are not liable for termination of access.

19. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Wyoming, without regard to conflict of law principles. Any action must be brought exclusively in the state or federal courts located in Laramie County, Wyoming. You and Capitellio each waive any right to a jury trial and agree that claims must be brought individually (no class actions). Claims must be filed within one (1) year after they arise, or be forever barred.

20. Miscellaneous

A. Entire Agreement

These Terms (and referenced policies) constitute the entire agreement between you and Capitellio.

B. Severability

If any provision is found invalid, it will be modified or severed to preserve intent; the rest remain effective.

C. Waiver

Failure to enforce a right is not a waiver of that right.

D. Assignment

You may not assign these Terms without prior written consent. Capitellio may assign these Terms in connection with corporate transactions.

E. Force Majeure

Capitellio is not liable for performance failures caused by events beyond reasonable control (acts of God, war, pandemics, strikes, outages, hacking, third-party failures, etc.).

F. Notices

We may provide notices via posting, email, U.S. mail, or other lawful methods. Electronic notices satisfy writing requirements.

G. No Agency Relationship

These Terms do not create any agency, partnership, or employment relationship between you and Capitellio.

H. Headings

Headings are for convenience and do not affect interpretation.

I. Interpretation

"Including" means "including but not limited to." Singular includes plural and vice versa. "Days" are calendar days unless stated otherwise.

J. English Language

The English version controls over translations in case of inconsistency.

K. Survival

Certain sections (IP, Prohibited Uses, Disclaimers, Limitations, Indemnification, Governing Law, Miscellaneous) survive termination.

L. Export Control

Use and export of the Services must comply with U.S. export laws. You represent you are not in embargoed countries or on restricted lists.

M. Government End Users

For U.S. Government end users, the Services are "Commercial Items" as defined in applicable FAR/DFARS clauses and are licensed accordingly.

N. California Residents

California residents may request these Terms be mailed by contacting the address in Contact Information. Consumer rights notice under California Civil Code Section 1789.3 is included.

O. International Use

Services are controlled from the U.S.; accessing them from other locations is at your own risk and subject to local laws.

P. Proprietary Information

Services and Content are confidential and proprietary to Capitellio; you agree to maintain confidentiality where applicable.

Q. Relationship with Investment Documents

In case of conflict, separate investment documents (PPMs, subscription agreements, operating agreements) control with respect to investments.

R. Contact for Disability Accommodations

For disability accommodations, contact legal@capitellio.com.

S. Feedback

Providing feedback grants Capitellio a royalty-free, transferable license to use it.

T. Taxes

You are responsible for taxes related to your use of the Services.

U. No Third-Party Beneficiaries

Except as expressly stated (e.g., Apple), Terms do not confer rights on third parties.

V. Electronic Signatures

Your use of the Services may constitute an electronic signature with the same legal effect as a handwritten signature.

W. Equitable Remedies

Breaches may cause irreparable harm; Capitellio may seek injunctive relief without bond.

21. Contact Information

Capitellio Capital Partners, LLC
Attention: Legal Department
3225 McLeod Dr., Suite 100
Las Vegas, NV 89121
Email: legal@capitellio.com
Phone: +1 (725) 208-3133

For specific inquiries:

Investment Opportunities: invest@capitellio.com
Technical Support: info@capitellio.com
Privacy Concerns: legal@capitellio.com
Copyright Issues: legal@capitellio.com

Acknowledgment

BY CLICKING "I ACCEPT," BY ACCESSING OR USING THE SERVICES, OR BY CREATING AN ACCOUNT, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE SERVICES.