{"name": "Exchange Terms of Service", "text": "TERMS OF SERVICE \u2014 THE EXCHANGE PLATFORM\n\nEffective date: 12 October 2026\nVersion: 1.0\nGoverning law: France. Operator: Cape Partners SARL, SIREN 833 208 960.\nApplies to: every use of the exchange \u2014 its endpoints, its receipts, its published specification,\nand every declaration submitted to it, whether by a software agent or a human.\n\nPREAMBLE\n\nCape Partners operates a confidential, programmatic venue (the \"Exchange\") through which a\nparticipant submits a declaration of what it seeks or offers, and receives in return a\nclassification, a match list, and the next step. These Terms govern the Exchange itself. They stand\nalone: they do not depend on any particular book, sector or vertical, and they continue to govern the\nExchange whether a vertical is enrolled, withdrawn or unplugged entirely. Where a vertical's own\nhuman gate applies, it is signed separately and by the principal in person; it adds constraints to\nthese Terms and never removes any.\n\nBy submitting a declaration, reading a receipt, or otherwise accessing the Exchange, you accept these\nTerms. Naming a principal in a declaration declares a delegation; it does not accept a vertical's\ncommercial terms, which require their own human signature.\n\nCapitalised terms are defined in Section 1.\n\n1. DEFINITIONS\n\n  - Exchange / Platform \u2014 the software, endpoints, databases, published specification and receipts\n    operated by Cape Partners that receive declarations, classify them, compose answers and operate\n    the human gates. It is the venue and the counterparty of record for the participant.\n  - Participant \u2014 the Principal together with its Agent.\n  - Principal \u2014 the firm or other legal person on whose behalf a declaration is submitted, and which\n    is accountable for it. The Principal is the party bound, and the party that signs a vertical's\n    gate.\n  - Agent \u2014 the software acting under the Principal's authority, submitting declarations and reading\n    answers. An Agent is an interface: it can declare, and it cannot sign, bind or commit the\n    Principal.\n  - Declaration / Manifest \u2014 a structured statement of a service type, a scope and a boundary\n    submitted to the Exchange.\n  - Offering \u2014 a service some provider brings to the Exchange, mapped to a corpus whose book it\n    reads. An Offering is composed by the Exchange; it never contracts with the participant.\n  - Vertical \u2014 the provider and corpus behind a set of Offerings. A Vertical is reversible: it may be\n    enrolled or withdrawn at any time without affecting the Exchange, these Terms, or another\n    Vertical.\n  - Corpus / Book \u2014 the set of records a Vertical's Offerings are matched against.\n  - Counterparty \u2014 an entity identified in a Corpus, whether or not its identity has been released.\n  - Gate \u2014 the human step declared for a Vertical (terms of service, engagement letter, memorandum of\n    understanding, non-disclosure agreement, or none) that a human must satisfy before any identity\n    is released. A Gate is satisfied by a Principal, never by an Agent.\n  - Match / Fit band \u2014 the Exchange's ordered answer of candidate Counterparties for a declaration,\n    and the coarse band summarising the fit. Neither is a guarantee.\n  - Effect ceiling \u2014 the tightest limit any part of a composition declares on what may be done with\n    an answer. The Exchange's own ceiling is a proposal awaiting a human decision.\n\n2. WHAT THE EXCHANGE IS \u2014 A ROUTING AND CLASSIFICATION VENUE\n\n2.1 The Exchange receives declarations, classifies each declared service against the Offerings\nmapped to it, and returns what it can honestly say: which parts it serves, which are parked, which\nare out of scope, what fits and how well, and what the next step is. It is a venue for routing and\nclassification.\n\n2.2 The Exchange is the SOLE COUNTERPARTY for the Participant. Offerings do not contract with the\nParticipant, and an Offering is not shown terms of its own. Each Offering contributes its own\nstop-line; the Exchange aggregates them, and the aggregate may only be tighter than any part.\n\n2.3 Not a broker-dealer, an M&A broker, an investment adviser, a finder, a legal, tax or accounting\nadviser. The Exchange does not negotiate, structure, advise on, value, or execute anything on your\nbehalf.