Terms of Service

Last updated: March 22, 2026

Effective Date: March 22, 2026

Capex, Inc.
199 Water Street, New York, NY 10038

These Terms of Service ("Terms") govern your access to and use of the Capex platform, website, and related services (collectively, the "Services") provided by Capex, Inc. ("Capex," "we," "us," or "our"). By accessing or using the Services, you agree to be bound by these Terms.

1. ACCEPTANCE OF TERMS

By creating an account, accessing, or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you are using the Services on behalf of a business entity, you represent and warrant that you have the authority to bind that entity to these Terms.

If you do not agree to these Terms, you must not access or use the Services.

2. DESCRIPTION OF SERVICES

Capex provides an AI-enhanced investment banking platform designed to facilitate mergers and acquisitions ("M&A") transactions for lower middle-market businesses. The Services include, but are not limited to:

(a) Deal management tools for sellers, buyers, and M&A advisors;
(b) Document management and virtual data room capabilities;
(c) AI-generated analytical materials, including valuation analyses, market assessments, and marketing documents;
(d) Communication and messaging tools between parties;
(e) Buyer matching and outreach management;
(f) Transaction workflow automation and stage tracking.

Capex acts as an M&A advisory platform and does not provide legal, tax, or accounting advice.

3. ACCOUNTS AND REGISTRATION

3.1 To use the Services, you must create an account and provide accurate, current, and complete information during registration. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

3.2 You must promptly notify Capex of any unauthorized use of your account or any other breach of security. Capex will not be liable for any loss arising from unauthorized use of your account.

3.3 You must be at least 18 years old and have the legal capacity to enter into binding agreements to use the Services. Accounts are assigned roles (seller, buyer, or advisor) that determine access to specific features and portals.

4. USER OBLIGATIONS

By using the Services, you agree to:

(a) Provide accurate, truthful, and complete information in all submissions, profiles, and communications;
(b) Comply with all applicable laws, regulations, and industry standards;
(c) Not use the Services for any unlawful, fraudulent, or malicious purpose;
(d) Not attempt to gain unauthorized access to any part of the Services, other accounts, or any systems or networks connected to the Services;
(e) Not interfere with or disrupt the integrity or performance of the Services;
(f) Not reverse engineer, decompile, or disassemble any aspect of the Services;
(g) Not upload or transmit viruses, malware, or any other harmful code;
(h) Not use the Services to transmit unsolicited communications or spam;
(i) Comply with all additional terms and agreements applicable to specific features of the Services, including engagement letters and non-disclosure agreements.

5. CONFIDENTIALITY

5.1 You acknowledge that the Services involve the exchange of confidential business information. All information designated as confidential, or that a reasonable person would understand to be confidential, must be treated as such.

5.2 You agree not to disclose, share, or use any confidential information obtained through the Services for any purpose other than evaluating or completing a transaction facilitated by the Services.

5.3 Confidentiality obligations survive termination of your account and these Terms. Specific confidentiality terms in engagement letters, NDAs, and other agreements executed through the platform shall control to the extent they conflict with this section.

6. INTELLECTUAL PROPERTY

6.1 The Services, including all software, designs, text, graphics, logos, and other content provided by Capex, are the exclusive property of Capex and are protected by intellectual property laws.

6.2 You retain ownership of any content you upload to the Services. By uploading content, you grant Capex a non-exclusive, worldwide, royalty-free license to use, store, process, and display such content solely for the purpose of providing the Services.

6.3 You may not copy, modify, distribute, sell, or lease any part of the Services or included software, nor may you reverse engineer or attempt to extract the source code of that software.

7. AI-GENERATED DOCUMENTS AND ANALYSIS

7.1 The Services use artificial intelligence to generate documents, analyses, and assessments, including but not limited to valuation analyses, market assessments, confidential information memoranda, and buyer assessments ("AI Outputs").

7.2 AI Outputs are provided for informational purposes and as starting points for professional review. They do not constitute financial, legal, tax, or investment advice. All AI Outputs should be reviewed by qualified professionals before reliance or use in any transaction.

