User
Agreement.

1. Acceptance Of Agreement

Please carefully review this Agreement before using Capura Services, or accessing any data thereon. If you do not agree to these terms, you may not access or use the Mobile App, capuratech.com or the Services. To be eligible to use Capura Services and to accept the Agreement, you must be 1) a legal resident of the United States, or 2) of legal age to form a binding contract with Capura, and 3) not prohibited by law from using the Capura Services.

2. Modification of This Agreement

Capura reserves the right to amend this Agreement at any time and will notify you of any such changes by posting the revised Agreement on its website, capuratech.com. You should check this Agreement on capuratech.com periodically for changes. All changes shall be effective upon posting. We will date the terms with the last day of revision. Your continued use of Capura Services after any change to this Agreement constitutes your agreement to be bound by any such changes. Capura may terminate, suspend, change, or restrict access to all or any part of Capura Services without notice or liability.

3. Privacy Policy

Capura maintains a Privacy Policy, and it details how we handle and protect data. We fully incorporate our Privacy Policy into this Agreement. Note that we reserve the right to update the Privacy Policy at our discretion, and that any changes made to our Privacy Policy are effective when the updates are live on capuratech.com.

4. Minimum Technology Requirements To Access Services

To access and use the Mobile App and Services, you must have a mobile device with access to the Internet running either Apple iOS 15.5 or higher, or Android 9 or higher. You must also have a valid email address and sufficient storage space to install any required mobile application. Capura’s mobile applications are available on the Apple App Store (for Apple devices) and Google Play Store (for Android devices).

5. User Information

To access Capura’s Services, you must create a Mobile App user account with Capura. This process will include creation of a Login ID and password to access the Mobile App and the Services. When you sign up for a user account, you agree to provide accurate, current and complete information - such as your name, mailing address, and email address - as may be prompted by any registration forms available through the Mobile App, in connection with the Services or as otherwise requested by Capura’s for such information (“User Information”). You further represent that you are a legal owner of, and that you are authorized to provide us with, all User Information and other information necessary to facilitate your use of the Mobile App and Services.

In order to use certain Services, Capura may be required to verify your identity. You authorize us to make any inquiries we consider necessary to validate your identity. If you do not respond to such inquiries or we cannot verify your identity, we can refuse to allow you to use the Mobile App and/or Services. Should any of your User Information change, you agree that you will update this information as soon as possible. To update your User Information, you may go to the Profile section of the Wage Lift app, click on “Settings,” and update your User Information accordingly. Should you believe or have reason to believe that any of your User Information, including your Login ID and/or password, has been compromised, or that another person is accessing your user account through some other means, you agree to notify us as soon as possible at contact@capuratech.com.

6. Third Party and Capura Banking Information

To use the Services, you direct Capura to retrieve your account transaction history, balance information, and/or other information maintained by third-parties which are your personal accounts you own, manage and engage in financial transactions with (“Third-Party Account Information”). Capura works with one or more third-party service providers to access this Third-Party Account Information. We will use this information to provide you with the Services you request, for our own internal business purposes, and to offer you other Capura products and services that may be of interest to you. By using the Services, you authorize Capura to access this information maintained by identified third parties, on your behalf as your agent, and you expressly authorize such third parties to disclose your information to us. By consenting to this Agreement, you are also agreeing that you are responsible for keeping any passwords and usernames you provide to us so we can retrieve this Third-Party Account Information, and for keeping those passwords and usernames up to date in the Mobile App. With the exception of information related to your Capura Accounts, Capura does not review the Third-Party Account Information for accuracy, legality or non-infringement, and Capura is not responsible for your Third-Party Account Information or products and services offered by or on third-party sites.

You acknowledge that any Third-Party Account Information that is displayed through the Services will be the information we most recently accessed, and that this information may not reflect pending transactions or other recent activity.

