Terms of Service

1. Who these Terms bind

These Terms of Service (the “Terms”) govern access to and use of Capable, including the web application at capable.so, the stakeholder portal, the Capable connector for AI assistants, our APIs, and related support (together, the “Service”). The Service is provided by Circo, Inc., a Delaware corporation (“Capable”, “we”, “us”).

The “Customer” is the company or other organization whose cap table is managed in the Service. “You” means the Customer and, where the context requires, the individual who accepts these Terms or uses the Service.

You accept these Terms by clicking to agree, by creating a company workspace, or by using the Service. If you accept on behalf of a company, you promise that you have authority to bind it. If you do not have that authority, you are personally bound instead, and you may not use the Service for that company.

If the Customer has signed an order form or a separate written agreement with us, that document controls where it conflicts with these Terms. Our Data Processing Addendum controls on matters of personal data. The Privacy Policy, Acceptable Use Policy, and Service Level Agreement form part of these Terms.

2. What Capable is, and what it is not

Capable is software that helps a company record, track, and report its capitalization: share classes, securities, equity plans, vesting, transactions, valuations, documents, and related tasks such as electronic signatures, compliance filings, and modeling.

Capable is not a law firm, accounting firm, broker-dealer, transfer agent, funding portal, or investment adviser. We do not give legal, tax, accounting, or investment advice, and we do not recommend any transaction. Calculations, templates, reminders, models, and AI outputs are tools. They do not replace review by your own advisers.

The Customer decides whether to use the Service as its stock ledger and remains responsible for keeping accurate corporate records, obtaining board and stockholder approvals, complying with securities, tax, and employment laws, and making any required filings.

409A valuations and similar professional services are delivered by independent third-party providers under their own terms. We may pass their fees through to you, but we do not perform or guarantee their work.

3. Accounts, roles, and security of access

Each person who uses the Service needs their own account. Accounts may not be shared. You must give us accurate account information and keep it current.

The Customer controls who can access its company workspace and at which role (for example Owner, Admin, HR admin, Billing admin, or Read only). The Customer is responsible for everything done by the users it invites, and for removing access when a person should no longer have it.

You must keep sign-in methods secure, use two-factor authentication where your company requires it, and tell us promptly at security@capable.so if you believe an account has been compromised.

One person may belong to several companies, with a different role in each. Access to one company never grants access to another.

4. Stakeholder portal users

The Customer may invite its stakeholders, such as employees, advisors, and investors, to view their own holdings, vesting, documents, and tasks. Stakeholders see only what the Customer shares with them.

The Customer is responsible for having the right to share each stakeholder’s information with that stakeholder and with us, and for giving stakeholders any notices the law requires.

A stakeholder who uses the portal agrees to the Acceptable Use Policy and to Sections 3, 9, 10, 14, 15, 17, 18, and 19 of these Terms as they apply to an individual user. A stakeholder’s rights in their equity come from their agreements with the Customer, not from Capable. Questions about a grant, a vesting schedule, or a record belong with the Customer.

5. Customer data

“Customer Data” means all data and files that the Customer or its users submit to the Service, or that the Service collects from connected systems at the Customer’s direction, including stakeholder personal data.

You own Customer Data. You grant us a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, and display Customer Data only as needed to provide, secure, and support the Service, to prevent abuse, and to comply with law. This license ends when we delete the data under Section 12.

We do not sell Customer Data, use it for advertising, use it to solicit transactions from you or your stakeholders, or combine it with other customers’ data for benchmarking. Our staff access Customer Data only to provide support you ask for, to investigate security or abuse, or where the law requires it.

We may collect operational information about how the Service runs, such as error logs, performance measurements, and counts of feature usage. We use it to operate and improve the Service. It does not include the contents of your cap table.

You are responsible for the accuracy of Customer Data, for having every right and consent needed to submit it, and for reviewing the results of imports, calculations, and conversions before relying on them.

6. AI features

Some features use large language models, including the in-app assistant, import mapping, document drafting, and the connector that lets AI assistants such as Claude and ChatGPT read and propose changes to your cap table. These features are optional.

When you use an AI feature, we send the portion of Customer Data needed for that request through Vercel AI Gateway to a model provider, currently OpenAI or Anthropic, to produce the output. The providers process it under terms that prohibit training their models on it. We do not use Customer Data to train any model.

AI output can be wrong or incomplete. Review it before you rely on it. AI tools cannot change your cap table on their own: any change they propose waits for approval by an authorized admin, and both the proposal and the approval are recorded.

When you connect a third-party AI assistant to Capable, the data it retrieves is also handled under your own agreement with that assistant’s provider. You can revoke the connection at any time from your account settings.

7. Third-party services

The Service works with services we do not control, such as Google sign-in, Stripe payments, HR and payroll systems connected through Finch, AI assistants, e-mail providers, law firms, and valuation providers. Your use of them is governed by their terms. We are not responsible for their availability, accuracy, or conduct, and we may stop supporting an integration if the provider changes or ends it.

