TERMS AND CONDITIONS OF USE AND SERVICE
- 1.1All the capitalized terms contained in the Agreement that have not been defined elsewhere, shall mean as follows:
- (a)"Act" shall mean the Indian Companies Act, 1956 and Indian Companies Act, 2013 (as applicable) and any amendment or modification thereto or any re-enactment thereof or any other succeeding enactment for the time being in force and includes rules, regulations, notifications, circulars and clarifications thereunder or thereto.
- (b)"Assorted Services" shall mean the Pre-Investment Services, Transaction Services and/or Post-Investment Services, collectively or any part thereof.
- (c) "Lead Purchaser" shall mean such Purchaser which agrees to:
- (i)participate in a Transaction along with other Purchasers;
- (ii)purchase at least 25% (twenty five percent) of the Securities offered in a particular Transaction;
- (iii)coordinate and negotiate with the Security Holder to finalize the preliminary commercial terms of the Transaction;
- (iv)represent the other Purchasers, collectively, in a Transaction, including pitching on behalf of the Security Holder, reviewing the Transaction documents and answering questions of other Purchasers in relation to such Transaction; and
- (v)represent the Purchasers, collectively, after consummation of a Transaction, including sitting on the board of the Security Holder, if applicable.
- (d)"Person" shall mean any natural person, limited or unlimited liability company, corporation, partnership (whether limited or unlimited), proprietorship, Hindu undivided family, trust, union, association, government or any agency or political subdivision thereof or any other entity that may be treated as a person under applicable law.
- (e) "Pre-Investment Services" shall mean the services provided by the Company to the Security Holders and/or the Purchasers prior to a Transaction, as listed here and against payment of such costs as may be determined and agreed.
- (g)"Post-Investment Services" shall mean the services provided by the Company to the Security Holders and/or the Purchasers after consummation of a Transaction, as listed here and against payment of such costs as may be determined and agreed.
- (h)"Purchaser" shall mean Users who or which use the Services to purchase and/or subscribe to Security.
- (i)"Registered User" shall mean such User who has been registered on the Website by the Company as a Security Holder and/or a Purchaser.
- (j)"Securities" shall mean shares of a company's issued equity share capital within the meaning of the Act and applicable laws, and any debentures, preference shares or other shares or rights which are by their terms convertible, exchangeable or exercisable into equity shares of a company's issued share capital.
- (k)"Security Holder" shall mean a User who or which uses the Services to sell and/or issue the Security.
- (l)"Services" shall mean provision of Website by the Company to the Users to facilitate consummation of Transactions.
- (m)"Terms" shall mean these terms and conditions of use and service which form a part of the Agreement governing Users' relationship inter se and with the Company.
- (n)"Transaction" shall mean issue and/or transfer of Security by a Security Holder to a Purchaser.
- (o)"Transaction/ Investment Services" shall mean the services provided by the Company to the Security Holders and/or the Purchasers during a Transaction, as listed here and against payment of such costs as may be determined and agreed.
- (p)"Users" shall mean any Person who or which uses the Services, including Security Holders, Purchasers and Persons who or which access the Website or any content displayed thereof.
- (q)"Website" shall mean the online Security syndication platform www.baytree.in, as provided by the Company.
- 2.1Any reference to the singular includes a reference to the plural and vice versa unless explicitly stated otherwise.
- 2.2Any reference to one gender includes a reference to the other gender(s), unless explicitly provided for otherwise.
- 2.3Headings and captions are used for convenience only and not for interpretation of the Agreement.
- 2.4Any reference to a natural person shall, include his/her heirs, executors and permitted assignees and any reference to a juristic person shall, include its affiliates, successors and permitted assignees, unless repugnant to the context.
- 3.1Users approve of and accept this Agreement by accessing the Services or any part thereof, offered by the Company, including by simply accessing the Website, either by itself (if the User is a natural person) or through its authorized representative (if the user is a juristic person).
- 3.2A User may accept this Agreement only if:
- (a)if such User is a natural person, is of the legal age, has the eligibility and mental capability to form a binding contract.
- (b)if such User is a juristic person, is lawfully existing and has all the authorizations, permits and allowances to enter into this Agreement and form a binding contract.
- (c)such User is not legally barred or restricted from using the Services.
