Terms of Service

1. Intellectual Property Ownership

IT IS HEREBY EXPRESSLY DECLARED AND CONFIRMED THAT:

• The CapaTalk software, platform, and all associated intellectual property (including but not limited to source code, documentation, designs, algorithms, user interfaces, trademarks, and all derivative works) are and have ALWAYS been the exclusive property of Adrian Gustavo Patzi Figueroa ("IP Owner").
• Adrian Gustavo Patzi Figueroa retains full, permanent, exclusive, and irrevocable ownership of all intellectual property rights in and to the CapaTalk software, regardless of who provides, distributes, markets, or sells access to the software.
• NO company, entity, distributor, reseller, or service provider (including but not limited to CAPARICA PALMS, LDA or any other entity) has, claims, or shall ever claim any ownership rights, equity interest, or intellectual property rights in the CapaTalk software.
• This ownership structure has existed since the inception of the CapaTalk software and is not a new or retroactive claim. These terms merely clarify and confirm pre-existing ownership rights.
• Any past, present, or future commercial arrangements, partnerships, distribution agreements, or service relationships do NOT and shall NOT transfer, assign, or diminish the IP Owner's exclusive ownership rights.

Service Provider Relationship

The CapaTalk platform may be provided through one or more authorized service providers, distributors, or entities engaged by the IP Owner (which may include but is not limited to CAPARICA PALMS, LDA - NIPC: 518333973). Any such relationship is strictly limited to service provision, distribution, and operations, and does NOT grant any service provider, distributor, or entity any ownership, equity, or intellectual property rights in the software. The IP Owner maintains the exclusive right to engage, change, or terminate service providers, distributors, or operational entities at any time, and may choose to provide services directly.

2. Service Agreement and License

Subject to your compliance with these Terms, the IP Owner grants you a limited, non-exclusive, non-transferable, revocable license to access and use the CapaTalk service for your business purposes.

This license does NOT grant you any ownership rights, intellectual property rights, or rights to:

• Copy, reproduce, distribute, or create derivative works of the software
• Reverse engineer, decompile, or disassemble the software
• Remove or alter any copyright notices or proprietary markings
• Sublicense, assign, or transfer your access rights to third parties
• Claim any ownership or intellectual property rights in the software
• Use the software to develop competing products or services

These license terms apply to all users, regardless of when they first subscribed to the service, and reflect the IP ownership structure that has existed since inception.

3. Acceptable Use

You agree to use our services only for lawful purposes and in accordance with these Terms. You agree not to use our services in any way that could damage, disable, or impair the service, or interfere with any other party's use of the service. You must comply with all applicable laws and regulations, including WhatsApp Business Policy and Terms.

4. User Content and Data

You are responsible for all content you upload, post, or otherwise make available through our service. You retain ownership of your content and customer data. You grant us only the limited technical license necessary to provide the service (hosting, processing, transmitting your content). This license terminates when you delete your content or close your account. We will never claim ownership of your business content or customer data.

5. Payment and Subscription Terms

If you subscribe to a paid plan:

• You agree to pay all applicable fees as described at the time of purchase
• Subscription fees are non-refundable except as required by law
• We reserve the right to modify pricing with 30 days notice to existing subscribers
• Failure to pay may result in service suspension or termination
• Payments are processed through authorized payment processors or entities designated by the IP Owner
• Payment processing entities may change without prior notice, and such changes do not affect your obligations under these Terms

6. Termination

Either party may terminate this agreement:

• You may cancel your subscription at any time through your account settings
• We may suspend or terminate your access for violation of these Terms
• We may terminate the service with 30 days notice
• Upon termination, your license to use the software immediately ceases
• You remain responsible for any fees incurred prior to termination
• We will provide you reasonable opportunity to export your data upon termination

7. Warranties and Disclaimers

THE SOFTWARE IS 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.

We do not guarantee that the service will be uninterrupted, error-free, or completely secure. We do not warrant that defects will be corrected or that the service will meet your specific requirements.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE IP OWNER, CAPATALK, ANY AUTHORIZED SERVICE PROVIDER OR DISTRIBUTOR, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• Your use or inability to use the service
• Any unauthorized access to or alteration of your transmissions or data
• Any third-party conduct or content on the service
• Any interruption or cessation of the service

Our total liability to you for any claims arising out of or related to these Terms or the service shall not exceed the amount you paid us in the 12 months prior to the event giving rise to the liability.

9. Indemnification

You agree to indemnify, defend, and hold harmless the IP Owner, CapaTalk, any authorized service providers or distributors, and their respective officers, directors, employees, and agents from any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to your use of the service, your violation of these Terms, or your violation of any rights of another party.

10. Changes to Terms

We reserve the right to modify these Terms at any time. When we make changes:

• We will update the "Last Updated" date at the top of this page
• We will maintain a version history showing what changed and when
• For material changes affecting existing subscribers, we will provide 30 days notice via email
• Changes will be effective immediately for new users and after the notice period for existing users
• Your continued use of the service after changes become effective constitutes acceptance

If you do not agree to modified Terms, you must stop using the service and may cancel your subscription. The version history above protects both parties by providing a transparent record of changes, preventing retroactive claims of altered terms.

11. Governing Law and Disputes

These Terms shall be governed by and construed in accordance with the laws of Portugal, without regard to conflict of law principles.

Any disputes arising from these Terms or the service shall be subject to the exclusive jurisdiction of the courts of Portugal.

Before filing any legal action, parties agree to attempt to resolve disputes through good faith negotiation for at least 30 days.

12. Severability and Waiver

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

13. Entire Agreement

These Terms, together with our Privacy Policy and any other legal notices published by us on the service, constitute the entire agreement between you and us concerning the service. These Terms supersede any prior agreements or understandings, whether written or oral, regarding the service.

14. Contact Information

For questions about these Terms:

Service-related inquiries: Email: info@capatalk.com Current service provider: CAPARICA PALMS, LDA NIPC: 518333973 Avenida General Humberto Delgado, no 3, 7G 2825 337 Costa da Caparica, Portugal (Service provider contact information may change as operational arrangements evolve)

Intellectual property and ownership matters: Adrian Gustavo Patzi Figueroa (IP Owner) Website: https://adrianpatzi.com/