If you turn on an integration or ask us to share data with a third party, you authorize us to exchange the relevant Customer Data with that party.

8. Plans, trials, fees, and renewals

Subscriptions

Paid plans are sold per company, billed in advance, monthly or annually, at the price shown when you subscribe or in your order form. Subscriptions renew automatically for the same period unless cancelled.

Price protection

While a subscription stays active without a lapse, we will not raise the price of your plan at renewal. Upgrades, add-ons, and extra usage are charged at the prices in effect when you add them. If a subscription lapses, the current list price applies when you resubscribe.

Free trials

New companies may try paid features free for 14 days, or 30 days when migrating from another cap table provider. If you have not chosen a paid plan when the trial ends, the workspace becomes read-only and export remains available. Trial features are provided without the commitments in the Service Level Agreement.

Switching credits and promotions

Credits we offer, such as credit for prepaid fees left with a previous provider, apply only to future Capable fees, have no cash value, and follow the terms stated when offered.

Payment and taxes

You authorize us and Stripe to charge your payment method for all fees when due. Fees exclude taxes. You pay any sales, use, value-added, withholding, or similar taxes on your purchase, other than taxes on our net income.

Cancellation and refunds

You may cancel at any time in the app. Cancellation takes effect at the end of the current billing period, and you keep access until then. Fees already paid are not refundable, except where these Terms say otherwise or the law requires. We give a pro-rata refund of prepaid fees for the unused period if you terminate because of our uncured material breach, if we end the Service for convenience, or if you reject a change under Section 17.

Pass-through services

Third-party services ordered through Capable, such as 409A valuations, are billed separately, at the price quoted when you order.

9. Non-payment and suspension

Non-payment. If a charge fails, we will tell the billing contact. If the amount is still unpaid 15 days after that notice, the workspace becomes read-only: users can view and export data but cannot record new transactions. Paying the balance restores full access. If fees remain unpaid 60 days after the notice, we may terminate the subscription under Section 12.

Suspension for risk. We may suspend access for a user, an integration, or a workspace immediately if we reasonably believe that it threatens the security or integrity of the Service or other customers, that it violates the Acceptable Use Policy, or that suspension is legally required. We will limit a suspension to what is needed, tell you why unless the law or a security investigation prevents it, and restore access once the issue is resolved.

Suspension does not remove your ability to export Customer Data, unless export itself is the threat.

10. Our intellectual property and feedback

We and our licensors own the Service, including its software, design, documentation, templates, and trademarks. Subject to these Terms, we grant the Customer a non-exclusive, non-transferable right during its subscription to let its users access and use the Service for the Customer’s internal business purposes.

Parts of our cap table engine and importers are published as open-source software under the GNU Affero General Public License v3.0. That license governs those published components. These Terms govern the hosted Service.

If you send us suggestions or feedback, we may use them without obligation to you. Feedback does not include Customer Data.

We will not name the Customer as a customer in marketing without its permission.

11. Confidentiality

“Confidential Information” means non-public information one party discloses to the other that is marked confidential or that a reasonable person would treat as confidential. Customer Data is the Customer’s Confidential Information.

The receiving party will use Confidential Information only to perform under these Terms, protect it with at least reasonable care, and share it only with its employees, contractors, advisers, and sub-processors who need it and are bound by similar duties.

These duties do not apply to information that is or becomes public through no fault of the recipient, that the recipient already knew or developed independently, or that it received lawfully from someone else. A party may disclose Confidential Information when the law requires, after giving the other party notice where legally allowed so it can seek protection.

12. Term, termination, export, and deletion

These Terms last while the Customer has a workspace in the Service. The Customer may stop using the Service and cancel at any time. Either party may terminate for a material breach that the other party has not cured within 30 days after written notice. Either party may terminate immediately if the other becomes insolvent or makes an assignment for the benefit of creditors.

Export at any time. Admins can export Customer Data whenever they want, including the cap table workbook, stakeholder files, documents, certificates, and an Open Cap Table Format (OCF) bundle, without an extra fee.

After termination. Paid access ends when termination takes effect. For 90 days after that, the workspace stays available in read-only mode so admins can export Customer Data. Within 30 days after that 90-day window closes, we delete Customer Data from our production systems. Backup copies expire on their normal cycle, within a further 30 days.

We may keep limited records after deletion where the law requires or where needed to resolve disputes or enforce these Terms, such as invoices and billing records. Retained records stay subject to Section 11.

Sections 5 (ownership of Customer Data), 8 (unpaid fees), 10, 11, 12, 14, 15, 16, 18, and 19 survive termination.

13. Security and data protection

We maintain administrative, technical, and physical safeguards designed to protect Customer Data, described in the technical and organizational measures of our Data Processing Addendum and on our Security page. We will not materially weaken those safeguards during a subscription term.

We will notify the Customer without undue delay, and no later than 72 hours after becoming aware, of a breach of security that leads to unauthorized access to Customer Data.

