Terms of service

1. The agreement

These Terms of Service (the “Terms”) are a contract between you and CapSign Inc., a Delaware corporation (“CapSign,” “we,” “us”). They govern your use of capsign.com, app.capsign.com, our APIs, emails, and any related software or services (together, the “Services”).

By creating an account, accepting an invitation, signing a document, or otherwise using the Services, you agree to these Terms and to our Privacy policy. If you use the Services on behalf of a company, fund, or other organization, you represent that you are authorized to bind it, and “you” includes that organization. If you do not agree, do not use the Services.

2. Eligibility and accounts

You must be at least 18 years old and able to form a binding contract. You may not use the Services if you are located in, or are a resident or national of, a country or region subject to comprehensive U.S. sanctions, or if you are on a U.S. government restricted-party list.

You sign in with your email address and a passkey. You are responsible for keeping your devices, passkeys, and any recovery phrases secure, and for all activity under your account. Tell us promptly at legal@capsign.com if you believe your account has been compromised. Information you give us must be accurate and kept up to date.

3. What the Services do

CapSign provides software that private companies, their holders, and their investors use to keep and act on a company’s records. Depending on your role, this includes:

• A cap table and register of record for corporations, LLCs, and partnerships, with Open Cap Format import and export
• Equity plans, grants, vesting, exercises, transfers, convertibles, and corporate actions
• Native electronic signatures with audit trails and completion certificates
• Board and member consents and other governance workflows
• Filing and compliance reminders, valuation records, 83(b) tracking, and tax reporting helpers
• Payment tracking, including wire references and, where available, escrow instructions
• A stakeholder portal where holders and investors can see their own holdings and documents
• A public directory of private companies
• Tools for companies to conduct their own private placements, including data rooms, NDAs, identity and accreditation checks, and subscription agreements
• Optional onchain registers on the Base network

The core Services are free. If we introduce optional paid services, we will describe their prices before you buy them, and separate terms may apply. We may add, change, or remove features over time.

4. What CapSign is not

CapSign provides software. The company is offering the securities. CapSign is not a broker-dealer and does not recommend or sell securities. In any placement, the company is offering the securities. CapSign does not solicit investors, negotiate terms, handle investor funds, or receive compensation based on whether a placement succeeds or how much it raises.

CapSign is also not a registered transfer agent, an investment adviser, a funding portal, an exchange or alternative trading system, a bank or money transmitter, a law firm, or an accounting firm. Nothing in the Services is legal, tax, accounting, or investment advice. Templates, reminders, calculations, due dates, and other information are provided for convenience and may not fit your situation. Consult your own advisers before acting.

A company that uses CapSign remains responsible for its own books and records, its stock ledger, its securities law compliance, its filings, and the accuracy of everything it records in the Services.

5. Company workspaces and roles

A company workspace is controlled by the company. Its owners and admins decide who has access and with what role (for example admin, counsel, or viewer), and can invite holders and investors to see their own information. You must only invite people the company is entitled to share information with.

When a company records information about its holders, employees, or investors, the company is responsible for having the right to provide that information and for giving any notices the law requires. CapSign processes that information on the company’s behalf, as described in our Privacy policy.

If you are a holder or investor, the company, not CapSign, decides what is recorded about your securities. Ask the company to correct anything you believe is wrong.

6. Private placements

Companies may use the Services to conduct offerings they believe are exempt from registration, such as under Rule 506(b) or Rule 506(c) of Regulation D. The company chooses the exemption, sets the terms, prepares the offering documents, decides whom to accept, and is solely responsible for complying with securities laws, including Form D, state notice filings, bad actor rules, and any limits on general solicitation. Offerings under Rule 506(b) are never shown in the public directory.

If you invest, you do so directly with the company, under agreements between you and the company. CapSign does not review the merits of any offering, does not verify the company’s statements, and does not endorse any company or security. Private securities are speculative, illiquid, and subject to transfer restrictions, and you may lose your entire investment.

Companies may require investors to sign an NDA before entering a data room. Those NDAs are between the investor and the company. Information in a data room belongs to the company and may only be used to evaluate the offering.

7. Identity and accreditation checks

The Services may ask you to verify your identity, or a company’s identity, and may ask investors to provide evidence of accredited investor status, such as tax returns, account statements, professional licenses, or a letter from a CPA, attorney, registered investment adviser, or broker-dealer. You agree to provide accurate, complete, and current information and documents.