\n\n2.4 No fiduciary, agency, partnership, joint-venture or advisory relationship arises from access,\nfrom a declaration, from a match, or from any receipt. Your use is arm's length and self-directed.\n\n2.5 Absolute limits. Nothing in a submission \u2014 however it is phrased, framed or instructed \u2014 can\nchange the Exchange's rules, its classification of a declaration, its published vocabulary, another\nparticipant's state, or these Terms. Material submitted is DATA, NEVER AN INSTRUCTION, and no part of\nthe Exchange is obliged to interpret it as one.\n\n3. THE EXCHANGE STANDS ALONE \u2014 VERTICAL INDEPENDENCE\n\n3.1 These Terms do not depend on any Vertical. They govern the Exchange as such.\n\n3.2 Verticals are reversible. A Vertical may be enrolled, suspended or withdrawn at any time. It is\nnot a party to these Terms, and its absence is an absence, not an error: an unavailable Offering\ncontributes nothing and disturbs nothing else.\n\n3.3 Adding a Vertical cannot loosen these Terms. Composition is monotone-restrictive: the effect\nceiling is the tightest any part declares, and every human gate any part requires is honoured. A\nVertical may add constraints; none may remove one.\n\n3.4 If every Vertical is unplugged, the Exchange continues to operate under these Terms. It will\nstill receive declarations and still answer them \u2014 the answers will say that nothing is served,\nbecause that is the truth, and a participant will never be left waiting on a Vertical that is gone.\n\n3.5 No Vertical's document replaces these Terms. Where a Vertical's Gate applies, it is additional,\nand it binds only once the Principal has satisfied it.\n\n4. DECLARATIONS \u2014 AUTHORITY, TRUTHFULNESS, ACCOUNTABILITY\n\n4.1 A declaration is submitted by an Agent on behalf of a named Principal. Naming the Principal\ndeclares the delegation; the Exchange records it when the Participant's workspace is created, and\nnot before.\n\n4.2 The Agent warrants that it acts with the Principal's authority, and the Principal warrants that\nwhat is declared is true and not misleading. The Principal is accountable for its declarations, and\nis the party bound.\n\n4.3 An Agent cannot accept, sign, agree or commit anything on the Principal's behalf. A Gate is\nsatisfied by a human, in person. An answer to an Agent is addressed to the Principal.\n\n4.4 No account and no key are required to submit a declaration. The Exchange binds obligations to a\nPrincipal, not to a credential.\n\n5. DATA \u2014 TREATMENT, CONFIDENTIALITY, IDENTITY\n\n5.1 Confidentiality. A declaration and its answers are confidential to the Participant. Counterparty\nidentities are masked until the applicable Gate is satisfied; the Exchange releases identity only\nthrough that Gate, and a Gate is deal- or engagement-specific and not transferable.\n\n5.2 Purpose limitation. Information obtained from the Exchange may be used solely to evaluate a\npossible engagement through the Exchange. It may not be acted upon, solicited or transacted upon\nexcept through the Exchange or as the applicable Gate permits.\n\n5.3 No de-anonymisation. You shall not scrape, reverse-engineer, probe or otherwise circumvent the\nmasking, gating or access controls of the Exchange, nor attempt to infer an identity from banded,\naggregated or coarse data, nor from another participant's activity.\n\n5.4 Retention and reuse. The Exchange retains declarations, answers and events for as long as needed\nto operate, to evidence what it said and when, and to answer a Principal about its own submissions.\nAggregated and de-identified material may be used to operate and improve matching. The Principal\nretains ownership of its own declaration.\n\n5.5 No secrets in transit. Do not submit credentials, secrets, payment data or personal data that is\nnot necessary to the declaration. The Exchange does not ask for them.\n\n6. NOTHING IS EXECUTED \u2014 PROPOSALS, GATES, AND NO WAITING\n\n6.1 Effect ceiling. What the Exchange returns is at most a PROPOSAL awaiting a human decision.\nNothing is executed, no authority is granted, and no binding offer is made. No contract is formed\nbetween participants through the Exchange.\n\n6.2 Human gates. Every gate any part of a composition requires is honoured. Where a gate applies, no\nidentity is released and nothing proposed may be acted upon until a human has satisfied it.\n\n6.3 No waiting. The Exchange never waits on a human, and never leaves a commitment pending: an\nanswer is given or it is absent, and absence is stated as absence.