7. Services Offered

Capura offers a variety of services and features collectively referred to in this Agreement as the “Services". Services available to you are detailed in the App and may include:

Personal Financial Management Services – A suite of services and features that can assist you in managing your budget, avoiding overdrafts, credit monitoring and more.

Capura is not a financial advisor or a financial planner. We do not make any representations or guarantees that our Services are right for you.

7.1 Memberships and Subscriptions Fees

Capura, at its discretion, may limit access to Services based on factors, including your membership classification and fee. Some Services may be available at no charge, while access to others may require a monthly fee (“Membership Fee”), which is detailed in your Recurring Payment Authorization Agreement and the Mobile App (“Authorization”). Any changes to available Services will be communicated to you in advance (allowing you time to cancel your membership) and will be reflected in the Mobile App.

The Membership Fee, if applicable, will be automatically debited pursuant to your Authorization. Capura will attempt to collect the fee when you have available funds, but makes no warranties that an overdraft will not occur. If the debit fails, you authorize Capura to continue to attempt collection or to process any failed or missed Membership Fee charges together with the following month's fee.

If you wish to cancel your subscription, you may do so at any time on the Wage Lift Mobile App or by emailing contact@capuratech.com. You must cancel a minimum of 3 business days before your next subscription fee is charged in order to avoid billing for the subsequent month.

8. SMS Messaging and Telephone Calls

You consent to receive SMS messages (including text messages), and telephone calls (including prerecorded and artificial voice and autodialed) from us, with service-related information such as alerts, or questions about your use of the Services and/or Mobile App. You certify, warrant and represent that the telephone number you have provided to us is your contact number and not someone else’s. You represent that you are permitted to receive calls and text messages at the telephone number you have provided to us. Capura may use such means of communication described in this section even if you will incur costs to receive such phone messages, text messages, emails or other means. Visit our Privacy Policy to learn more about how we protect and share your data. Carriers are not liable for delayed or undelivered messages. We may modify or terminate our SMS messaging services from time to time, for any reason, and without notice, including the right to terminate SMS messaging with or without notice, without liability to you.

9. Limitations of Use

You agree to use the Mobile App, capuratech.com and Services only for lawful purposes. You are prohibited from any use of the Services or Mobile App that would constitute a violation of any applicable law, regulation, rule or ordinance of any nationality, state, or locality or of any international law or treaty, or that could give rise to any civil or criminal liability. Any unauthorized use of the Mobile App or Services, including but not limited to unauthorized entry into Capura’s systems, misuse of passwords, or misuse of any information posted on the Mobile App, capuratech.com or through the Services is strictly prohibited. Capura makes no claims concerning whether use of the Mobile App, capuratech.com or Services is appropriate outside of the United States. If you access the Mobile App, capuratech.com or the Services from outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. You agree you will not 1) try to reverse engineer, disassemble, decompile, or decipher the Mobile App, capuratech.com or the Services or software making up the Mobile App, capuratech.com and Services, 2) navigate or search the Mobile App, capuratech.com or Services with any tool, software, agent, engine or other means (including bots, avatars, intelligent agents, or spiders), 3) use a means other than Capura’s provided interface to access the Mobile App, capuratech.com or the Services, 4) use the Mobile App, capuratech.com or the Services in a way that could impair, overburden, damage, or disable any portion of the Mobile App, capuratech.com or Services, or 5) mirror any material contained on the Mobile App, capuratech.com or the Services.

Capura Tech reserves the right to take various actions against you if we believe you have engaged in activities restricted by this Agreement or by laws or regulations, and Capura also reserves the right to take action to protect Capura Tech Inc., other users, and other third parties from any liability, fees, fines, or penalties. We make take actions including, but not limited to: 1) updating information you have provided to us so that it is accurate, 2) limiting or completely closing your access to the Mobile App, capuratech.com or the Services, 3) suspending or terminating your ability to use the Mobile App, capuratech.com or the Services on an ongoing basis, 4) taking legal action against you, 5) holding you liable for the amount of Capura’s damages caused by your violation of this Agreement.