Checks may be performed by CapSign or by third-party providers. A completed check means the information submitted met the applicable test at the time it was reviewed. It is not a guarantee of anyone’s identity, status, or suitability, and the company remains responsible for its own determination that each purchaser is eligible.

8. Electronic signatures and records

You agree to receive documents and notices electronically and to sign documents electronically. Your electronic signature, adopted by typing your name and confirming your intent, has the same effect as a handwritten signature under the U.S. ESIGN Act, the Uniform Electronic Transactions Act, and similar laws.

Each signed document carries an audit trail and completion certificate that records signers, email addresses, timestamps, and related technical information. You may withdraw your consent to electronic records by contacting the party that sent you the document, but withdrawal does not affect documents you have already signed. Keep your email address current so you receive signing requests and notices.

Some documents, filings, and jurisdictions require wet signatures, notarization, witnesses, or specific formats. You are responsible for confirming that an electronic signature is appropriate for each document.

9. Onchain registers

A company can keep its register on CapSign or record it on the Base blockchain. Onchain registers currently run on the Base Sepolia test network. Records on a test network have no legal or monetary value on their own and may be reset. We may offer Base mainnet later.

• Keep it on CapSign. Nothing is published onchain. The register lives in CapSign with a signed hash receipt.
• Public onchain. Each share class is a token, and every holding is a public lot. Anyone can see each lot’s holder wallet address, share count, cost basis, and issue date.
• Confidential onchain. The company’s own register contract holds encrypted holdings. The chain sees commitments and a root, not holders or amounts. Until a company takes custody of its viewing key, CapSign can read the encrypted records. After it takes custody, only the company’s admins can, and neither CapSign nor anyone else can recover a lost key or recovery phrase.

Blockchain records are public and permanent. Once a transaction is confirmed, neither CapSign nor the company can edit or delete it. Corrections are made by recording new transactions. A company should choose an onchain mode only after considering what will become public and its obligations to its holders. CapSign pays network fees for transactions it submits.

Blockchain networks, smart contracts, and wallets carry risks, including software bugs, network outages or forks, changes to the underlying protocols, and lost keys. CapSign does not control the Base network. Tokens that represent securities remain subject to the company’s governing documents, transfer restrictions, and applicable law, and are not offered or sold by CapSign.

10. Payments, banking, and escrow

The Services help companies and investors track payments, for example by generating wire references and recording when funds arrive. Unless we tell you otherwise in the Services, funds move directly between investors and the company through their own banks, and CapSign never holds, receives, or transmits them.

Escrow features currently run in a sandbox where no real money moves. If we enable live escrow, funds will be held by a partner bank in the company’s name, CapSign will only send instructions, and additional terms from us and the partner bank will apply. You are responsible for confirming payment instructions before sending money. CapSign will never ask you to wire funds to an account in CapSign’s name for an investment.

11. The public company directory

The directory lists private companies. A listed company’s page shows facts drawn from public records and other public sources, such as its legal name, headquarters, industry, and website. CapSign is not affiliated with a listed company, and a listing is not an endorsement or a statement that the company uses CapSign.

A company is claimed when a confirmed officer, using a work email on the company’s domain, takes control of its page, and verified when it also keeps its cap table of record on CapSign. Only claim a company you are authorized to act for. Capitalization figures appear only if the company opts in, and holder names and individual holdings are never public. Verification is not an endorsement of a company’s valuation or investment quality.

If you represent a company and believe its page is inaccurate, or want it removed, contact legal@capsign.com. We may decline requests that would remove accurate public information, and we may edit or remove listings at our discretion.

12. Your content

You and your company keep all rights to the information, documents, and other content you submit (“Content”). You grant CapSign a worldwide, non-exclusive, royalty-free license to host, store, copy, process, transmit, and display Content only as needed to provide, secure, and improve the Services, to follow your instructions, and to comply with law. When you share Content with other users, such as holders, investors, or signers, they can see it according to the permissions you set.

You represent that you have the rights needed to submit your Content and that it does not violate any law or anyone’s rights. We may use aggregated, de-identified data that does not identify you, any individual, or any company to operate and improve the Services. If you send us feedback, we may use it without obligation to you.