- 3.4The Agreement shall govern the relationship of each and every User with the Company. The Company may also execute separate written agreements with its Users. In case of conflict between terms of such separate written agreement and this Agreement, the terms of the separate written agreement shall prevail.
- 3.5 In case a person is accessing the Services on behalf of a User who is a juristic person (“Authorized Representative”), the Authorized Representative represents to the Company that he has the necessary authorization to act on behalf of such User and to bind the User to this Agreement. The Authorized Representative agrees that upon accessing the Services, the terms of this Agreement shall be applicable to him, to the same extent as they would apply to the User. The Authorized Representative shall maintain confidentiality of all activities undertaken by such Authorized Representative on behalf of the User. The Company shall presume that all activities of the Authorized Representative on behalf of the User have been authorized and ratified by the User. In case the User initiates any legal proceedings against the Company due to any act or omission of the Authorized Representative, the Authorized Representative agrees to indemnify the Company, its officers, directors, employees and affiliates against any expenses, loss or damage that may accrue to the Company due to such legal proceeding, to the maximum extent permitted under applicable law.
4PROVISION OF SERVICES
- 4.2The purpose of provision of Services is to facilitate consummation of Transactions through an online Security syndication platform focused on impact investing, including providing Assorted Services to the Users. The Website is being provided to the Users as a discovery platform and to facilitate consummation of Transactions based on Users’ interests, and may not be used for any other purpose. Users agree and acknowledge that these Terms are not a prospectus or an advertisement and Securities are not being offered to the general public through Services. Users also agree and acknowledge that the Company is not engaged in facilitating peer to peer lending.
- 4.3The Services may be availed by the Users by:
- (a)registering on the Website for entering into a Transaction as a Security Holder and/or a Purchaser;
- (b)purchasing all or part of the Assorted Services;
- (c)accessing (either through itself or through another Person) the Website or any content thereof; and/or
- (d)simply surfing and/or browsing the Website.
- 4.4Users agree and understand that in order to provide certain parts of Services, the Company may require the Users to register on the Website by providing certain information (“Registrable Services”). Such Registrable Services shall include, but will not be limited to the following:
- (a)Access to certain specific fields of information of other Users, as decided by the Company at its sole discretion, subject to applicable law;
- (b)Provision of certain specific fields of its own information to other Users, as decided by the Company at its sole discretion, subject to applicable law; and
- (c)Access to certain parts of Services provided by the Company.
- 4.5Users agree and understand that Registrable Services shall not be provided by the Company to Users unless such Users register on the Website in the form and manner required by the Company. Provision of Registrable Services is dependent on the information provided by a User to the Company. Users shall ensure that all information provided by it to the Company in order to access the Registrable Services is always true, accurate, complete and updated and any change in such information will be updated by such User and intimated to the Company immediately.
- 4.6Subject to applicable law, the Company may stop provision of Services (or any part of Services), permanently or temporarily, to a User or to Users generally or may modify or change the nature of Services and/or these Terms at its sole discretion, without any prior notice to the Users. Use of Services by a Person following any such modification constitutes such Person’s deemed acceptance to be bound by this Agreement (or as it may be modified).
5USE OF SERVICES
- 5.1In order to use Services, a Person will require accessing the Website through internet in such form and manner as required by the Company. The Company may update the Website from time to time in order to ensure a better User experience and consequently may temporarily cut or restrict Users’ access to the Website and/or to the Services.
- 5.2Users shall use the Services only for such purposes as is permitted by:
- (a)this Agreement; and
- (b)if User is a natural person, any law, regulation or generally accepted practices or guidelines applicable in the country of which User is a citizen, in which User is a resident or from where User accesses the Services; or
- (c)if User is a juristic person, any law, regulation or generally accepted industry practices and guidelines applicable in the country where User is registered, where User maintains its principal office or from where User accesses the Services.
- 5.3While some parts of the Services are available to Users free of cost, certain parts of Services may be provided to the Users at a cost. The Company reserves the right to amend these Terms and impose a cost on free parts of Services in future. The Company will use its reasonable efforts to give Users a prior intimation as and when any part of free Service becomes a paid Service. If, after being so intimated, any User access paid parts of Services, cost for such paid Services shall become due and payable by such User to the Company and the Company shall have the right to recover the cost for provision of such paid Service to the User, from the User.