10. Trademarks and Intellectual Property Rights

The Mobile App, capuratech.com and the Services (collectively, "Capura Content") are owned and operated by Capura. All content, visual interfaces, information, graphics, design, compilation, computer code, products, software, services, text, data, contents, names, trade names, trademarks, trade dress, service marks, layout, logos, designs, images, graphics, illustrations, artwork, icons, photographs, displays, sound, music, video, animation, organization, assembly, arrangement, interfaces, databases, technology, and all intellectual property of any kind whatsoever and the selection and arrangement thereof including the technology relating to any of the foregoing and any content created or derived therefrom (collectively, the “Capura Materials”) are owned exclusively by Capura or the licensors or suppliers or partners of Capura and are protected by U.S. copyright, trade dress, trade secret, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Nothing in the Capura Content should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Capura Materials displayed in the Capura Content, without our prior written permission in each instance. You may not use, copy, display, distribute, imitate, modify or reproduce any of Capura Materials found in Capura Content unless in accordance with written authorization by us. Capura prohibits use of any of the Capura Materials as part of a link to or from Capura Content unless establishment of such a link is approved in writing by us in advance. Any questions concerning any Capura Materials, or whether any mark or logo is a Capura Material, should be referred to Capura. All rights related to the Capura Materials are hereby reserved.

You agree that the Capura Materials may not be copied, reproduced, distributed, republished, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the express prior written consent of Capura. You acknowledge that the Capura Materials are and shall remain the property of Capura. You may not modify, participate in the sale or transfer of, or create derivative works based on any Capura Materials, in whole or in part.

The registered and unregistered trademarks, service marks and logos used and displayed on Capura Content are trademarks of Capura (the "Trademarks"). Other trademarks, service marks and trade names may be owned by others. Nothing on Capura Content should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark or any other Capura intellectual property displayed, contained or included in, or otherwise a part of or derived from, any Capura Content. The names “Capura”, “Wage Lift” and any other Trademarks shall not be used in any way, including in advertising or publicity pertaining to distribution of materials on Capura Content, without prior written permission from Capura Tech Inc.

14. Termination Capura may terminate this Agreement or suspend or terminate your access to and use of the Mobile App, capuratech.com, and/or the Services at any time for any reason, without providing a warning or prior notice. The following provisions of this Agreement shall survive termination of your use or access to the Mobile App, capuratech.com, or the Services: the sections concerning Indemnification, Disclaimer of Warranties, Limitation of Liability, Governing Law and Venue, Waiver, Dispute Resolution by Binding Arbitration, and General Provisions, and any other provision that by its terms survives termination of your use or access to the Mobile App, capuratech.com, or the Services.

Capura further reserves the right to modify or discontinue, either temporarily or permanently, any portions or all of the Mobile App, capuratech.com or Services at any time with or without notice.

15. Disclaimer of Warranties

THE MOBILE APP, CAPURATECH.COM AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, CAPURA AND ALL OF ITS SUCCESSORS, PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, STOCKHOLDERS, INVESTORS, EMPLOYEES, AGENTS, REPRESENTATIVES AND ATTORNEYS AND THEIR RESPECTIVE HEIRS, SUCCESSORS, ASSIGNS, LICENSORS AND SUPPLIERS INCLUDING PAYMENT CARD NETWORKS AND PAYMENT PROCESSORS (COLLECTIVELY, THE “ CAPURA PARTIES”) EXPRESSLY MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, STATUTORY, OR IMPLIED AS TO THE CONTENT OR OPERATION OF THE MOBILE APP, CAPURATECH.COM OR THE SERVICES. YOU EXPRESSLY AGREE THAT YOUR USE OF THE MOBILE APP, CAPURATECH.COM OR THE SERVICES IS AT YOUR SOLE RISK. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