7.3 While Capex strives for accuracy, AI Outputs may contain errors, omissions, or inaccuracies. Capex does not guarantee the accuracy, completeness, or reliability of any AI Output.

7.4 You are solely responsible for reviewing, verifying, and approving any AI Output before it is shared with third parties or used in connection with a transaction.

8. FEES AND PAYMENT

8.1 Capex charges a success fee of 4-6% on closed transactions, as specified in the applicable engagement letter between Capex and the client.

8.2 Specific fee structures, payment terms, and any additional charges are governed by the engagement letter and any other agreements executed between you and Capex.

8.3 All fees are non-refundable except as expressly provided in the applicable engagement letter.

9. LIMITATION OF LIABILITY

9.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, CAPEX AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES.

9.2 CAPEX'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO CAPEX IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM OR (B) ONE HUNDRED DOLLARS ($100).

9.3 THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND EVEN IF CAPEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Capex and its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

(a) Your use of the Services;
(b) Your violation of these Terms;
(c) Your violation of any applicable law or regulation;
(d) Any content you upload, submit, or transmit through the Services;
(e) Any transaction in which you participate through the Services;
(f) Your breach of any representation or warranty made herein.

11. TERMINATION

11.1 You may terminate your account at any time by contacting Capex at support@cap-ex.ai.

11.2 Capex may suspend or terminate your account and access to the Services at any time, with or without cause, and with or without notice. Reasons for termination may include, but are not limited to, violation of these Terms, fraudulent activity, or inactivity.

11.3 Upon termination, your right to use the Services will immediately cease. Sections of these Terms that by their nature should survive termination shall survive, including but not limited to Confidentiality, Intellectual Property, Limitation of Liability, Indemnification, and Dispute Resolution.

11.4 Termination of your account does not relieve you of any obligations arising under any engagement letter, NDA, or other agreement executed through the Services.

12. DISPUTE RESOLUTION

12.1 Any dispute arising out of or relating to these Terms or the Services shall first be resolved through good-faith negotiation between the parties.

12.2 If the dispute cannot be resolved through negotiation within thirty (30) days, it shall be submitted to binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules.

12.3 The arbitration shall take place in New York, New York. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

12.4 Each party shall bear its own costs and attorneys' fees in connection with the arbitration, unless the arbitrator determines otherwise.

12.5 Nothing in this section shall prevent either party from seeking injunctive or equitable relief in a court of competent jurisdiction to prevent irreparable harm.

13. THIRD-PARTY SERVICES

13.1 The Services may integrate with or contain links to third-party services, including but not limited to cloud storage providers, email services, and payment processors. Capex is not responsible for the content, privacy policies, or practices of any third-party services.

13.2 Your use of third-party services is governed by the respective terms and conditions of those services. Capex makes no warranties or representations regarding any third-party services.

14. SERVICE AVAILABILITY

14.1 Capex strives to maintain high availability of the Services but does not guarantee uninterrupted access. The Services may be temporarily unavailable due to maintenance, updates, or circumstances beyond our control.

14.2 THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

14.3 Capex does not warrant that the Services will meet your specific requirements, that the Services will be uninterrupted, timely, secure, or error-free, or that the results obtained from the use of the Services will be accurate or reliable.

15. MISCELLANEOUS

15.1 Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions.

15.2 Entire Agreement. These Terms, together with the Privacy Policy and any agreements executed through the Services, constitute the entire agreement between you and Capex regarding the Services.

15.3 Severability. If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.

15.4 Waiver. The failure of Capex to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

15.5 Assignment. You may not assign or transfer these Terms or your rights under these Terms without the prior written consent of Capex. Capex may assign these Terms without restriction.

15.6 Amendments. Capex reserves the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on the platform and updating the "Effective Date" above. Your continued use of the Services after such changes constitutes acceptance of the modified Terms.

15.7 Contact. If you have any questions about these Terms, please contact us at support@cap-ex.ai or at the address listed above.