Clear expectations.

1. Who these terms are between

These Terms of Service (the “Terms”) are an agreement between Overtake Capital LLC, doing business as CapZero (“CapZero”, “we”) and the organization that uses the CapZero application (the “Customer”, “you”). They govern the CapZero application at app.capzero.ai, its APIs and its MCP connectors (together, the “Service”). The website terms of use below govern this website only.

A person who creates an organization in the Service accepts these Terms on that organization’s behalf and confirms that they have authority to bind it. If you do not have that authority, do not create the organization. A person who signs up accepts these Terms for their own use of the Service and acknowledges the product privacy notice. The Service records each acceptance with the version label, the person, the time and the organization.

2. Accounts, authorized users and AI agents

The Customer decides who may use its organization. Each person signs in with their own account, using a code emailed to them or Google sign-in; the Service does not use passwords. Two-step verification, by passkey or authenticator app, is required for administrators and operators.

The Customer may let AI agents act in its organization through the Service’s APIs and MCP connectors, using credentials the Customer issues. Anything done with the Customer’s credentials, by a person or an agent, is done on the Customer’s behalf. The Customer is responsible for its authorized users and agents and for their compliance with these Terms, for keeping credentials secure, and for removing access that is no longer needed. Tell us promptly at [email protected] if you believe an account or credential has been used without authorization.

3. Acceptable use

The Customer and its users and agents must not use the Service to:

• break the law or infringe anyone’s rights, including privacy rights;
• send spam or unsolicited bulk messages through connected mail or Slack accounts;
• upload malware or content intended to harm the Service or other people;
• access another organization’s data, get around security or usage limits, or probe the Service except as the vulnerability disclosure policy allows;
• degrade the Service for others, for example with excessive automated requests;
• store classified information, or payment card numbers outside the payment provider’s hosted pages.

4. Customer data

The Customer owns the data that it, its users and its agents put into the Service, including records, files, and mail or messages synced from connected accounts (“Customer Data”). The Customer grants CapZero a limited licence to host, copy, process, transmit and display Customer Data only to provide, secure and support the Service, on the Customer’s instructions and as the law requires. CapZero does not sell Customer Data or use it for advertising.

The Customer is responsible for having the right to put Customer Data into the Service, including any notices or consents that the people it concerns are owed. CapZero and its licensors own the Service itself; these Terms grant no other rights in it.

5. Confidentiality

Each party will protect the other’s non-public information with at least reasonable care, use it only for the purposes of these Terms, and share it only with people who need it for those purposes and are bound by similar obligations, or when the law requires (with notice to the other party where lawful). This does not apply to information that is public through no fault of the receiving party, that it already had or developed independently, or that it received lawfully from someone else.

6. AI features and their output

The Service includes AI features. Their output can be incomplete or wrong, so the Customer reviews AI output before relying on it, and remains responsible for decisions it makes with that output.

• The builder assistant helps people build and change apps. It sends the person’s request and the app’s draft definition to an AI provider (Anthropic). It never sends the organization’s records.
• Search uses embeddings that Cloudflare Workers AI makes from records’ text fields. Fields marked sensitive or hidden are never sent.

7. Integrations you connect

The Customer may connect Google, Microsoft or Slack accounts, for example to sign in, sync mail or post to channels. Connecting an integration is the Customer’s choice, and those services are governed by their providers’ terms, not by CapZero. The data each integration accesses is described in the product privacy notice. An administrator can disconnect an integration at any time in Settings → Connections.

8. Fees, renewal and cancellation

Paid plans are billed per seat, one seat for each active member of the organization, at the prices shown in the Service when the Customer subscribes (currently US$25 per seat a month or US$250 per seat a year), plus applicable taxes. Fees are charged in advance for each monthly or yearly period, and a subscription renews automatically for the same period until it is cancelled. Seat changes and plan changes during a period are prorated. An administrator can cancel at any time in the billing portal; cancellation takes effect at the end of the current period, and fees already paid are not refunded except where these Terms say otherwise. CapZero gives at least 30 days’ notice of a price change, which applies from the next renewal. If a payment fails, the organization keeps working for the grace period shown in the Service, after which access may be limited until the balance is paid.

Billing is currently in test mode. When billing is enabled, payments are handled by Stripe through its hosted checkout and billing portal. Card details are entered on Stripe and are never stored by CapZero.

9. Suspension, termination, export and deletion

CapZero may suspend access where needed to protect the Service, other customers or the public, to address a serious breach of these Terms, or where the law requires. Where practicable, CapZero notifies the Customer’s administrators by email before suspending access, or promptly afterwards where immediate action is needed. A suspension is limited to what its cause requires, and access is restored once the cause is resolved. Suspension does not delete the Customer’s data.