THE CAPURA PARTIES MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, ADEQUACY, TIMELINESS, RELIABILITY, COMPLETENESS, OR USEFULNESS OF ANY OF THE INFORMATION OR CONTENT ON THE MOBILE APP, CAPURATECH.COM, OR THE SERVICES, AND EXPRESSLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE. THE CAPURA PARTIES MAKE NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT THE MOBILE APP, CAPURATECH.COM OR SERVICES ARE FREE OF VIRUSES, BUGS, DEFECTS, ERRORS, OR OTHER COMPUTING ROUTINES THAT CONTAIN DAMAGING OR OTHERWISE CONTAMINATING PROPERTIES, OR PROGRAMS INTENDED TO INTERCEPT OR STEAL PERSONAL OR SYSTEM DATA.

Please note, the ability to exclude warranties varies in different jurisdictions. To the extent that a jurisdiction places limits on the ability for a party to exclude warranties, these exclusions exist to the extent permitted by law. Because of this jurisdictional variance, some of the above exclusions may not apply to you.

16. No Legal Tax or Financial Advice; Alerts

CAPURA DOES NOT INTEND TO PROVIDE YOU WITH ANY LEGAL, TAX, OR FINANCIAL ADVICE THROUGH THE MOBILE APP, CAPURATECH.COM OR THE SERVICES. CAPURA IS NOT A LAWYER, TAX ADVISOR, BROKER, OR FINANCIAL PLANNER. CAPURA ENCOURAGES YOU TO CONSIDER CONSULTING AN ACCOUNTANT OR OTHER FINANCIAL ADVISOR AWARE OF YOUR INDIVIDUAL CIRCUMSTANCES BEFORE IMPLEMENTING ANY FINANCIAL STRATEGY OR MAKING OTHER FINANCIAL DECISION. CAPURA WILL MAKE REASONABLE EFFORTS TO PROVIDE TIMELY AND ACCURATE ALERTS TO YOU, BUT YOU ACKNOWLEDGE AND UNDERSTAND THAT ALERTS MAY BE DELAYED OR PREVENTED FOR VARIOUS REASONS. CAPURA DOES NOT GUARANTEE THE DELIVERY, ACCURACY, OR TIMELINESS OF ALERTS. FURTHER, CAPURA IS NOT LIABLE FOR ANY ERRORS IN THE DELIVERY OR CONTENT OF AN ALERT, AND CAPURA IS NOT LIABLE FOR ACTIONS YOU TAKE, OR DO NOT TAKE, IN RELIANCE ON ALERTS. CAPURA IS NOT LIABLE FOR ANY THIRD PARTY RELIANCE ON ALERTS.

17. Limitation of Liability THE CAPURA PARTIES WILL NOT BE RESPONSIBLE, UNDER ANY CIRCUMSTANCES, TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED, OR PUNITIVE DAMAGES, INCLUDING DAMAGES UNDER WARRANTY, CONTRACT, TORT, NEGLIGENCE, OR ANY OTHER CLAIMS, ARISING OUT OF OR RELATING TO YOUR USE OF THE MOBILE APP, CAPURATECH.COM OR THE SERVICES, THE CAPURA MATERIALS, OR ANY CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE MOBILE APP, CAPURATECH.COM OR THE SERVICES, EVEN IF CAPURA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE CAPURA PARTIES WILL ALSO NOT BE LIABLE TO YOU FOR ANY USE OF INFORMATION, DATA, OR OTHER MATERIAL TRANSMITTED VIA THE MOBILE APP, CAPURATECH.COM OR THE SERVICES, OR FOR ANY ERRORS, DEFECTS, INTERRUPTIONS, DELETIONS, OR LOSSES RESULTING FROM, INCLUDING LOSS OF PROFIT, REVENUE, OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO, OR USE OF, THE MOBILE APP, CAPURATECH.COM OR THE SERVICES. IN NO EVENT WILL THE CAPURA PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED USD $1,000 (ONE THOUSAND UNITED STATES DOLLARS). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE MOBILE APP, CAPURATECH.COM OR THE SERVICES OR WITH THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF OUR SERVICES.

