These terms govern use of the CapTable service (the "Service") provided by Harmonious Capital Administration LLC ("Harmonious"). They supplement, and do not replace, the Master Service Agreement and the Statement of Work that govern your engagement. Where a Statement of Work expressly says otherwise, the Statement of Work controls.
1. What the Service is
The Service is a recordkeeping and technology tool. It stores the stakeholders, share holdings, transfers and certificates you record, calculates ownership from those records, generates certificates, and gives shareholders a read-only view of their own position.
2. What the Service is not
Harmonious is not your transfer agent, registrar, escrow agent, custodian, auditor, accountant, tax preparer, valuation agent, broker-dealer, placement agent, investment adviser or legal counsel, and does not act as an officer, director or fiduciary of your company, unless a signed Statement of Work expressly includes that role. Nothing in the Service issues securities, approves a transfer as a matter of corporate law, or constitutes legal, tax, accounting or investment advice.
3. Your responsibilities
- Providing complete and accurate company, stakeholder and holding information, including any spreadsheet you import.
- Obtaining every board, shareholder, contractual and regulatory approval required before you record an issuance, transfer or cancellation.
- Naming an authorized signatory for certificates and keeping that appointment current.
- Controlling who on your team has portal access and which shareholders receive invitations or private links.
- Having your own counsel review your cap table and certificates before you rely on them for a financing, sale or filing.
4. Setup before you can record shares
You must complete CapTable setup — company details, authorized shares, certificate signatory and the acknowledgement of these terms — before shares, imports or transfers can be recorded. This applies whether you use the portal or any other route into the Service.
5. Certificates
Certificates are generated from the records you enter and are numbered and dated by the Service. A certificate is issued only after your authorized signatory signs it. A certificate evidences what your records say; it does not create, validate or transfer ownership by itself. Cancelled and replaced certificates are retained in the record with their history.
6. Transfers
A transfer takes effect in the record only once an authorized signatory on your account approves it. Harmonious does not approve transfers on your behalf and does not review them for securities-law, right-of-first-refusal or contractual restrictions.
7. Shareholder access
Invitations and private links you issue give the recipient access to their own holdings and certificates. You are responsible for who you send them to and for revoking access that is no longer appropriate. Private links expire and can be revoked at any time.
8. Plans and fees
The Service is offered in plan tiers. Your plan, its stakeholder limits and its fees are set by your active Statement of Work and the applicable rate card, and are invoiced under those terms. Features outside your plan display as out of scope until a change of scope is agreed and signed.
9. Data, confidentiality and export
Your cap table data is your confidential information. Harmonious uses it to run and support the Service and keeps it under the confidentiality, security and retention terms of your agreement. You may request an export of your records at any time during the engagement and on termination.
10. Suspension and termination
Access to the Service may be suspended for non-payment, for a compliance hold, or where continued use would breach law or your agreement. On termination, access ends as set out in the offboarding terms of your agreement, and records are exported and retained as required there.
11. Limitation of liability
To the fullest extent permitted by law, Harmonious is not liable for indirect, incidental, special or consequential loss, or for loss arising from inaccurate or incomplete information you recorded, from approvals you failed to obtain, or from reliance on the Service in place of professional advice. Liability is otherwise limited as set out in the Master Service Agreement.
12. Changes to these terms
We may publish an updated version of these terms. When we do, authorized users are asked to accept the new version before they can continue using the Service, and each acceptance is recorded with the name typed, the version and the date.
13. Contact
Questions about these terms can be sent to support@harmonious.co, or by post to Harmonious Capital Administration LLC, 400 N Ervay Street, Dallas, Texas 75202, United States of America.