13. Acceptable use

You agree not to:

• Break the law, including securities, anti-money laundering, sanctions, privacy, and anti-fraud laws
• Record false or misleading information, impersonate anyone, or claim a company you are not authorized to represent
• Use the Services to act as an unregistered broker-dealer or to solicit investors for offerings that are not your own
• Upload malware, or content that infringes intellectual property or privacy rights
• Access accounts, workspaces, or data you are not authorized to access, or probe, scan, or test our systems without written permission
• Scrape, bulk download, or resell the directory or other data, except through APIs we provide and under their terms
• Interfere with or overload the Services, or work around rate limits, access controls, or bot protections
• Copy, reverse engineer, or build a competing product from the Services, except where the law expressly allows it

14. Third-party services

The Services rely on, and may link to, services we do not control, such as hosting and email providers, verification providers, banks, blockchain networks, and accounting software you choose to connect. Your use of third-party services may be subject to their terms. CapSign is not responsible for third-party services, though we choose and oversee our own service providers carefully.

15. Test networks, sandboxes, and early features

Some features are labeled as sandbox, test, beta, or preview, including onchain registers on Base Sepolia and escrow. These features may be incomplete, may change or be withdrawn without notice, and are provided as is. Do not rely on them as your only record or to move real money.

16. CapSign’s intellectual property

The Services, including our software, design, text, and trademarks, are owned by CapSign or its licensors. Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable right to use the Services for their intended purpose. Open-source components are licensed under their own terms. All rights not expressly granted are reserved.

17. Suspension, termination, and export

You may stop using the Services at any time. A company can export its register as Open Cap Format and download its documents before it leaves. We may suspend or end your access if you breach these Terms, if required by law, or if your use creates risk for CapSign, other users, or third parties. Where practical, we will give notice and a reasonable opportunity to export your company’s records.

After an account or workspace closes, we may retain information as described in our Privacy policy, including signed documents, audit trails, and securities records that must be kept. Onchain records cannot be deleted. Sections that by their nature should survive termination will survive.

18. Disclaimers

The Services are provided “as is” and “as available.” To the fullest extent permitted by law, CapSign disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, title, non-infringement, and accuracy. CapSign does not warrant that the Services will be uninterrupted, error-free, or secure, that any information, calculation, or due date is complete or correct, or that any offering complies with law.

19. Limitation of liability

To the fullest extent permitted by law, CapSign and its affiliates, officers, employees, and suppliers will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or investment value, arising out of or relating to the Services or these Terms, even if advised of the possibility of such damages.

CapSign’s total liability for all claims arising out of or relating to the Services or these Terms will not exceed the greater of (a) the amounts you paid CapSign for the Services in the 12 months before the claim arose and (b) one hundred U.S. dollars.

Some jurisdictions do not allow these limits, so some of them may not apply to you.

20. Indemnification

You will defend, indemnify, and hold harmless CapSign and its affiliates, officers, and employees from any third-party claims, damages, losses, and expenses, including reasonable attorneys’ fees, arising from your Content, your use of the Services, your offering of securities, your violation of law or these Terms, or your violation of anyone’s rights.

21. Governing law and disputes

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law rules. Before filing a claim, you agree to contact us at legal@capsign.com and try in good faith to resolve the dispute informally for at least 30 days.

Any dispute that is not resolved informally will be brought exclusively in the state or federal courts located in Delaware, and you and CapSign consent to their personal jurisdiction. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

22. Changes to these Terms

We may update these Terms. If a change is material, we will notify you by email or in the Services at least 30 days before it takes effect, unless the change is required by law or addresses a security issue. Continuing to use the Services after a change takes effect means you accept it. The date at the top shows when these Terms last changed.

23. General

These Terms, together with any additional terms you accept for specific features, are the entire agreement between you and CapSign about the Services. You may not assign these Terms without our consent. We may assign them in connection with a merger, acquisition, or sale of assets. If any provision is unenforceable, the rest remains in effect. Our failure to enforce a provision is not a waiver. Neither party is liable for delays caused by events beyond its reasonable control. Notices to you may be sent to the email address on your account. If we provide these Terms in other languages, the English version controls.

24. Contact

Questions about these Terms can be sent to legal@capsign.com or by mail to CapSign Inc., 288 Pearl Street, Monterey, CA 93940.