These Terms and Conditions describe how Caerus US 1 Inc, a company incorporated in Delaware, USA with its principal place of business at One Pennsylvania Plaza, Suite 2710, New York, NY 10119, trading as Norstella (“Norstella”, “we”, “us” and “our”), makes the Capsul News subscription service available to you. By registering for an account, accessing the Website or subscribing to Capsul News, you agree to these Terms and Conditions, the website Terms of Use and our Privacy Notice.
1 ABOUT OUR TERMS
1.1 These Terms and Conditions apply whenever you use https://www.capsul.news/ (the “Website”) and access the content and services available on it (the “Content”), and purchase access to the Website and/or the Content on a subscription basis (in accordance with clause 2.1). By accessing, using, registering for or subscribing to the Website and/or Content, you agree to be bound by these Terms and Conditions and the documents referred to in them. Capsul News is designed for users who access news and insights for professional, business or industry-related purposes.
1.2 These Terms and Conditions apply to individual subscriptions to Capsul News. If your organisation has a separate written agreement with us, that agreement will govern your organisation’s access to the relevant Norstella products to the extent of any conflict.
2 YOUR SUBSCRIPTION
2.1 We offer subscription services through our Website to access the Content (“Subscription”). We may offer free, discounted or trial access from time to time (“Trial Subscription”). If a Trial Subscription automatically converts into a paid Subscription, we will clearly tell you the price, billing frequency, renewal date and cancellation method before you sign up.
2.2 You may not have more than one Trial Subscription in any twelve-month period. We reserve the right to terminate any Trial Subscription you sign up for, without refund (where applicable), if you have had access to any other Trial Subscription in the previous twelve (12) months.
2.3 You may start a Subscription by providing your sign-up details through our Website, including through any sign-up page or advertisement that directs you to subscribe. We will only accept your order when we have successfully verified your email address, processed your payment details and emailed you to confirm this. We will try to process your Subscription order promptly but cannot guarantee activation by any specified time. We may reject any Subscription order in our discretion. You confirm that your sign-up and payment details are complete and accurate, and that you are entitled to purchase a Subscription using those sign-up and payment details. Each Subscription is for a single user only. We may cancel or suspend your Subscription account if you share your access rights with any third parties or attempt to allow third parties to avoid our control of access to the Website.
2.4 The Website and the Content and all Intellectual Property Rights in each are owned by us, our licensors or both. We reserve all of our rights in any intellectual property in connection with these Terms and Conditions.
2.5 Nothing in these Terms and Conditions grants you any legal rights in the Website or the Content other than as necessary to enable you to access the Website and view the Content. You agree not to adjust, to try to circumvent or delete any notices contained on the Website (including any intellectual property notices) and in particular in any digital rights or other security technology embedded or contained within the Website.
“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), image rights, know-how and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world
2.6 To register, you will choose a username and password (“Login”). It is your responsibility to keep your Login confidential. The email address used must not correspond to a generic or shared email account, and you must be entitled to use that e-mail address. If you believe that there has been any disclosure, theft, breach or unauthorised use of your Login, you must notify us immediately by emailing us at support@capsul.news.
2.7 You agree:
(a) to maintain a secure password, and keeps it confidential;
(b) to use all reasonable endeavours to prevent any unauthorised access to, or use of, the Website and the Content and, in the event of any such unauthorised access or use, promptly notify us in writing at support@capsul.news;
(c) to share links to Content only using the sharing tools we make available on the Website, provided that you do not remove any attribution, paywall or access controls;
(d) that you will not, and will not attempt to: (i) introduce any malicious software into our Website or Content; (ii) run or install any computer software or hardware on the Website; (iii) except to the extent incapable of exclusion or restriction under applicable law de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form or attempt to derive source code from all or any part of the Website or Content; (iv) use any API, the content returned from usage thereof and/or other engines, software, tools, devices or robots, to “scrape”, “crawl”, “spider”, build databases or otherwise create copies of such content, or keep cached copies of such content; or (v) access, store, distribute or transmit material that is defamatory, obscene, offensive, discriminatory or illegal or causes damage or injury to any person or property;
(e) that you will not use the Website or Content to create or assist any third party to create, directly or indirectly, the Website or Content and/or service that competes with us or our affiliates or, where applicable, any software application containing functionality the same as or similar to the functionality of our products or of our affiliates products;
(f) that you will not use the Website or Content for any activity that violates any law or regulation, or in such a way that infringes any third party rights;
(g) that you will not license, sell, rent, lease, transfer, assign, distribute, display, disclose, create derivative works based on or otherwise exploit, or otherwise make available, the Website or Content to any third party;
(h) that, subject to your right to share links using the sharing tools provided on the Website, you will not republish, sell, syndicate, systematically copy or commercially exploit the Content, or attempt to obtain, or assist third parties in obtaining, unauthorised access to the Website; or
(i) you will not use the Website and Content and the underlying data in the Content for automated text or data mining, indexing of the Content or in connection with or to develop or train on any third party technology, artificial intelligence or machine learning, algorithms, or models.