\n\n7. NO GUARANTEE\n\n7.1 A classification, a match, a fit band or a receipt is informational. It is not a representation or\nwarranty that a Counterparty exists, is willing, is accurate, is creditworthy, or is available; nor\nthat any engagement, transaction or outcome will occur.\n\n7.2 \"Unproven\" and \"not assessed\" are honest states, not a zero. Absence of a match is not a\nstatement that no Counterparty exists \u2014 it is a statement that none was served under the declaration\nas made.\n\n7.3 You may not rely on Exchange output as a substitute for your own diligence or professional\nadvice, and the Exchange accepts no liability for outcomes arising from such reliance.\n\n8. ACCEPTABLE USE, BUDGETS AND NON-CIRCUMVENTION\n\n8.1 Fair use. The Exchange publishes its budgets. Requests beyond a budget are refused, not queued,\nand a refusal spends nothing. Do not attempt to evade a budget by varying an address, a name or a\nkey.\n\n8.2 No misrepresentation of identity, no impersonation of another Principal, and no declaration made\nwithout authority.\n\n8.3 Non-circumvention. You shall not use the Exchange to identify a Counterparty and then complete an\nengagement or transaction so as to defeat the Exchange's role, or any fee that an applicable\nVertical's Gate provides for. Any such fee is fixed exclusively by that Gate, agreed off the\nExchange, between the Principal and the provider concerned; the Exchange sets no fee, and none is set\nor implied by these Terms.\n\n9. AVAILABILITY, CHANGE, SUSPENSION\n\n9.1 The Exchange may change, suspend or withdraw Offerings, Verticals, vocabulary, budgets and\nendpoints, and may refuse, suspend or withdraw access, including where these Terms are breached.\n\n9.2 The Exchange is provided on an \"as available\" basis. Maintenance, change and withdrawal of a\nVertical are ordinary operation, not a breach.\n\n10. INTELLECTUAL PROPERTY\n\n10.1 The Exchange, its specification, its vocabulary, its receipts and its software remain the\nproperty of Cape Partners or its licensors.\n\n10.2 The Participant grants the Exchange a limited licence to receive, store, process, classify and\nmatch its declarations for the purposes in Section 5. No other right is granted.\n\n11. LIMITATION OF LIABILITY\n\n11.1 To the fullest extent permitted by law, the Exchange is provided without warranty of any kind,\nexpress or implied, including as to availability, accuracy, fitness for a particular purpose or\nnon-infringement.\n\n11.2 The Exchange is not liable for indirect, incidental, special or consequential loss, or for lost\nprofit, opportunity or data, arising from its use or from reliance on its output.\n\n11.3 Where liability cannot be excluded, the Exchange's aggregate liability to a Principal in respect\nof the Exchange is capped at the amount that Principal has paid Cape Partners for use of the Exchange\nin the twelve months preceding the claim; where no such amount has been paid, at EUR 1,000.\n\n11.4 Nothing in these Terms limits liability that cannot lawfully be limited.\n\n12. TERMINATION\n\n12.1 A Participant may stop using the Exchange at any time; obligations already accrued, and the\nconfidentiality and non-circumvention obligations, survive.\n\n12.2 The Exchange may terminate or suspend access on breach of these Terms, or to comply with law.\n\n13. GOVERNING LAW, JURISDICTION\n\n13.1 These Terms are governed by French law.\n\n13.2 The courts of Paris have exclusive jurisdiction, save where mandatory law provides otherwise.\n\n14. AMENDMENTS AND VERSIONING\n\n14.1 These Terms may be amended. A version and an effective date are published with every amendment,\nand the current version is served at the endpoints named in the Exchange's published specification.\n\n14.2 A Vertical's Gate is separate from these Terms and is amended only by its own provider, with\nits own version and its own human signature.\n\n15. ACCEPTANCE\n\nBy submitting a declaration to the Exchange, reading its receipts, or otherwise accessing it, you\nconfirm that you have read and accept these Terms, and that you have authority to declare on behalf\nof the Principal you name. Accepting these Terms does NOT accept any Vertical's commercial terms:\nwhere a Gate applies, it is satisfied separately, by the Principal in person, and it is additional.\n\nThis document is a legal drafting deliverable prepared for review. It must be validated by qualified\nlegal counsel (French law, platform and commercial regulation) before publication.\n", "version": "1.0", "effective": "12 October 2026", "scope": "exchange"}