- 5.4Registered Users shall be provided access to an online account on the Website through which such Users may access the Registrable Services. It shall be the sole responsibility of the Registered Users to maintain the privacy and confidentiality of their access details (like user id, password etc.) with respect to Registrable Services. Any access to and/or use of Registrable Services from the registered account of a Registered User shall be construed as access to and/or use of such Registrable Services by such Registered User.
6RESTRICTION ON USE OF SERVICES
- 6.1Users will not use the Services for any purpose that is illegal, unlawful or prohibited by this Agreement, including for the purpose of peer to peer lending.
- 6.2Users will not access (or attempt to access) the Services by any means other than in the form and manner provided by the Company, unless such User has been specifically allowed to do so in a separate written agreement with the Company.
- 6.3Users will not redistribute, sublicense, rent, publish, sell, assign, lease, market, transfer, or otherwise make the Services, in full or in part, available to third parties unless allowed to do so by the Company in writing.
- 6.4Users will not circumvent or disable any digital rights management, usage rules, or other security features of the Website; remove, alter, or obscure any proprietary notices (including copyright notices) on any portion of the Website; and not use Services in any manner that threatens or is likely to threaten the integrity, performance or availability of Services.
- 6.5Users will not attempt to or engage in any activity that may, unless it is expressly permitted by the Company in writing or is required by applicable law:
- (a)reverse engineer, decompile or otherwise extract the source code(s) related to the Services or any part thereof;
- (b)use any robot, spider, retrieval application, or other devices to retrieve or index any portion of Services;
- (c)collect information about other Users in any illegal or unlawful manner for any illegal or unlawful purpose;
- (d)register on the Website to access Registrable Services or create any online accounts by automated means or under false or fraudulent pretences for using the Services;
- (e)transmit any viruses, worms, defects, trojan horses, or any items of a destructive nature through Services;
- (f)use Services in any manner that can damage, disable, overburden, or impair, or undertake any action which is harmful or potentially harmful to, any of the servers, networks, computer systems or resources connected to any of the servers connected, directly or indirectly to the Services, or interfere with any other third party's access to and/or enjoyment of Services;
- (g)carry out any denial of service (DoS, DDoS) or any other harmful attacks on the Website or; disrupt or place unreasonable burdens or excessive loads on, or interfere with or attempt to make, or attempt any unauthorized access to Services or any part of Services or any User;
- (h)forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Website; or
- (i)obtain any materials or information through any means not intentionally made available, in the opinion of the Company, through Services.
- 6.6Users agree and undertake not to impersonate another Person or impersonate, guide or host on behalf of, or falsely state or otherwise misrepresent its own affiliation with any Person, including, but not limited to the Company's officials, employees, agents, partners, affiliates, dealers and franchisees.
- 6.7 Users agree and acknowledge that provision of Services do not constitute an offer to sell, or solicitation of an offer to buy, any of the Securities by any Persons in any jurisdiction in which it is unlawful for such Person to make such an offer or solicitation.
7ROLES AND OBLIGATIONS OF THE USERS
- 7.1 Users agree to the following roles and obligations in order to avail the Services:
- (a) Display of User Information: Users agree and acknowledge that the information provided by them to the Company may be displayed on the Website with view rights to other Users. Company may, at its sole discretion and subject to applicable law, choose to disclose certain fields of User information only to Registered Users.
- (b) Access to other Users: Based on the User information displayed on the Website, a User may access and/or interact with the other Users in the form and manner facilitated by the Website. In case of any inaccuracies in any information provided by a User, the Company shall not be responsible for any consequences thereof.
- (c) Issue and/or transfer of Security: Users acknowledge that the Company is simply providing a platform for the Users to interact and facilitate consummation of Transactions, however, actual issue and/or transfer of Securities shall be made directly from the respective Security Holder to the respective Purchaser.
- (d) User's ability to transact: Each User will ensure that it has the power, authority and all necessary permissions to undertake the Transaction through the Website. User agrees not to undertake any Transaction through the Website should it be illegal, unlawful and/or violating any third party's right or applicable law.
- (e) Secondary Sale of Security: Users may use the Services to transfer a Security subscribed and/or purchased by a User either through the Services or otherwise, to another User. With respect to such secondary sale Transaction, (i) the selling User will act as a Security Holder and will be bound by the duties and obligations of the Security Holder contained in this Agreement; and (ii) the purchasing User will act as a Purchaser and will be bound by the duties and obligations of the Purchasers contained in this Agreement. Users agree and acknowledge that the Company is not engaged in public listing of securities and/or facilitating peer to peer lending.
- (f) Service Fee: Upon consummation of a Transaction, in lieu of Services provided by the Company, such amount of service fee as may be agreed by the Company in a separate written agreement on a case by case basis ("Commission") plus such amount of service tax per transaction as may be applicable ("Service Tax") shall become due and payable by the User to the Company ("Service Fee"). For avoidance of any doubt, it is hereby clarified that in the event a Registered User shows interest in a Transaction, such Registered User shall be liable to pay the Service Fee to the Company as required herein, if such Transaction is consummated anytime within 12 (twelve) months from the date of such interest, through Services or otherwise.
- (g) Assorted Costs: In lieu of Assorted Services offered through the Website, relevant amount of Assorted Costs plus Service Tax shall be payable by the User to the Company, in advance of rendition of Assorted Services.
- (h) Commercial Use: Unless agreed to the contrary in writing, Services provided by the Company are for non-commercial and personal use of the Users only. Users are not allowed to copy, reproduce, alter, modify, create derivative works of, or publicly display any Services or any part thereof without a prior written consent of the Company.
- (i) Non-compete and Non-solicit: Users will never, directly or indirectly, (i) solicit or attempt to solicit, induce or recruit, engage or in any other way encourage employees or consultants of the Company, its subsidiaries, divisions, or affiliates to terminate their respective contracts with the Company and/or engage with itself and/or any third party; or (ii) engage in any activity which is same or similar to the business of the Company.
- (j) Purchaser obligations: Users registered as Purchasers specifically agree to the roles and obligations set forth in Clause 7.2 below.
- 7.2 Purchasers agree to the following roles and obligations in order to avail the Services:
- (a) Showing Interest: Based on the information displayed by a Security Holder on the Website, Purchasers may show interest in a Transaction to the respective Security Holder through the Website.
- (b) Co-Purchaser Rights: A Purchaser may be approached by a User to participate in a Transaction along with other Purchasers. Should several Purchasers decide to take part in a Transaction, unless one of the Purchases qualifies as a Lead Purchaser, the Company shall facilitate certain non-negotiable commercials in relation to such Transaction and Purchasers agreeing to such non-negotiable commercials will take part in the Transaction.
- (c) Lead Purchaser Rights: Should several Purchasers decide to take part in a Transaction and one of the Purchases qualifies as a Lead Purchaser, such Lead Purchaser will represent the other Purchasers in respect of the Transaction. In the event the number of Purchasers involved in a Transaction exceeds 4 (four), the Lead Purchaser will execute a power of attorney for representing all the other Purchasers involved in the Transaction.
- (d) Rejection Rights: The Purchasers may reject their interest in a particular Transaction at any point in time through the Website. Upon such rejection, the Purchaser will not be able to access the rejected Transaction for a period of 6 (six) months from the date of rejection.
- (e) Authenticity of Securities: The Company is not responsible for and does not give any guarantee of the authenticity of Securities and/or the Security Holders available on the Website. Purchasers may procure a due diligence by purchasing the Pre-Investment Services in order to ascertain the authenticity and adequacy of a Transaction, on a case by case basis.
- (f) Risks and Recommendations: Purchasers specifically agree and understand that any Transactions involving making investments in the ventures registered on the Website will expose the Purchasers to a wide variety of risks. Purchasers agree to evaluate such risks and seek appropriate recommendations to mitigate them before entering into a Transaction.
8 RISKS AND RECOMMENDATIONS
- 8.1 Users understand and acknowledge that they need to be aware of and evaluate a wide range of risk factors in respect of the Transactions, including the following:
- (a) Capital Risk: It is necessary for a User to consider its own risk taking capacity before entering into a Transaction as the User may lose part or all of its capital invested through a Transaction rather than receiving any returns. Transactions involving making investments in the ventures registered on the Website involve a high degree of risk as there is no guarantee that the venture will provide any return on capital, including in the event of co-investments.
- (b) Dividend Risk: Users should understand that even successful ventures are unlikely to provide any return on the capital or profit or by means of dividend pay-outs for a number of years after consummating a Transaction.
