Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the website, platform, and services provided by TokenCapStack Inc. (“TokenCapStack,” “we,” “us,” or “our”), including our cap table management platform, equity tokenization services, the Insumer suite of applications (InsumerWallet, InsumerScanner, InsumerDashboard, InsumerRegistry), and any related services (collectively, the “Services”).

By accessing or using the Services, you agree to be bound by these Terms. If you are using the Services on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms.

1. Eligibility

You must be at least 18 years old and have the legal capacity to enter into a binding agreement to use the Services. The Services are intended for use by businesses, their officers, and shareholders for equity management purposes. By using the Services, you represent and warrant that you meet these eligibility requirements.

2. Account Registration

To access certain features of the Services, you must create an account. You agree to: (a) provide accurate, current, and complete information during registration, (b) maintain and promptly update your account information, (c) maintain the security of your password and accept all risks of unauthorized access to your account, and (d) immediately notify us if you discover or suspect any security breaches related to your account.

You are responsible for all activities that occur under your account. We reserve the right to suspend or terminate accounts that violate these Terms.

3. Description of Services

TokenCapStack provides:

• Cap Table Management: Digital tools for recording, managing, and tracking equity ownership, share classes, option grants, vesting schedules, and corporate transactions.
• Equity Tokenization: Representation of equity interests as digital tokens on supported blockchain networks for record-keeping and verification purposes.
• Shareholder Dashboards: Real-time interfaces for shareholders to view their holdings and related information.
• Insumer Applications: Tools enabling wallet-based token verification, merchant QR scanning, tiered discount management, and token registry services.
• Compliance Tracking: Automated tools to assist with regulatory compliance for tokenized securities.

4. Fees and Payment

Access to the Services requires a paid subscription. Current pricing is $20 per month or $200 per year (billed annually). All fees are quoted in U.S. dollars and are non-refundable except as expressly provided in these Terms.

• Payment is due at the beginning of each billing cycle (monthly or annual).
• We reserve the right to change pricing with 30 days’ notice. Price changes will take effect at the start of your next billing cycle.
• If payment fails, we may suspend access to the Services until payment is received.
• You are responsible for any applicable taxes.

5. Cancellation

You may cancel your subscription at any time. Upon cancellation: (a) you will retain access to the Services through the end of your current billing period, (b) no further charges will be incurred, and (c) your data will remain accessible for 90 days after the end of your billing period, during which time you may export your records. After 90 days, we may delete your data in accordance with our Privacy Policy.

6. Your Data and Content

6.1 Ownership

You retain all ownership rights in the data and content you upload to the Services (“Your Data”), including cap table information, shareholder records, and corporate documents. We do not claim ownership of Your Data.

6.2 License

You grant TokenCapStack a limited, non-exclusive, non-transferable license to use, process, and display Your Data solely for the purpose of providing the Services to you. This license terminates when you delete Your Data or close your account.

6.3 Accuracy

You are responsible for the accuracy, completeness, and legality of Your Data. TokenCapStack is not responsible for errors, omissions, or inaccuracies in the data you upload. While we provide tools to help manage your cap table, the accuracy of the underlying records remains your responsibility.

7. Blockchain and Tokenization

• Tokens created through the Services represent a digital record of equity interests as reflected in your cap table. They are not independently traded financial instruments unless registered as securities under applicable law.
• Blockchain transactions are irreversible. Once data is recorded on a public blockchain, it cannot be modified or deleted by TokenCapStack or any other party.
• You are solely responsible for the security of your blockchain wallet and private keys. TokenCapStack does not have access to your private keys and cannot recover lost wallets or reverse unauthorized transactions.
• Blockchain network fees (gas fees) may apply to certain operations and are your responsibility.
• The Services currently support Ethereum, Polygon, Avalanche, Arbitrum, Optimism, Base, and Solana. Support for additional networks may be added or removed at our discretion.

8. Acceptable Use

You agree not to:

• Use the Services for any unlawful purpose or in violation of any applicable local, state, national, or international law, including securities regulations.
• Upload false, misleading, or fraudulent cap table information.
• Attempt to gain unauthorized access to the Services, other accounts, or our systems and networks.
• Interfere with or disrupt the integrity or performance of the Services.
• Reverse engineer, decompile, or disassemble any aspect of the Services.
• Use the Services to facilitate money laundering, fraud, or any form of market manipulation.
• Resell, sublicense, or redistribute the Services without our written consent.

9. Intellectual Property

The Services, including all software, designs, text, graphics, logos, and other content (excluding Your Data), are owned by TokenCapStack and are protected by copyright, trademark, and other intellectual property laws. “TokenCapStack,” the TokenCapStack logo, “Insumer,” “InsumerWallet,” “InsumerScanner,” “InsumerDashboard,” and “InsumerRegistry” are trademarks of TokenCapStack Inc. You may not use our trademarks without our prior written consent.

10. Regulatory Compliance

TokenCapStack provides tools to assist with equity management and compliance tracking. However, we are not a registered broker-dealer, transfer agent, investment adviser, or law firm. The Services do not constitute legal, financial, tax, or investment advice.

You are solely responsible for ensuring that your use of the Services, including any tokenization of equity, complies with all applicable federal, state, and local laws and regulations, including securities laws (such as the Securities Act of 1933 and applicable exemptions), state blue sky laws, and any other applicable regulations. We strongly recommend consulting with qualified legal and financial professionals.

11. Disclaimers

The Services are provided “as is” and “as available” without warranties of any kind, whether express, implied, or statutory. To the fullest extent permitted by law, TokenCapStack disclaims all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

We do not warrant that: (a) the Services will be uninterrupted, error-free, or secure, (b) any defects will be corrected, (c) the Services will meet your specific requirements, or (d) blockchain networks or third-party services will function as expected.

12. Limitation of Liability

To the maximum extent permitted by law, TokenCapStack and its officers, directors, employees, and agents shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, business opportunities, or goodwill, arising out of or in connection with your use of the Services, regardless of the theory of liability.

Our total aggregate liability for any claims arising out of or related to the Services shall not exceed the total fees paid by you to TokenCapStack in the twelve (12) months preceding the claim.

13. Indemnification

You agree to indemnify, defend, and hold harmless TokenCapStack, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or in connection with: (a) your use of the Services, (b) your violation of these Terms, (c) your violation of any third-party rights, including securities laws, or (d) the accuracy or legality of Your Data.

14. Termination

We may suspend or terminate your access to the Services at any time, with or without cause, with or without notice. Grounds for termination include, but are not limited to: violation of these Terms, non-payment, fraudulent activity, or legal requirements. Upon termination, your right to use the Services ceases immediately. Sections 6.1, 9, 11, 12, 13, 16, and 17 shall survive termination.

15. Modifications to Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on our website and updating the “Last updated” date. Your continued use of the Services after any changes constitutes acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Services.

16. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles. Any disputes arising out of or relating to these Terms or the Services shall be resolved exclusively in the state and federal courts located in Harris County, Texas. You consent to the personal jurisdiction of such courts.

17. General Provisions

• Entire Agreement: These Terms, together with our Privacy Policy, constitute the entire agreement between you and TokenCapStack regarding the Services.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.
• Waiver: Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
• Assignment: You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction.
• Force Majeure: We shall not be liable for any failure to perform due to circumstances beyond our reasonable control, including natural disasters, blockchain network outages, or government actions.

18. Contact Us

If you have questions about these Terms, please contact us at: