Terms of Service

Rev 0 · Last updated: October 11, 2026

These Terms of Service ("Terms") are a legal agreement between you (and, if you use the Services on behalf of an organization, that organization) ("you" or "Customer") and Geared Growth LLC ("Geared Growth," "we," "us," or "our"), governing your access to and use of the CapaciPlan application, our website, and related services (together, the "Services").

By accessing or using the Services, or by clicking to accept these Terms, you agree to them. If you do not agree, do not use the Services. If you use the Services on behalf of an organization, you represent that you are authorized to accept these Terms on its behalf.

Contact: hello@capaciplan.com

1. The Services

CapaciPlan is a software application for planning and scheduling work across multiple projects and shared resources. We may update, change, or discontinue features from time to time, provided we do not materially reduce the core functionality you are paying for during a paid term.

2. Accounts and access

1. You must provide accurate account information and keep it up to date.
2. You are responsible for maintaining the confidentiality of your login credentials and for all activity under your account.
3. You must promptly notify us of any unauthorized use of your account at hello@capaciplan.com.
4. An account may be administered by an organization, which may control your access and the data within its account.

3. License to use the Services

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Services for your internal business purposes during the term of your access.

4. Acceptable use

You agree not to, and not to permit any user or third party to:

1. use the Services in violation of any law or regulation;
2. reverse engineer, decompile, disassemble, or otherwise attempt to derive or extract the source code, underlying algorithms, data models, or structure of the Services, except to the extent this restriction is prohibited by applicable law;
3. copy, modify, or create derivative works of the Services; or use the Services, our Confidential Information, or any methods, data models, or know-how observed in or derived from access to the Services, to design, develop, train, benchmark, fund, or assist any person in developing any product or service that competes with the Services;
4. resell, rent, sublicense, or otherwise make the Services available to any third party except as expressly permitted;
5. interfere with, disrupt, circumvent, or attempt to gain unauthorized access to the Services or their infrastructure;
6. upload or transmit malware or any content that is unlawful, infringing, or harmful; or
7. use the Services to store or process sensitive personal data that we have not agreed to handle.

The restriction in item 3 survives termination of these Terms and continues for as long as the relevant information remains confidential or protectable as a trade secret. We may suspend or terminate access for conduct that violates these Terms or that we reasonably believe is harmful.

5. Customer Data and ownership

1. Your data is yours. As between you and us, you retain all rights to the data, content, and information you or your users submit ("Customer Data").
2. License to us. You grant us a limited license to host, process, transmit, display, and use Customer Data solely to provide and support the Services, and as described in our Privacy Policy.
3. Your responsibility. You are responsible for the accuracy and legality of your Customer Data and for having the rights necessary to submit it.
4. Aggregated or de-identified data. We may generate and use aggregated or de-identified data, which does not identify you or any individual, to operate, analyze, and improve the Services.

6. Our intellectual property

The Services, including all software, design, text, and other materials we provide (excluding Customer Data), are owned by Geared Growth or our licensors and are protected by intellectual property laws. Except for the limited license granted, these Terms transfer none of our intellectual property rights to you. "CapaciPlan" and "Geared Growth" are our marks and may not be used without our prior written permission.

7. Fees

The Services may be provided free of charge during an evaluation, pilot, or early-access period. For paid use, the fees, billing terms, and applicable taxes are as set out in the plan or order you agree to, and will be presented to you before you incur any charge. Those terms form part of this agreement. Nothing obligates us to provide the Services free of charge indefinitely.

8. Confidentiality

Each party may access the other's non-public information ("Confidential Information"). The receiving party will use it only to perform under these Terms and will protect it using at least reasonable care. This does not apply to information that is or becomes public without breach, was already known, is independently developed, or is rightfully received from a third party, or where disclosure is required by law. Each party's confidentiality obligations survive for three (3) years after the information is disclosed and, for any information that is a trade secret, for as long as it remains a trade secret under applicable law.

9. Third-party services

The Services may interoperate with or link to third-party services, for example hosting, email, scheduling, or video providers. We are not responsible for third-party services, and your use of them is governed by their own terms and policies.

10. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY OUTPUT, ESTIMATE, SCHEDULE, OR FORECAST PRODUCED BY THE SERVICES WILL BE ACCURATE OR SUITABLE FOR ANY PARTICULAR DECISION.

The Services provide planning and scheduling estimates to support your decisions. You remain solely responsible for your business decisions and outcomes.

11. Limitation of liability

11.1 Exclusion. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR BUSINESS, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY.

11.2 Cap. SUBJECT TO SECTION 11.3, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID US IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100). Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

11.3 Exceptions. The exclusions and limitations in this Section 11 do not apply to: (a) your breach of Section 4 (Acceptable use); (b) your indemnification obligations under Section 12; (c) amounts you owe us for the Services; (d) either party's breach of Section 8 (Confidentiality); or (e) either party's gross negligence, willful misconduct, or fraud.

12. Indemnification

You will defend, indemnify, and hold harmless Geared Growth from and against any claim, damage, or expense, including reasonable legal fees, arising from your Customer Data, your use of the Services, or your violation of these Terms or applicable law, except to the extent caused by our own violation of these Terms.

13. Term and termination

1. These Terms apply while you access or use the Services.
2. You may stop using the Services at any time.
3. We may suspend or terminate your access if you materially breach these Terms, if required by law, or if we discontinue the Services.
4. On termination, your right to use the Services ends. You may request an export of your Customer Data within thirty (30) days. We will keep your account inactive for a further sixty (60) days, during which it can be reactivated with its data intact, after which we will delete or de-identify Customer Data from our active systems. Routine backups are overwritten on our normal backup cycle, and we may retain limited information where required by law or to resolve disputes and enforce our agreements.
5. Sections that by their nature should survive — including Sections 4, 5, 6, 8, 10, 11, 12, 15, and 16 — will survive, as will any payment obligations accrued before termination.

14. Changes to these Terms

We may update these Terms from time to time. When we do, we will increase the revision number, revise the "Last updated" date, and, where appropriate, provide additional notice. Continued use after changes take effect means you accept the updated Terms.

15. Governing law and disputes

These Terms are governed by the laws of the State of Texas, without regard to its conflict-of-laws rules. The exclusive venue for any dispute not resolved informally will be the state or federal courts located in Texas, and each party consents to that jurisdiction. Nothing in this section prevents either party from seeking injunctive relief to protect its intellectual property or Confidential Information.

16. General

1. Relationship to other agreements. If you or your organization has entered into a Master Service Agreement with us for the Services — however accepted, including by indicating acceptance electronically — together with any Order Form, that agreement governs and controls over these Terms to the extent of any conflict. These Terms otherwise apply.
2. Entire agreement. These Terms, together with our Privacy Policy and any signed agreement between us (such as a Master Service Agreement and Order Form), are the entire agreement between the parties regarding the Services and supersede prior discussions.
3. Assignment. Neither party may assign these Terms without the other's consent, except in connection with a merger, acquisition, or sale of substantially all assets.
4. Severability. If any provision is unenforceable, the rest remains in effect.
5. No waiver. Our failure to enforce a provision is not a waiver of it.
6. Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.

17. Contact us

Geared Growth LLC — Email: hello@capaciplan.com

Revision history

Each document in this set carries a revision number. The revision number increases by one whenever the text of the document changes, and the “Last updated” date records when that revision was published. The revision in effect on the date you accept a document is the revision that governs your use.