- (c) Market Risks: Availability of favorable market and economic conditions are the essential elements contributing to success of ventures registered on the Website. Accordingly, success of any Transaction depends on multiple external factors and general economic conditions like availability of external credit markets, equity markets and stability of global economies.
- (d) Performance Risk: While we understand that Users may choose to enter into a Transaction based on certain projections and/or forecasts, they should understand that any future statements are by their very nature uncertain and susceptible to any changes in the circumstances. Accordingly, financial and/or social performance of the ventures registered on the Website cannot be guaranteed.
- (e) Valuation Risk: Users should recognize that, in respect of the nature of ventures registered on the Website, there is generally no market for the Securities due to difficulty in objectively valuing the investments made, the value of the venture and/or the magnitude of risk involved while entering into a Transaction in respect of such venture.
- (f) Information Paucity: Due to the very nature of ventures registered on the Website, it may not be possible for a User to get access to all the requisite information on a timely basis or to get a particular desired information at all. Consequently, the User may not have complete, accurate and updated information about the current value and risks associated with a venture registered on the Website.
- (g) Absence of Liquidity: Users may not have multiple exit options in respect of a venture registered on the Website and may be able to realize the returns only upon occurrence of winding up, merger, acquisition, initial public offering or any other event of the like nature, in relation to such venture. Accordingly, investment made by the Users by means of Transactions will generally be against private, illiquid Security holdings.
- (h) Legal, Tax and Regulatory Risks: Users understand that Transactions are subject to certain legal, tax and regulatory risks and consequences applicable pursuant to a User's country of residence or country of registration. Users are advised to consult and seek adequate tax and legal advice in this regard and understand the consequences, prior to consummating a Transaction.
- (i) Technology Risk: Users agree and understand that technology of any nature is susceptible to redundancy in time and/or with new technologies replacing the old. Accordingly, any investments made in specific technologies involves a high degree of market and/or performance risk.
- 8.2 Users may follow certain best practices based on their independent risk evaluation in respect of the Transactions, including the following:
- (a) Value of investment: Users should not invest more than they are comfortable losing in a Transaction, even if such Transaction involves making a co-investment. As a beginner, Users should invest in small amounts and may choose to invest more as they learn and grow in the industry. At no point should a User invest more than 5% (five percent.) of its net worth in the ventures registered on the Website and/or in the ventures of the like nature.
- (b) Number of investments: A User should diversify its investments and invest only if it has enough capital to make a minimum of 5 (five) investments through different Transactions. Despite such diversification in relation to the Transactions, the User should expect its total losses to exceed its total gains.
- (c) Terms of investments: As a beginner, a User should co-invest with other experienced investors having a good track record and ensure that it gets same or similar terms as the experienced investors. In case a User chooses to invest through a Transaction involving a Lead Purchaser, the User should ensure that such Lead Purchaser is an experienced investor with a good track record. However, a User may not have the same rights in relation to a Transaction as a Lead Purchaser, including returns on the investment, right to invest in future financing and/or right to a board seat in the investee venture. Users should be aware that other experienced investors, including the Lead Purchaser, may have a conflict of interest with the User pursuant to such experienced investor's other investments.
- (d) Ascertain factual position: Users should not invest in a venture simply because of good press in relation to such venture and/or involvement of famous investors in such venture. Users should do their own research in relation to the ventures registered on the Website. The information provided on the Website is submitted by the other Users and may not be verified by the Company. The Company does not, suo motu, conduct detailed due diligence on any Users. Ventures registered on the Website may change their plans constantly without making any updates on the Website.
- (e) Maintain confidentiality: User should not discuss about the Transactions in public unless such User is certain that the venture registered on the Website is raising finds publicly in that Transaction. If a User talks about a Transaction publicly, it should stick to the facts and not make any forecasts as the other Users and/or regulators may use non-facts or forecasts against the investee venture involved in a Transaction.
- (f) Intent of investments: Users should invest in the ventures registered on the Website only because they believe in the mission of the investee venture and not just for profit. A User cannot hold the Company and/or the investee venture responsible for its losses and/or missed opportunities in relation to a Transaction. When in doubt, Users should choose not to invest.