3 FEES
3.1 You agree to pay the subscription fees (“Fees”) at the rates and in the currency displayed during the registration or checkout process, and for each subsequent renewal. Our prices may vary from time to time and by country, Subscription term, promotion or other criteria shown at checkout. Unless otherwise indicated at checkout, prices displayed are inclusive of any applicable value added tax (“VAT”), goods and services tax (“GST”), sales tax, use tax or similar transaction tax that we are required to collect from you based on your billing information, location, customer status and other information you provide. If no such tax is collected, or if a reverse charge, tax self-assessment, use tax or similar mechanism applies, you are responsible for any taxes you are legally required to report or pay directly. We may request or validate tax registration numbers, exemption certificates or similar information and may adjust the tax treatment if the information provided is incomplete, inaccurate or changes. Where required by law, any VAT, GST, sales tax or similar tax collected by us will be shown on the relevant receipt, invoice or checkout confirmation.
3.2 If we do not receive payment authorisation or any authorisation is subsequently cancelled, we may immediately terminate or suspend your Subscription.
3.3 If you register for a Trial Subscription that converts into a paid Subscription, we will tell you the full Subscription price, billing frequency, renewal date and cancellation method before the trial period begins. Your Subscription will automatically renew at the end of that trial period at the full Subscription price unless you cancel your Subscription before the end of the trial period. To cancel your Subscription during the trial period, go to the Account Settings page and follow the cancellation instructions.
3.4 We will give you at least fourteen (14) days’ notice of any increase in the price of your Subscription which will take effect at your next renewal date.
3.5 In addition to the Fees, you are responsible for any additional costs required to utilise your Subscription, including but not limited to internet connection or other telecommunication charges that you may incur by accessing the Website, and for any charges that might be levied by your bank or credit card issuer (for example foreign transaction fees on transactions which take place abroad or in a foreign currency) when payment of the Fees is taken.
3.6 We will use reasonable endeavours to ensure that all information you give us when paying is secure by using an encrypted secure payment mechanism. Payments may be processed by a third-party payment provider, and your use of that payment provider's services may be subject to its own terms. Subject to clause 5 and to any rights that cannot be excluded under applicable law, we will not be legally responsible to you for any loss that you may suffer if a third party gains unauthorised access to payment information that you give us, unless that loss is caused by our negligence or breach of applicable law.
4 DATA PROTECTION
4.1 We will process your personal data to provide the services set out in these terms, in accordance with our privacy notice (as amended from time to time), available at https://www.norstella.com/global-privacy-notice/. By registering for a Subscription, you acknowledge that you have had the opportunity to read and understand our privacy notice (“Privacy Notice”).
4.2 Where you have provided consent, or where permitted by applicable law on the basis of our legitimate interests, we may contact you by email regarding the services or similar services we provide. You may opt out of such communications at any time by clicking 'unsubscribe' in any communication or by submitting a request through the means set out in our Privacy Notice.
4.3 For any queries or to exercise your data protection rights, you can contact us through the means available in the Privacy Notice.
5 DISCLAIMERS AND LIABILITY
5.1 To the fullest extent permitted by applicable law, we make no warranty, express or implied regarding your Subscription, the Website or the Content, which are each provided ‘as is’. This does not affect any rights or remedies you may have under applicable consumer protection laws that cannot be excluded or limited by contract. We expressly disclaim all warranties to the extent permitted by law, including but not limited to warranties of fitness for a particular purpose (including but not limited to any trading, investment, medical (including but not limited to medical diagnosis, claims payment, or treatment)).
5.2 Nothing in these Terms and Conditions will exclude or limit any liability for death or personal injury caused by negligence, or for fraud, gross negligence or any matter for which it would be unlawful to exclude liability under applicable law.
5.3 Subject to Clause 5.2 and to any rights that cannot be excluded or limited under applicable law, we will not be liable in contract, tort (including negligence and breach of statutory duty), misrepresentation, restitution or in any other cause of action for the following types of loss, which are wholly excluded:
(a) loss of profits, loss of agreements or contracts, loss of sales or business, loss of anticipated savings, loss arising out of actual or alleged patent infringement, loss of use or corruption of software, data and/or information, loss of goodwill and/or reputation, and/or punitive, special or flagrant damages; or
(b) any special, indirect, consequential, or punitive losses in any case, whether or not such losses were within our contemplation at the date you registered for a Subscription or were suffered or incurred in connection with the performance of these Terms and Conditions.
5.4 Subject to Clause 5.2 and to any rights that cannot be excluded or limited under applicable law, our total liability to you for any and all losses in connection with your Subscription, your use of the Website or Content and these Terms and Conditions (howsoever arising and including as a result of breach of contract, tort (including negligence) or statutory duty) will not exceed the higher of (i) the total Fees paid by you in respect of the twelve (12) month period immediately preceding the date on which the event giving rise to the relevant losses were incurred; or (ii) one hundred dollars ($100 USD).
