Terms of Service

1. Acceptance of these terms

By accessing the apokto website or using the apokto platform, you agree to these Terms of Service. If you are accepting on behalf of a firm, fund, company or other organization, you represent that you have authority to bind that organization, and “you” refers to that organization.

2. The service

Apokto is a transaction runtime for private capital: a hosted platform that runs diligence, Q&A, bids, committee, close and post-close workflows for private-capital transactions in one record, rather than storing one side’s documents the way a conventional data room does. Specific features, transaction types and custody modes available to a given customer are set out in that customer’s order form.

3. Accounts, seats and capacities

Access is granted through scoped seats issued to named individuals, each acting in a defined capacity (for example, deal lead, counsel, or a bridge seat for an external counterparty). You are responsible for the activity that occurs under seats issued to your organization, for keeping credentials confidential, and for promptly revoking seats when a person’s need for access ends.

4. Customer data

As between the parties, you own the documents, communications and other content your organization submits to the platform (“customer data”). We process customer data only to provide, secure and support the service, as instructed by you, and as described in our Privacy Policy and Data Processing Agreement.

5. Acceptable use

You agree not to:

• attempt to circumvent scope walls, lease controls or other access restrictions built into the platform;
• use the service to violate applicable law, a counterparty’s rights, or a confidentiality obligation you owe to a third party;
• attempt to reverse engineer, probe, or interfere with the platform’s custody, security or verification mechanisms; or
• resell, sublicense or provide access to the platform to anyone outside a properly issued seat.

6. Fees and orders

Fees, billing frequency and any usage limits are set out in an order form or similar commercial document agreed between you and Apokto, Inc. Except as stated in that document, fees are non-refundable.

7. Confidentiality

Each party will protect the other’s confidential information with at least the same care it uses for its own confidential information of similar sensitivity, and will use it only to perform under these terms and any order form. This section does not limit the scope-based access controls that already govern who inside a transaction can see what.

8. Security and custody

We maintain administrative, technical and physical safeguards appropriate to the sensitivity of the data the platform holds, consistent with the custody mode selected for a given transaction and with the commitments in our Data Processing Agreement. Details of our architecture and controls are available in the security package on request.

9. Intellectual property

Apokto, Inc. and its licensors retain all right, title and interest in the platform, including its software, design and the “apokto” name and marks. These terms grant you a limited, non-exclusive right to use the service under an active order form — nothing here transfers ownership of the platform to you.

10. Warranties and disclaimers

Except as expressly stated in an order form, the service is provided on an “as is” basis, and we disclaim all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the extent permitted by law.

11. Limitation of liability

To the extent permitted by law, neither party will be liable for indirect, incidental, special, consequential or punitive damages, and each party’s total liability arising out of these terms will be limited as set out in the applicable order form. Nothing in this section limits liability that cannot lawfully be limited.

12. Term, suspension and termination

These terms apply for as long as you access the website or platform, and for a customer, for the term stated in the applicable order form. We may suspend access to protect the security or integrity of the platform or other customers’ data, and either party may terminate an order form as set out in it.

13. Governing law

The governing law and venue for disputes arising under these terms will be specified once finalized by counsel and set out here and in the applicable order form.

14. Changes to these terms

We may update these terms from time to time. Material changes will be reflected by an updated “last updated” date on this page, and, for active customers, notice through the platform or by email where required.

15. Contact

Questions about these terms can be sent to hello@apokto.co.