- 8.3 Users agree and acknowledge that the foregoing risks enumerated in Clause 8.1 and recommendations enumerated in Clause 8.2 are only indicative in nature. Users should seek independent legal advice, tax advice and read the Transaction related documents carefully before consummating a Transaction. In this regard, Users may choose to purchase certain parts of Assorted Services provided by the Company at Assorted Costs as may be determined and agreed.
9 ROLES AND OBLIGATIONS OF THE COMPANY
- 9.1 The Company shall have the following role and rights with respect to provision of Services:
- (a) Restriction on access: The Company is entitled to act on the basis of the information provided by the Users and seek such further information, clarifications or verifications as it may deem necessary for granting access to any part of Services. Such access may be suspended or cancelled if the Company is of the view that any of such information may be fake, incomplete, false, redundant or inaccurate. A suspended access may be restored immediately upon User furnishing the requisite information to the satisfaction of the Company.
- (b) Prohibit Access: The Company reserves the right to, at its sole and absolute discretion, deactivate any User's account on the Website and/or block any User's access to the Website upon a material violation of this Agreement by such User. The Company also reserves the right to block or suspend the use of Website or Services at any time for any reason. The Company shall use best efforts to give a reasonable notification of such prohibition to the concerned User.
- (c) Accept or Decline Registration: The Company may accept or decline registration requests made by a User to access Registrable Services and/or facilitation of a Transaction through the Website, at its sole and absolute discretion. The Company may decline provision of any part of Services to a User, inter alia, if: (i) the Transaction proposed to be consummated through the Website does not meet the requirements of the Company; and/or (ii) the proposed Transaction is not as per this Agreement or is not suitable for the Company, in the opinion of the Company; and/or (iii) such engagement is illegal or unlawful.
- (d) User Marks: User grants to the Company a non-exclusive, royalty-free, limited license to use, display and reproduce the trademarks, service marks, logos and/or any other such marks of the User ("User Marks"). User Marks shall be used by the Company solely in connection with provision of Services in such form and manner as may be reasonably necessary, in the opinion of the Company. The Company acknowledges that the concerned User and not the Company is the sole and exclusive owner of the User Marks.
- (e) Returns on the Transactions: The Company does not guarantee any returns in relation to the Transactions consummated through the Website as such returns are dependent upon the independent judgment of the Purchasers, market trends, specific Security Holders and performance of the ventures registered on the Website.
- (f) Third Party Allegations: In the event a third party raises any allegation in relation to transferability and/or ownership of Securities offered, issued and/or transferred by a Security Holder on the Website, the Company will have no liability in this regard, and if such third party chooses to take any action against the Company, then the Security Holder will indemnify and hold harmless the Company against any such action in addition to damages for financial and reputational loss suffered by the Company.
- (g) Sale of Assorted Services: The Company shall offer through its Website, the various specific Assorted Services at the corresponding costs displayed on the Website ("Assorted Costs") to the Users. Users may purchase such Assorted Services by making payment of requisite Assorted Costs to the Company through the Website, using such payment methods as available on the Website.
- 10.1 Each User is bound by this Agreement from the time such User commences using the Services till the time such User ceases to use Services. All the rights and obligations of Users under this Agreement, which either expressly or by their nature survive the termination of this Agreement (such as the Company's right to be indemnified, non-compete, non-solicit), will not be extinguished by termination of this Agreement.
- 10.2 User may terminate this Agreement by ceasing access to Services in any manner, including disabling access to Registered Services. The Company may terminate this Agreement with respect to any User by suspending or permanently barring access to Services.
- 10.3 The Company reserves the right to terminate Users' access to Services or any part of Services, at any time if:
- (b) such User does not pay the requisite cost of using such part of Services which is not provided by the Company free of cost;
- (c) a third party (if any) with whom the Company offers Services has terminated its relationship with the Company or ceased to offer the related services to the Company or to such User;
- (d) provision of Services or any part of Services is no longer commercially viable or feasible for the Company;
- (e) the Company believes that such User is a repeat infringer of the terms of this Agreement; or
- (f) the Company is required to terminate this Agreement by applicable law, Government order or order of a court with requisite jurisdiction.
- 10.4 Upon termination of this Agreement with respect to a User, all the legal rights obligations and liabilities that such User and the Company have benefited from, been subject to (or which have accrued over time whilst the Agreement has been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and shall continue to apply to such rights, obligations and liabilities indefinitely.