18. Indemnification To the fullest extent permitted by law, you agree to indemnify, defend and hold harmless the Capura Parties from and against any and all claims, losses, expenses, demands or liabilities, including reasonable attorneys’ fees arising out of or relating to (i) your access to, use of or alleged use of the Mobile App, capuratech.com or the Services; (ii) your violation of this Agreement or any representation, warranty, or agreements referenced herein, or any applicable law or regulation; (iii) your violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any disputes or issues between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim. You shall cooperate as fully as reasonably required in the defense of any such claim. Capura reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you. You agree not to settle any matter without the prior written consent of Capura.

19. Dispute Resolution By Binding Arbitration

PLEASE READ THIS SECTION 19 (THE “ARBITRATION AGREEMENT”) CAREFULLY AS IT IMPACTS HOW LEGAL DISPUTES BETWEEN YOU AND US ARE RESOLVED. YOU HAVE THE RIGHT TO OPT OUT OF THIS ARBITRATION AGREEMENT, AS PROVIDED IN SECTION 19.3 BELOW.

19.1 Election to Arbitrate

Subject to the terms of this Arbitration Agreement, you and Capura agree that any disagreement, controversy, or claim arising out of or relating in any way to the Services or Capura Content, your access to or use of the Services or Capura Content, any communications you receive, any products sold or distributed through the Mobile App or capuratech.com, or the Agreement and prior versions of the Agreement (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that you and Capura may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court. For purposes of this Arbitration Agreement, “Dispute” will also include disputes regarding known or unknown claims that were not noticed prior to you first becoming subject to this Agreement but that involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement. Disputes are subject to arbitration under this Arbitration Agreement regardless of whether they arise from contract; tort (intentional or otherwise); a constitution, statute, common law, or principles of equity; or otherwise. Disputes include matters arising as initial claims, counter‐claims, cross-claims, third-party claims, or otherwise. The term “Dispute” is to be given the broadest possible interpretation permitted by law.

19.2 Applicability of the Federal Arbitration Act

This Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., (the “FAA”) will govern the interpretation and enforcement of this Arbitration Agreement, including the procedures governing Batch Arbitration in Section 19.9, and any arbitration. The arbitrator in any arbitration hereunder will apply substantive law consistent with the FAA.

19.3 60-Day Right to Opt-Out of Arbitration Agreement

You have the right to opt out of this Arbitration Agreement by sending a written notice of your decision to opt out to contact@capuratech.com (“Opt-Out Notice”), within sixty  (60) days after first becoming subject to this Arbitration Agreement. Your Opt-Out Notice must clearly state that you want to opt out of this Arbitration Agreement, identifying the Arbitration Agreement by date; provide your name and address, and the email address and the phone number you used to set up your Capura account, and be electronically signed by you. No other methods can be used to opt out of this Arbitration Agreement.  Any Opt-Out Notice will be effective only if you send it yourself, on an individual basis, and opt out notices from any third-party purporting to act on your behalf will have no effect on your or our rights. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any arbitration agreements that you may currently have with us, including any previous versions of this Arbitration Agreement to which you agreed and did not timely opt out, which will remain in effect, and has no effect on any arbitration agreements with us you may enter in the future.

19.4 Informal Dispute Resolution

If a Dispute arises, our goal is to work with you to reach a prompt, low-cost, and mutually beneficial resolution. If we are unable to do so, this Arbitration Agreement provides a neutral and cost effective means to resolve the Dispute quickly.  You and we agree to participate in good faith informal efforts to resolve Disputes before starting an arbitration or initiating an action in small claims court (“Informal Dispute Resolution”). You and Capura agree that as part of these efforts, either party has the option to ask the other to meet and confer telephonically (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you must also personally participate.