The Data Processing Addendum applies automatically to personal data we process on the Customer’s behalf. You do not need to sign it separately, though we will countersign a copy on request.

14. Warranties and disclaimers

Each party promises that it has the authority to enter into these Terms. We promise that the paid Service will perform materially as described in our documentation. If it does not, tell us. We will use reasonable efforts to fix it, and if we cannot within 30 days, you may terminate the affected subscription and receive a pro-rata refund of prepaid fees. That is your exclusive remedy for breach of this promise.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE EXTENT THE LAW ALLOWS, WE DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT CALCULATIONS, TEMPLATES, OR AI OUTPUTS ARE CORRECT OR SUITABLE FOR YOUR CIRCUMSTANCES, OR THAT USE OF THE SERVICE SATISFIES ANY LEGAL, TAX, OR REGULATORY REQUIREMENT. BETA OR PREVIEW FEATURES ARE PROVIDED WITHOUT ANY WARRANTY.

15. Limitation of liability

TO THE EXTENT THE LAW ALLOWS, NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR BUSINESS OPPORTUNITY, EVEN IF TOLD SUCH DAMAGES WERE POSSIBLE.

TO THE EXTENT THE LAW ALLOWS, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES THE CUSTOMER PAID AND OWED FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR US$100 IF NO FEES WERE PAID.

These limits do not apply to the Customer’s obligation to pay fees, to a party’s indemnity obligations, to a party’s gross negligence, fraud, or willful misconduct, or to the Customer’s breach of the Acceptable Use Policy.

16. Indemnities

By us. We will defend the Customer against any third-party claim alleging that the Service, as we provide it, infringes that party’s intellectual property rights, and pay the resulting damages, costs, and settlements we agree to. If such a claim arises, we may modify the Service to avoid it, obtain a license, or, if neither is reasonable, end the affected subscription and refund prepaid fees for the unused period. We have no obligation for claims caused by Customer Data, by combinations with things we did not supply, or by use that breaches these Terms.

By the Customer. The Customer will defend us against any third-party claim arising from Customer Data, from the Customer’s or its users’ breach of the Acceptable Use Policy or of law, or from a dispute between the Customer and its stakeholders, investors, or employees about equity, and pay the resulting damages, costs, and settlements it agrees to.

Process. The party seeking defense must notify the other promptly, give it control of the defense and settlement, and cooperate reasonably. No settlement may impose an admission or obligation on the defended party without its consent.

17. Changes to the Service and these Terms

We improve the Service continually and may add, change, or remove features. We will not materially reduce the core functionality of a paid plan during a subscription term.

We may update these Terms. For material changes, we will notify account owners by email or in the app at least 30 days before the change takes effect, unless a change is required sooner by law. If you object to a material change, you may cancel before it takes effect and receive a pro-rata refund of prepaid fees for the unused period. Continued use after the effective date means you accept the updated Terms. The date at the top of this page shows the latest version.

18. Governing law and disputes

California law governs these Terms, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Before starting a lawsuit, a party must send a written description of the dispute to the other, and senior representatives of both will try in good faith to resolve it for 30 days.

If the dispute is not resolved, the state and federal courts located in San Mateo County, California have exclusive jurisdiction, and each party consents to venue there. Either party may seek an injunction in any court with jurisdiction to protect its intellectual property or Confidential Information.

19. General terms

Notices. We send notices to the account owner’s email address or in the app. Send legal notices to legal@capable.so, with a copy by mail to Circo, Inc., 1625 San Carlos Ave, Unit D, San Carlos, CA 94070. Email notices take effect when sent.

Assignment. Neither party may assign these Terms without the other’s consent, except that either party may assign them without consent to a successor in a merger, acquisition, or sale of substantially all of its assets, with notice. Any other attempted assignment is void.

Export controls and sanctions. You will comply with US export control and sanctions laws. You may not use the Service in, or make it available to, a country or person subject to comprehensive US sanctions or on a US restricted-party list.

Anti-corruption. Neither party has offered or received any improper payment or benefit in connection with these Terms.

US government use. The Service is commercial computer software provided to government users with only the rights granted in these Terms.

Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, such as natural disasters, war, terrorism, labor actions, government orders, internet or utility failures, or failures of third-party hosting providers, provided it uses reasonable efforts to resume performance. This does not excuse payment obligations.

Relationship. The parties are independent contractors. There are no third-party beneficiaries of these Terms.

Severability and waiver. If a provision is unenforceable, it will be enforced to the maximum extent allowed and the rest remains in effect. A failure to enforce a provision is not a waiver.

Entire agreement. These Terms, together with any order form, the Data Processing Addendum, and the policies they reference, are the entire agreement between the parties about the Service and replace all prior agreements on that subject. Terms in a Customer purchase order do not apply. If documents conflict, the order of precedence is: a signed order form or agreement, then the Data Processing Addendum for personal data, then these Terms, then the referenced policies.

Contact. Questions about these Terms: legal@capable.so. Product support: support@capable.so.