11 INTELLECTUAL PROPERTY RIGHTS
- 11.1 Use of Services shall, at all times, be governed by and subject to the applicable laws regarding copyright, trademark, patent, and trade secret ownership and use of intellectual property and Users agree to abide by such laws. A User shall solely be responsible for any violation of any law or for any infringement of any intellectual property rights caused by such User's use of Services. The Company respects the intellectual property rights of all Persons and does not hold any responsibility for any violations of any intellectual property rights by Users.
- 11.2 Unless specified to the contrary and subject to applicable law, ownership of all intangible and/or intellectual property developed or existing (including any data generated as a result of Services) shall ab initio rest with the Company. Nothing in these Terms shall be construed as granting of any implied licenses by the Company and all rights not expressly granted to a User are reserved solely by the Company unless specified otherwise.
- 11.3 Users agree and acknowledge that as a part of Services, the Users may be provided access to certain content, including any presentations, templates, agreements and/or documents, which is owned by the Company, other Users and/or third parties. Users agree and acknowledge that ownership of all such content shall rest with the Company, other Users and/or such third party, as the case may be, and User shall use such content only for limited purposes set forth in this Agreement.
- 11.4 Users hereby grant to the Company and the Company hereby accepts a worldwide, non- exclusive, royalty-free, sub licensable, limited license to use any content uploaded, submitted, stored or sent by the User on the Website for provision of Services or otherwise to the Company ("Content License"). For avoidance of any doubt, ownership of all content uploaded by the User on the Website shall rest with such User and the Company shall use such content only for limited purposes set forth in this Agreement. The Content License shall continue to operate even if a User stops using the Services.
- 11.5 Users acknowledge that certain underlying technology or software used by the Company in connection with Services and certain content displayed on Website may contain rights of a third party and for use of any such third party's intellectual property, Users may need to get permission directly from the owner of such intellectual property. All third parties owning any intellectual property have a right to take appropriate actions against any User for any violation, infringement or passing off by such User.
12 DATA OWNERSHIP AND PRIVACY
- 12.3 Users are responsible for maintaining the confidentiality of passwords associated with any device or online accounts that Users use to access Services. Accordingly, a User is solely responsible for all activities that occur with use of such Users' online account or device. If a User becomes aware of any unauthorized use of its online account of device, such User will immediately notify the Company as well as the relevant authorities of the same.
13 LIMITATION OF LIABILITY AND INDEMNIFICATION
- 13.1 Use of Services is entirely at User's own risk and the Company shall not be liable for any direct, indirect, incidental, consequential, special, exemplary, punitive, monetary or any other damages, fees, fines, penalties or liabilities whatsoever arising out of or relating to a User's use of Services.
- 13.2 The Company shall make reasonable efforts to make the Services available to Users in the best possible manner. However, a User may cease from accessing the Services if such User is not satisfied with Services.
- 13.3 Users agree and understand that Website may be accessed by multiple Users who or which may act as Security Holders and/or Purchasers. Users acknowledge that Services only include providing an online Security syndication platform for consummation of Transactions. Any Transaction made between a Security Holder and a Purchaser shall constitute an agreement between such Security Holder and Purchaser and the Company shall have no liability with respect to appropriateness, transferability, authenticity and accuracy of the issue and/or transfer of Security through the Website. The Company, by providing the Website, does not constitute an institution of agency with any of its Users and the Company's relationship with each and every individual User shall be on a principal to principal basis.
- 13.4 Users agree and acknowledge that the Company is not making any representation or warranty to any User regarding the legality of a Transaction or about the income and other tax consequences to a User of such Transaction.
- 13.5 Users agree and acknowledge that they must rely on their own examination of a Transaction and the terms of the offering including the merits and risks involved. It is the responsibility of the Users to satisfy themselves as to full observance of the laws of any relevant territory in connection with any such Transaction, including obtaining any required governmental or other consents and observing any other applicable requirements.
- 13.6 Users agree and acknowledge that Transactions may involve significant risks due to, among other things, the nature of the Transactions. Purchasers agree to have the financial ability and willingness to accept such risks and lack of liquidity which may be a characteristic of some of the Transactions.
