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These Terms of Service (“Terms”) form a binding agreement between you and FIT Solutions Corp, a Delaware corporation (“FIT Solutions,” “FitProTech,” “we,” “us,” or “our”), governing your access to and use of CapTraq, including the CapTraq website at captraq.ai, the investor portal, sponsor admin tools, APIs, and all related software and services (collectively, the “Service”).
By creating an account, clicking “I agree,” accessing the Service, or using any feature, you accept these Terms and our Privacy Policy, which is incorporated by reference. If you are accepting these Terms on behalf of an organization, you represent that you have authority to bind that organization.
To use the Service, you must be at least 18 years old and capable of forming a legally binding contract under applicable law. CapTraq is currently available only to users located in the United States.
CapTraq supports two distinct user types, with different rights and obligations:
Investor Users access the Service free of charge as part of their relationship with a Sponsor User. The Sponsor User is the contractual customer of FitProTech.
Securities offerings made through CapTraq are private placements available only to “accredited investors” as defined in Rule 501(a) of Regulation D under the Securities Act of 1933. By participating in any offering through the Service, you represent that you meet the accredited investor criteria, or that the offering is conducted under an exemption that does not require accredited status. Verification of accredited investor status is the responsibility of the Sponsor User; CapTraq provides tools to support this verification but does not perform the verification itself.
CapTraq is a software-as-a-service platform that provides Sponsor Users with tools to manage their capital raises, investor portals, subscription documents, capital calls, distributions, K-1 distribution, accreditation tracking, AI-assisted reporting, and related operations.
FIT Solutions Corp is not registered as a broker-dealer with the Securities and Exchange Commission (SEC), is not a member of the Financial Industry Regulatory Authority (FINRA), and is not registered as an investment advisor under the Investment Advisers Act of 1940 or any state law. CapTraq:
All securities offerings, investment decisions, and capital flows occur directly between Sponsor Users and Investor Users (or through the Sponsor User’s designated escrow agent, custodian, or banking partner). FitProTech is solely a technology provider.
Any deal, sponsor, investment opportunity, or party visible through the Service is not endorsed, vetted, or recommended by FitProTech. FitProTech does not perform diligence on Sponsor Users, their offerings, the underlying real estate, financial projections, or any other aspect of the investments transacted through the Service.
If you are a Sponsor User, you acknowledge and agree that you are solely responsible for:
You agree to indemnify FitProTech for any claims arising from your failure to meet these responsibilities, as further described in Section 16.
If you are an Investor User, you acknowledge:
To use the Service, you must create an account. You agree to:
We may verify your identity through third-party services as part of our compliance and fraud prevention obligations. We may suspend or terminate your account if you provide inaccurate information or if we suspect fraudulent activity.
CapTraq is offered to Sponsor Users on a subscription basis. Plan tiers (Starter, Growth, Enterprise), feature limits, and pricing are described on captraq.ai. We reserve the right to modify our plans, features, and pricing at any time, with reasonable advance notice for current paying Sponsor Users.
New Sponsor User accounts may include a 30-day free trial. No credit card is required to begin the trial. At the end of the trial, your account will revert to a free, limited mode unless you select a paid plan. We make no representation that your data, configurations, or access will be retained indefinitely on a free or expired trial account.
If you select a paid plan, you authorize us to charge your designated payment method on a recurring basis (monthly or annually, as selected) until you cancel. Fees are non-refundable except as required by law or as otherwise expressly stated. Failed payments may result in suspension or termination of your account.
You may cancel your paid plan at any time. Cancellation will take effect at the end of your current billing period. You will retain access to paid features until the end of that period. After termination, you may have limited access to your account for the purpose of exporting your data, as described in our Privacy Policy.
You retain ownership of all content, data, and information you submit to the Service (“User Content”). This includes investor records, deal information, subscription documents, accreditation documents, and communications.
You grant FitProTech a non-exclusive, worldwide, royalty-free license to host, store, reproduce, transmit, display, and process your User Content solely for the purpose of providing and improving the Service. This license terminates when you delete the content or close your account, except where retention is required by law or for legitimate business purposes (such as anti-fraud, audit logs, or legal hold).
Sponsor Users may access investor data submitted by their Investor Users in connection with the Sponsor User’s offerings. Investor Users may access their own data and any data the Sponsor User has chosen to share with them. FitProTech enforces these access boundaries through technical and administrative controls, but the Sponsor User remains the data controller for the personal data of its Investor Users.
CapTraq uses Anthropic Claude and other artificial intelligence models to provide certain features, including AI-generated quarterly investor reports, document summarization, and investor scoring. Your User Content may be processed by these AI models for the limited purpose of generating outputs you request. AI providers we use are contractually prohibited from training their models on your User Content. We will not use your User Content to train any AI model without your explicit consent.
