Terms of Service

1. Acceptance of Terms

By accessing or using Simple Cap ("the Service"), you agree to be bound by these Terms of Service. If you do not agree, you may not use the Service.

2. Description of Service

Simple Cap is a web-based calculator and modelling tool that allows users to create illustrative models of capitalisation tables, funding rounds, ESOP pools, and equity dilution scenarios. The Service performs mathematical calculations based on the inputs you provide. It is not a legal document, share register, or record of actual ownership. The outputs are hypothetical illustrations only and should not be relied upon as a definitive record of any person's or entity's equity holdings.

3. Accounts

You must create an account to use the Service. You are responsible for maintaining the security of your account credentials and for all activity that occurs under your account. You must notify us immediately of any unauthorised use.

4. Acceptable Use

You agree not to:

• Use the Service for any unlawful purpose
• Attempt to gain unauthorised access to any part of the Service
• Interfere with or disrupt the integrity or performance of the Service
• Use automated means to access the Service without our permission

5. Your Data

You retain ownership of all data you enter into the Service. We do not claim any intellectual property rights over your cap table models or financial data. You may export or delete your data at any time.

All cap table data you enter is encrypted at rest and is private to you and any team members you explicitly choose to share it with. We do not access, analyse, or share your cap table data for any purpose other than providing the Service to you.

6. No Financial, Legal, or Tax Advice

The Service is a calculator and modelling tool only. It is not, and must not be treated as, financial advice, legal advice, tax advice, investment advice, or a recommendation of any kind. No information, output, or calculation produced by the Service constitutes a professional opinion or recommendation.

You must consult qualified and appropriately licensed professionals (including lawyers, accountants, and financial advisers) before making any decisions regarding equity, share issuances, valuations, funding rounds, or any other matter. You acknowledge that the Service does not replace professional advice and that we do not hold ourselves out as providing any such advice.

We expressly disclaim any and all liability for decisions made or actions taken by you or any third party in reliance on any output or information produced by the Service.

7. Accuracy of Calculations

While we endeavour to ensure the accuracy of the calculations performed by the Service, we do not warrant or guarantee that any output is correct, complete, or free from errors. The Service relies on the data you provide, and outputs are only as accurate as your inputs. You are solely responsible for verifying all results independently before relying on them for any purpose.

8. No Warranty

The Service is provided on an "as is" and "as available" basis without warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or secure.

9. Limitation of Liability

To the maximum extent permitted by applicable law, Simple Cap and its operators, directors, employees, and affiliates shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenues, data, use, goodwill, or other intangible losses, arising out of or in connection with your use of (or inability to use) the Service, including but not limited to any reliance on calculations, outputs, or information produced by the Service.

In no event shall our total aggregate liability to you for all claims arising out of or relating to the Service exceed the amount you have paid us (if any) in the twelve (12) months preceding the claim.

10. Indemnification

You agree to indemnify, defend, and hold harmless Simple Cap and its operators, directors, employees, and affiliates from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in connection with your use of the Service, your violation of these Terms, or your reliance on any output produced by the Service.

11. Availability and Changes

We strive to keep the Service available and reliable but do not guarantee uninterrupted access. We may modify, suspend, or discontinue the Service (or any part of it) at any time with or without notice.

12. Termination

We may terminate or suspend your access to the Service at our sole discretion, without notice, for conduct that we believe violates these Terms or is harmful to other users, us, or third parties.

13. Changes to Terms

We may update these Terms from time to time. We will notify you of material changes by updating the "Last updated" date. Continued use of the Service after changes constitutes acceptance of the new Terms.

14. Contact

If you have questions about these Terms, please contact us at support@royston.io.