- 13.7 Users should not construe the contents of this Agreement as legal, tax, investment or other advice. Each User should make its own inquiries and consult its advisors as to the Transactions and as to legal, tax and related matters concerning a Transaction. Users may purchase the Assorted Services provided by the Company, in this regard.
- 13.8 Purchasers agree and acknowledge that Securities are being offered subject to various conditions, including, (i) withdrawal, cancellation or modification of the offer by the Security Holder without notice; (ii) the right of the Company to reject any subscription and/or purchase, in whole or in part, for any reason; and (iii) the approval of certain matters by legal counsel. Each User is responsible for its own costs in considering a Transaction. The Company shall not have any liability to a Purchaser whose subscription is rejected or pre-empted by a Security Holder.
- 13.9 Users shall defend, indemnify and hold the Company, and the Company's officers, directors, employees, representatives, consultants and agents harmless from and against any claims, actions, demands, liabilities, judgments, and settlements, including without limitation, reasonable legal fee that may result from or alleged to result from (a) such User's access to or use of the Services; (b) such User's breach of any rules, regulations and/or orders under any applicable law; or (c) such User's breach of any obligation under this Agreement. Each User is responsible for any breach of its obligations under the Agreement and/or for the consequences of any such breach.
14 NO WARRANTIES
- 14.1 The Company disclaims all warranties in relation to access to or provision of Services, whether express or implied, including but not limited to:
- (a) Services being constantly available or available at all;
- (b) Services being successfully executed in all cases;
- (c) Services being always functional without any disruption, delay or error;
- (d) User’s ability to use the Services, directly or indirectly;
- (e) Users’ satisfaction with the Services;
- (f) the accuracy of the data provided in the course of Services;
- (g) the security and privacy of each User’s data;
- (h) that all bugs or errors in relation to Services will be fixed or corrected;
- (i) that Website will be compatible with all devices, all networks and all browsers;
- (j) that use of Services is fit for a particular purpose or use, except as provided herein; or
- (k) that Services will be accessible in every location.
- 14.2 The Company, the Company’s officers, directors, employees, affiliates and agents and any other service provider responsible for providing Services in connection with this Agreement will not be liable for any acts or omissions, including of a third party, and including those vendors participating in the Company’s offerings made to Users, or for any unauthorized interception of data or breaches of this Agreement attributable in part to the acts or omissions of third parties, or for damages associated with the Company, or equipment that it does not furnish, or for damages that result from the operation systems, equipment, facilities or services provided by third parties that are interconnected with the Company.
15 GOVERNING LAW AND DISPUTE RESOLUTION
- 15.1 The Services may be provided from and the Website may be controlled and operated from and through any country and may be subject to the laws of that country. When a User accesses the Services from any location, then, the User is responsible for compliance with the local laws applicable to such User.
- 15.2 This Agreement shall be governed by and shall be construed in accordance with the laws of India. All disputes relating to this Agreement shall be settled in the courts located at Mumbai, Maharashtra, India. The Company makes no representation with respect to appropriateness of any content contained on the Website for use and/or access outside the territory of India. If a User chooses to use and/or access the Website and/or Services from outside India, such use shall be at User’s own risk and such User shall be responsible for compliance with the laws of such foreign jurisdiction.
- 15.3 Any cause of action arising out of a User’s use of Services must be commenced within 30 (thirty) days after (a) when such cause of action accrues; or (b) such User becomes aware of the facts giving rise to the cause of action, whichever is later, else, such cause of action shall be permanently barred.
- 16.1 The Company may post notices within the Website or send Users notices on the registered e-mail address or the telephone numbers as shared by the Users with the Company. Users will deemed to have received such notices, if sent via e-mail, within 24 (twenty four) hours of the Company sending the notice. Use of Services by any User after expiry of 3 (three) days from the day notice was sent, shall constitute receipt and acceptance of the notices sent to the User.
- 17.1 The Company shall not be responsible for viruses, worms, trojan horses, and other harmful or destructive content uploaded by other Users. The Website may contain content uploaded by Users, which is offensive, indecent, or otherwise objectionable. The Website may also contain content uploaded by Users, which infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to certain additional terms and conditions, stated or unstated. The Company disclaims any responsibility for any harm resulting from the use of the Website, or from any downloading of any third party content posted on the Website.
Last updated on: 30.11.17