You agree not to use the Service to:
CapTraq integrates with third-party services to provide certain features, including:
These third-party services are governed by their own terms and privacy policies. FitProTech is not responsible for the acts, omissions, or terms of any third-party service. Failures, downtime, or errors at a third-party provider may affect the Service.
The Service, including its software, design, branding, logos, and documentation, is owned by FitProTech and is protected by copyright, trademark, and other intellectual property laws. We grant you a limited, non-exclusive, non-transferable, revocable license to use the Service in accordance with these Terms. We retain all other rights.
CapTraq™, FitProTech™, and related marks are trademarks of FIT Solutions Corp. You may not use our marks without our prior written permission.
Your privacy is important to us. Our Privacy Policy describes how we collect, use, and protect personal information. By using the Service, you consent to the practices described in our Privacy Policy.
CapTraq runs on Microsoft Azure infrastructure with Microsoft Entra External ID for identity management. We are pursuing SOC 2 Type 2 certification. Despite our security measures, no system is perfectly secure, and we cannot guarantee that unauthorized parties will not gain access to your information.
You may terminate your account at any time by following the cancellation procedure within the Service or by contacting us at the address in Section 19.
We may suspend or terminate your account, with or without notice, if we believe you have violated these Terms, applicable law, or pose a risk to other users, the Service, or our business. We may also discontinue the Service in whole or in part with reasonable advance notice.
Upon termination, your right to access the Service ends. We may retain your information as required by law, regulation, or our legitimate business purposes (including anti-fraud, audit, and tax record retention). Sections that by their nature should survive termination (including disclaimers, limitations of liability, indemnification, dispute resolution, and governing law) will survive.
THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, FITPROTECH DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
FITPROTECH DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY CONTENT, INCLUDING DEAL INFORMATION, INVESTOR DATA, AI-GENERATED REPORTS, OR FINANCIAL CALCULATIONS.
WITHOUT LIMITING THE FOREGOING, FITPROTECH MAKES NO WARRANTY REGARDING THE ACCURACY OR COMPLETENESS OF AI-GENERATED CONTENT. ALL AI OUTPUT MUST BE REVIEWED AND VERIFIED BY A QUALIFIED HUMAN BEFORE USE.
TO THE FULLEST EXTENT PERMITTED BY LAW, FITPROTECH AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR INVESTMENT VALUE, ARISING FROM OR RELATED TO YOUR USE OF THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
OUR TOTAL CUMULATIVE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED DOLLARS (US$100).
THESE LIMITATIONS APPLY WHETHER THE CLAIM IS BASED IN CONTRACT, TORT, STATUTE, OR OTHER LEGAL THEORY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN DAMAGES, SO THESE LIMITATIONS MAY NOT APPLY TO YOU.
You agree to indemnify, defend, and hold harmless FitProTech, its affiliates, officers, directors, employees, and agents from any claim, loss, liability, expense, or damage (including reasonable attorneys’ fees) arising from:
Before filing any claim, you agree to attempt to resolve the dispute informally by contacting us at legal@fitprotech.ai. We will attempt to resolve the dispute within 60 days of receiving your notice.
If the dispute cannot be resolved informally, you and FitProTech agree that any dispute arising out of or relating to these Terms or the Service will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration will take place in Wilmington, Delaware, and will be conducted in English. Judgment on the arbitration award may be entered in any court with jurisdiction.
YOU AND FITPROTECH AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person’s claims and may not preside over any form of representative or class proceeding.
Either party may bring an action in small claims court if the claim qualifies. Either party may also seek injunctive or equitable relief in a court of competent jurisdiction to protect intellectual property rights.
You may opt out of the arbitration agreement and class action waiver by sending written notice to legal@fitprotech.ai within 30 days of accepting these Terms. The notice must include your name, account email, and a clear statement of opt-out.
These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws principles. Subject to Section 17, exclusive jurisdiction and venue for any non-arbitrable matter lies in the state or federal courts located in Wilmington, Delaware.
Questions, notices, or legal correspondence should be sent to:
FIT Solutions Corp
Attn: Legal
Email: legal@fitprotech.ai
These Terms, together with the Privacy Policy and any other policies referenced herein, constitute the entire agreement between you and FitProTech regarding the Service and supersede any prior agreements.
We may update these Terms from time to time. We will post the updated version with a new “Last Updated” date. Material changes will be communicated through the Service or by email. Your continued use after the effective date constitutes acceptance of the updated Terms.
If any provision of these Terms is held invalid or unenforceable, the remaining provisions will continue in full force and effect.
Our failure to enforce any provision is not a waiver of our right to enforce it later.
You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, financing, or sale of assets.
Neither party is liable for delays or failures due to causes beyond reasonable control, including natural disasters, war, terrorism, government action, or internet or infrastructure failures.
Section headings are for convenience only and do not affect interpretation.