To initiate Informal Dispute Resolution, a party must give notice in writing to the other party (“Notice”). Such Notice to Capura should be sent by email to contact@capuratech.com. The Notice must include: (1) your name, telephone number, mailing address, and email address associated with your account (if you have one); (2) the name, telephone number, mailing address and email address of your counsel, if any; and (3) a description of the Dispute. Capura will send Notice, including a description of the Dispute, to your email address or regular address on file. It is your responsibility to ensure your email and regular address are correct and remain up to date.

The Informal Dispute Resolution process lasts forty-five (45) days and is a mandatory precondition to commencing arbitration. During this period, either party has the option to ask the other to participate in an Informal Dispute Resolution Conference as part of a good faith effort to resolve the Dispute. The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms or organizations represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree.

The statute of limitations and any filing deadlines shall be tolled while the parties engage in Informal Dispute Resolution.

19.5 Arbitration Procedures, Rules, and Forum

If Informal Dispute Resolution does not resolve satisfactorily within forty-five (45) days after receipt of a Notice, you and Capura agree that either party shall have the right to finally resolve the Dispute through binding arbitration.

The arbitration will be administered by the National Arbitration & Mediation ("NAM”) in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedure (the “NAM Comprehensive Rules”) in effect at the time of arbitration , except as supplemented, where applicable, by the NAM Mass Filing Supplemental Dispute Resolution Rules and Procedures (the “NAM Mass Filing Rules”; together with the NAM Comprehensive Rules, the “NAM Rules”), and as modified by this Arbitration Provision. The NAM Rules are currently available at www.namadr.com/resources/rules-fees-forms/." target="_blank" rel="noopener noreferrer">https://www.namadr.com/resources/rules-fees-forms/.

A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Demand”). The Demand must include: (1) the name, telephone number, mailing address, and email address of the party to this Agreement seeking arbitration, as well as the email address associated with any applicable account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) a statement certifying that the requesting party will pay any necessary filing fees in connection with such arbitration. Any Demand you send to Capura should be sent by email to contact@capuratech.com. Capura will provide the Demand to your email address on file.

If the party requesting arbitration is represented by counsel, the Demand shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Demand. By signing the Demand, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that, consistent with the standards set forth in Federal Rule of Civil Procedure 11(b): (1) the Demand is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery (Counsels Certifications”) If you file separate Demands against Capura, on the one hand, and any or all of Capura pursuant to Capura on the other hand, and those Demands involve the same or substantially similar claims and are of a substantially similar nature, you agree that those Demands will be consolidated into a single arbitration proceeding, with a single set of filing and administrative fees.

Location and Conduct of Arbitration. Unless you and Capura otherwise agree, or the Batch Arbitration process discussed in Section 19.9 is triggered, the arbitration, including any in-person arbitration hearing, will be conducted in the county where you reside. If the arbitrator determines that an in-person hearing is necessary, or if either party requests an in-person hearing and the arbitrator approves the request, the hearing will take place in the county or parish where you reside, at another location reasonably convenient to you, or at another location mutually agreed upon by you and Capura.

The arbitration may also be decided solely on written submissions when permitted by the NAM Rules and agreed to by the parties or directed by the arbitrator.

Exchange of Information. Subject to the NAM Rules, the arbitrator may permit a limited and reasonable exchange of relevant, nonprivileged information necessary to resolve the Dispute. The arbitrator will consider the amount in controversy, the complexity of the Dispute, the parties’ access to the requested information, and the goal of providing a fair, efficient, and cost-effective proceeding. Unless the arbitrator determines otherwise, discovery will be limited to the exchange of relevant documents and information, and depositions, interrogatories, and requests for admission will not be permitted.

Unavailability of NAM. If NAM is unavailable or unwilling to administer an arbitration in accordance with this Agreement, the arbitration will be administered by an alternative arbitral forum.

If both NAM and the alternative are unavailable or unwilling to administer the arbitration, you and Capura will attempt in good faith to agree upon another nationally recognized arbitration administrator. If the parties do not agree upon a replacement administrator within thirty days after either party provides written notice that a replacement is required, either party may ask a court of competent jurisdiction to appoint an arbitrator or otherwise implement the parties’ agreement to arbitrate under 9 U.S.C. § 5.

The unavailability of NAM or any replacement administrator will not invalidate this Arbitration Agreement.

You and Capura agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.

You and Capura agree that at least fourteen (14) days before the date set for an arbitration hearing, any party may serve an offer in writing upon the other party to allow judgment on specified terms. If the offer made by one party is not accepted by the other party, and the other party fails to obtain a more favorable award, the other party shall not recover any post-offer costs to which they otherwise would be entitled and shall pay the offering party’s costs from the time of the offer.

19.6 Arbitrator

The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from NAM's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Demand, then NAM will appoint the arbitrator in accordance with NAM Rules, provided that if the Batch Arbitration process under Section 19.9 is triggered, NAM, without soliciting input or feedback from any party, will appoint the arbitrator for each batch.

19.7 Authority of Arbitrator

The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes regarding the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except that all Claims regarding the Section 19.10 entitled “Waiver of Class and Other Non-Individualized Relief,” including any claim that all or part of that Section is unenforceable, illegal, void or voidable, or that such Section has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator. The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator may award damages or other types of relief permitted by applicable substantive law, subject to the limitations set forth in this Arbitration Agreement.  The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Unsatisfied judgments on the arbitration award may be entered in any court having jurisdiction.

19.8 Attorneys’ Fees and Costs

The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Demand was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). To the extent, following a presentation on the merits, on its own motion or a party’s, and after affording a reasonable opportunity to respond, an arbitrator determines that a party who commenced arbitration did not bring its claim(s) consistent with Counsel’s Certification and the standards set forth in Federal Rule of Civil Procedure 11(b), the parties agree that the arbitrator shall, as part of its award, impose sanctions by ordering that the initiating party reimburse the responding party for all arbitration filing and administrative fees and arbitrator costs the responding party incurred under the Fee Schedules.

19.9 Batch Arbitration

To increase the efficiency of administration and resolution of arbitrations, you and Capura agree that in the event that there are twenty-five (25) or more individual Demands of a substantially similar nature filed against Capura by or with the assistance of the same law firm, group of law firms, or organizations (“Claimants’ Counsel”), within a reasonably proximate period of time, for example, a ninety (90) day period, NAM shall (1) administer the arbitration Demands in batches of 100 Demands per batch (or, if between twenty-five (25) and ninety-nine (99) individual Demands are filed, a single batch of all those Demands, and, to the extent there are fewer than 100 Demands remaining after the batching described above, a final batch consisting of the remaining Demands); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch on a consolidated basis with one set of filing and administrative fees due per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award, which will provide for any and all relief to which the arbitrator determines each individual party is entitled (“Batch Arbitration”). NAM shall administer all batches concurrently, to the extent possible.

All parties agree that Demands are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issue(s) and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise NAM, and NAM shall appoint a sole standing Procedural Arbitrator or, should the circumstances so require, an Emergency Arbitrator, according to the NAM Rules, to determine the applicability of the Batch Arbitration process (the Procedural Arbitrator or Emergency Arbitrator, the “Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Capura.

You and Capura agree to cooperate in good faith with NAM to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Demands, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.

This Batch Arbitration provision shall in no way be interpreted as authorizing or creating a class, collective, and/or representative arbitration or action of any kind, except as expressly set forth in this provision, and nothing about the Batch Arbitration process will preclude any party from participating in any arbitration administered according to that process.

19.10 Waiver of Class and Other Non-Individualized Relief

EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY CLAIM BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party's individual claim.  Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Section 19.9 entitled “Batch Arbitration.” Notwithstanding anything to the contrary in this Arbitration Agreement, if a final decision, not subject to any further appeal or recourse, determines that the limitations of this subsection, entitled “Waiver of Class and Other Non-Individualized Relief,” are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Capura agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in Kent County, Delaware, except as otherwise required by applicable law, in which case it may be litigated in a court of competent jurisdiction. All other Claims shall be arbitrated or litigated in small claims court. This subsection does not prevent you or Capura from participating in a class-wide or mass settlement of claims.

19.11 Waiver of Jury Trial

YOU AND Capura HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Capura are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 19.1 entitled “Election to Arbitrate” above. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

19.12 Survival and Severability of Arbitration Agreement

This Arbitration Agreement shall survive the termination of this Agreement. Except as provided in Section 19.10 entitled “Waiver of Class or Other Non-Individualized Relief,” if any portion or portions of this Arbitration Agreement (other than Section 19.9 entitled “Batch Arbitration”) is found under the law to be invalid or unenforceable, then such specific portion or portions shall be of no force and effect and shall be severed,  and the remaining portions of this Arbitration Agreement shall continue in full force and effect. However, if Section 19.9 entitled “Batch Arbitration” of this Arbitration Agreement is found under the law to be invalid or unenforceable then, in that case, the entire Arbitration Agreement shall be void, and the parties agree that all Disputes will be heard in the state or federal courts located in Kent County, Delaware to the maximum extent permitted by law and, otherwise, in a court of competent jurisdiction. You further agree that, except where prohibited by law, any Dispute between you and Capura as detailed in this Arbitration Agreement must be initiated within two (2) years after the cause of action accrues unless federal or Delaware law, or another agreement you have with us, provides for a shorter period of time, in which case, that shorter period of time shall govern;  otherwise, such cause of action will be forever time barred.

19.13 Modification

You and we agree that Capura retains the right to modify this Arbitration Agreement in the future.  Any such changes will be posted at capuratech.com and you should check for updates regularly.  Notwithstanding any provision in this Agreement to the contrary, we agree that if Capura makes any future material change to this Arbitration Agreement, it will notify you.   Your continued use of the Services constitutes your acceptance of any such changes. If you have previously agreed to a version of this Agreement with an arbitration agreement and you did not validly opt out of arbitration then, changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of your previous agreement to arbitrate. Capura will continue to honor any valid opt outs of previous agreements to arbitrate that you made in connection with a prior version of this Agreement.

20. Governing Law and Venue Subject to Section 19.2, this Agreement and all Disputes are governed by the laws of the State of Delaware, without regard to conflict-of-law rules.

21. Severability

If any provision(s) or part(s) of any provision(s) of this Agreement are found to be invalid, unlawful, void, or unenforceable by either an arbitrator or a court of competent jurisdiction, then, subject to Section 19.12, only such provision(s) or specific part(s) of such provision(s) shall be of no force and effect and shall be severed, and the remainder of this Agreement shall continue in full force and effect and shall be enforced to the fullest extent possible under the law.

22. Waiver

You agree that if Capura does not enforce any of its legal rights or remedies under this Agreement, or other legal rights or remedies Capura has under applicable laws, this shall not be construed as a formal waiver of those rights or remedies or any other rights in any way whatsoever.

23. General Provisions

This Agreement is the entire understanding and agreement between you and Capura. This Agreement supersedes any previous Terms of Use agreement or other agreement to which you and Capura may have been bound. This Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Neither the course of conduct between parties nor trade practice shall act to modify any provision of the Agreement. You may not assign or transfer this Agreement or your rights hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign this Agreement or any of our rights or obligations under this Agreement at any time without notice. All rights not expressly granted herein are hereby reserved. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

24: Contact

If you have additional questions about this Agreement, please contact us: contact@capuratech.com; or by regular mail at Capura Tech Inc., 4 PEDDLERS ROW #138, NEWARK, DE 19702, UNITED STATES