5.5 The limitations of liability in this clause 5 apply to the benefit of Norstella, our affiliates and all of our respective officers, directors, employees, agents or any company who we transfer our rights and obligations to in accordance with these Terms and Conditions.
6 TERMINATION AND EFFECTS OF TERMINATION
6.1 By registering and signing up for a Subscription, you agree that we may start your Subscription immediately upon our acceptance of your order. Where applicable law gives you a statutory cancellation right, you acknowledge that you may lose that right once we begin providing immediate access to the Content, if you expressly request immediate access and acknowledge that consequence during sign-up. Any other notice of cancellation you provide will take effect at the end of your current Subscription period. You will not be entitled to a refund except where required by applicable law or where there is a fault in our provision of the services
6.2 To cancel your Subscription, you must inform us of your decision to by going to the Account Settings page and follow the cancellation instructions.
6.3 We may suspend, withdraw or change operation of the Website or any part of it from time to time. If we permanently discontinue the paid Subscription service before the end of your then-current Subscription period, we will provide a pro rata refund of the Fees paid for the unused portion of that Subscription period, unless the discontinuation results from your breach of these Terms and Conditions.
6.4 We may suspend or terminate your Subscription if we are prevented from providing services to you, or accepting payment from you, by applicable law or circumstances beyond our control, or if we cease providing the Content and/or Website. If we terminate for any of these reasons, we will provide you with a pro rata refund of the Fees paid, to the extent permitted by applicable law.
6.5 We may also suspend or terminate your Subscription without refund if you breach these Terms and Conditions.
6.6 If you are entitled to a refund under these Terms and Conditions or applicable law, we will make the refund without undue delay and, where required by applicable law, not later than sixty (60) days after the day on which we agree that you are entitled to the refund. We will make the reimbursement using your original payment method unless we agree another method with you. Additional charges may apply if we are required to reimburse any other bank or credit card.
6.7 Unless you cancel at least fourteen (14) days before the end of your current Subscription period, your Subscription will continue to renew for further equivalent periods and will be subject to these Terms and Conditions. We will charge the Subscription Fee using the same card or other payment method that you previously used. Where required by applicable law, we will send you a reminder notice before renewal stating the renewal date, the rate that will apply for the renewal period and how to cancel.
7 THIRD PARTY SITES AND PRODUCTS
7.1 The Website may contain hyperlinks or references to third party websites, third party products and advertisements. Any such hyperlinks or are provided for your information only and you access them at your own risk. We have no control over third party websites and accept no legal responsibility for any products, content, material or information contained in them. The display of any hyperlink and reference to any third-party website or third party product (including any advert or sponsor) does not mean that we endorse that third party's website, products or services. Your use of a third-party site may be governed by the terms and conditions of that third party site.
7.2 Any agreements, transactions or other arrangements made between you and any third party named on (or linked to/from) our Website is at your own responsibility and entered into at your own risk.
8 GENERAL
8.1 You may not licence or transfer your rights under these Terms and Conditions. We may, at any time, assign or otherwise transfer any part or all of this agreement to any third party without your prior written consent.
8.2 No failure or delay by a party to exercise any right or remedy provided under these Terms and Conditions or by applicable law will constitute a waiver of that or any other right or remedy, nor will it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy will prevent or restrict the further exercise of that or any other right or remedy.
8.3 If at any time any one or more of the provisions of these Terms and Conditions or any part of it is or becomes invalid, illegal or unenforceable under any law, the validity, legality and enforceability of the remaining provisions of these Terms and Conditions will not in any way be affected or impaired.
8.4 We may update these Terms and Conditions for legal or regulatory reasons, or to reflect changes in our services or business practices. You should regularly check to see if any changes have been made. If you are a paying subscriber, any changes to our Terms and Conditions will become effective from the date of your next payment following the change unless we notify you otherwise.
8.5 These Terms and Conditions, together with any terms stated when registering for the Subscription, apply to the exclusion of all other terms and constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between the parties, whether written or oral, relating to its subject matter. Each party acknowledges that it has not relied on or been induced to enter into these Terms and Conditions (as applicable) by a representation, statement, warranty or understanding (whether negligently or innocently made).
8.6 Any legal notices for our attention, must be directed to legal@norstella.com. We will send any legal notices to you, at the email address you provide during registration. Either party may update its notice information by prior written notice at any time.
8.7 We may monitor your compliance with these Terms and Conditions.
8.8 These Terms and Conditions are between you and us. No other party can enforce them.
8.9 These Terms and Conditions and any issues, disputes or claims arising out of or in connection with them (whether contractual or non-contractual in nature such as claims in tort, from breach of statute or regulation or otherwise) will be governed by, and construed in accordance with, the laws of the State of New York, USA, except that this choice of law will not deprive you of any mandatory consumer protection rights that apply in your country or state of residence.
8.10 Both you and we irrevocably agree that the courts located in the Borough of Manhattan, New York, USA, will have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms and Conditions or their subject matter or formation, except where applicable consumer protection law gives you the right to bring proceedings in another court.