The Customer may stop using the Service and delete its organization at any time. Before leaving, an administrator can export the organization’s data in Settings → Export; download links last 24 hours. When an administrator requests deletion, the organization is suspended for a 30-day grace period. After that, its files, records and keys are purged, leaving only a minimal record with an opaque identifier and timestamps. Backup copies expire within 35 days. People’s personal accounts are separate from the organization and remain after it is deleted; the privacy notice explains how to delete them.

10. Warranties and disclaimers

CapZero warrants that, during a paid subscription, the Service will perform materially as described in its documentation, and that CapZero will not materially reduce the security measures described in Annex 2 of the Data Processing Agreement. If the Service does not meet this warranty, the Customer tells CapZero, and CapZero will use reasonable efforts to correct it; if CapZero cannot do so within 30 days, the Customer may cancel and receive a refund of prepaid fees for the unused part of the period. This is the Customer’s sole remedy for a breach of this warranty. The warranty does not cover AI output, free use, or problems caused by the Customer’s misuse or by services the Customer connects.

Except as expressly stated in these Terms, the Service is provided as is and as available, and CapZero does not promise that it will be uninterrupted, error-free or suitable for a particular purpose.

11. Liability

Neither party is liable to the other for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, goodwill or data, however caused, even if advised of their possibility. Each party’s total liability arising from these Terms or the Service is limited to the fees the Customer paid or owed to CapZero for the Service in the 12 months before the event giving rise to the claim, or US$100 if no fees were paid or owed. These limits do not apply to the Customer’s obligation to pay fees, to a party’s fraud, gross negligence or wilful misconduct, or to liability that the law does not allow to be limited.

12. Disputes and governing law

These Terms are governed by the laws of the State of Texas, United States, without regard to its conflict-of-laws rules; the United Nations Convention on Contracts for the International Sale of Goods does not apply. The state and federal courts in Travis County, Texas have exclusive jurisdiction over any dispute arising from these Terms or the Service, and both parties consent to them. Before starting proceedings, a party gives the other written notice of the dispute and 30 days to resolve it in good faith, except for urgent relief to protect confidential information or intellectual property. Where a public-sector Customer is required by law to apply its own governing law or forum, that requirement applies to it in place of this section, to the extent required.

13. Changes to these terms

New versions of these Terms are published at this address with a new version label. People are asked to accept a new version before they continue to use the Service. CapZero emails the administrators of each organization at least 30 days before a material change takes effect. A change required by law, or needed to address a security risk, may take effect sooner, with notice as soon as practicable. If the Customer does not accept a change, it may cancel before the change takes effect, and receive a refund of prepaid fees for the unused part of the period.

14. Notices

Notices to CapZero go to [email protected] and by post to Overtake Capital LLC, 5900 Balcones Drive, Suite 100, Austin, Texas 78731, United States. Notices to the Customer go to the email addresses of its organization’s administrators and may also be shown in the Service.

15. Data Processing Agreement

For organizations whose Customer Data includes personal data, the Data Processing Agreement forms part of these Terms. Creating an organization accepts it on the organization’s behalf. How CapZero handles personal data for its own purposes is described in the product privacy notice.

Informational purpose

The website describes CapZero’s engineering approach, capabilities, and products. It is provided for general information and does not constitute an offer, a procurement representation, a professional assessment, or a commitment to a particular scope, schedule, or outcome.

Product demonstrations and availability

The CapZero Budget demonstration on this website, including its figures and scenario controls, uses illustrative data. It does not show a customer’s system or results. CapZero Budget is in use with city governments, but the integrations, features, and support available to an organization depend on its implementation. Availability, specifications, acceptance criteria, and support obligations must be confirmed in a separate agreement.

Appropriate use

You may use the website to learn about CapZero and prepare a business inquiry. Do not attempt unauthorized access, disrupt the website, submit malicious material, or misrepresent your identity or authority. Do not use a general inquiry to send credentials, sensitive institutional records, or classified information.

Website material

CapZero’s name, original website content, and visual material are provided to explain the company and its work. You may reference public material accurately for evaluation or procurement, with attribution. Do not imply an endorsement, customer relationship, authorization, or certification that has not been established. Third-party software and fonts remain subject to their own licenses.

Inquiries and agreements

Preparing a brief, opening an email draft, or submitting an inquiry does not create a contract or a confidentiality agreement. Share only information appropriate for an initial conversation. Contract terms, confidentiality, data rights, security requirements, deliverables, and commercial conditions must be agreed separately.

Accuracy and third-party services

Website information may change and should be verified for decisions that depend on it. External websites, hosting, and email services have their own terms. No statement on this site should be read as a guarantee of uninterrupted availability or suitability for a particular use.

Questions

Contact [email protected] about website use or a proposed engagement. See the website privacy notice for information about this website’s data handling.