Terms and conditions

I. The terms and conditions contained herein ("T&C") contain the complete terms and conditions that apply to a Client and govern the Client's access to and use of the Service. However, some of the Services may require the Client to agree to additional terms and conditions. Unless otherwise provided, those additional terms shall be deemed to be incorporated into the T&C.

1. Acceptance of Terms

(a) By (i) using the Platform or availing the Services provided through the Platform in any way; or (ii) browsing the Platform, the client is deemed to have read, understood and accepted the T&C as well as any privacy policy that may be available on the Platform.

(b) The Client acknowledges that by accessing and using the Platform and availing any of the Services, it agrees to be bound by the T&Cs. The T&C establish a contractual relationship between VCPL and the Client.

(c) In the event the Client is not agreeable to the T&C, it shall not access the Platform or avail the Services.

(d) The T&C contained herein expressly supersede all prior agreements or arrangements between VCPL and the Client.

(e) The Client understands that the access to the Platform and the offer of Services is conditional upon the Client's irrevocable consent and acceptance of all the terms, conditions and obligations contained in the T&C (as may be amended from time to time).

2.

(a) By agreeing to the T&C and by availing the Services, the Client represents that it is lawfully able to enter into contracts (if an individual) or has the legal authority to enter into contracts on behalf of the body corporate/company/partnership.

(b) The Client acknowledges that VCPL is merely providing a platform for facilitating the transactions between the Client and the Counterparties on the Platform by and shall in no manner be liable or responsible for any such transactions or be construed as an agent of the Client.

(c) The Client acknowledges and agrees that any use of the Platform and the availing of the Services is at the sole risk of the Client.

(d) The Client acknowledges and agrees that it is solely responsible for its data uploaded to or transmitted through the Platform, the consequences of uploading or transmitting.

(e) The Client acknowledges, represents, and warrants that with respect to any data posted on or transmitted through the Platform:

(i) It has all necessary licenses, rights, consents, and permissions to upload, transmit, or publish such data and that it grants VCPL, express, irrevocable license and authorization to use such data for the Services; and

(ii) Any use by VCPL of the data uploaded, transmitted, or published by it on the Platform will not constitute infringement of any third party’s rights.

(f) The Client agrees and acknowledges that it is solely responsible to VCPL and to any Counterparty for any breach of its obligations under the T&C and for the consequences of any such breach (including any loss or damage which VCPL may suffer).

3. Use of Platform and Services

(a) In order to access the Platform and to obtain the benefit of the Services, the Client will have to register and create an account by providing accurate and complete information. VCPL is not responsible for verifying the accuracy of any such information.

(b) VCPL reserves the right to reject the request for creation of the account, at its sole discretion, if the data or information submitted appears to be incomplete, incorrect or fraudulent.

(c) On the creation of the account, VCPL grants to the Client a non-exclusive, limited privilege to access and use the Platform and the Services offered on the Platform, subject to compliance with the T&C. The account is non-transferable and its use is restricted to the Client creating the account.

(d) The Client is solely responsible for its account and any activity on it, and must keep the log-in credentials (log-in ID and password) secure at all times. The Client shall not sell, transfer or sub-license the log-in credentials to any other person. The Client shall promptly on becoming aware of any unauthorized use of its account, notify VCPL at feedback@vivriticapital.com. Failure of the Client to notify VCPL may create liability on the Client for any losses/damages caused by any unauthorized use of the account.

(e) The availing of the Services and the use of Platform is only for purposes permitted by: (i) the T&C; and (ii) any applicable law, regulation or generally accepted practices or guidelines.

4. General Undertakings of the Client

(a) The Client agrees to access any information, material, documents on Platform, provided by itself or any third party but accessible to the Client, or avail any Service only through the authorised access provided by VCPL.

(b) The Client shall not use or attempt to use any unauthorised means, including but not limited to, use of any deep link, program, automatic device, algorithm or methodology, or any similar processes, or hacking to access, utilise, copy or monitor any part/feature of the Platform or its content, or avail any Services or in any way reproduce or circumvent the structure or layout of the Platform, or obtain or attempt to obtain any information not openly available on the Platform.

(c) The Client undertakes not to attempt to gain any unauthorized access to the Platform, the server on which the Platform is hosted or any other database, server or computer connected to the Platform.

(d) The Client shall not misuse the Services or corrupt or try to corrupt the Platform by introducing any bugs, viruses, worms, malwares, spyware or any similar program which is malicious or harmful.

(e) The Client undertakes to ensure that any material/information/data uploaded by it on the Platform is strictly of nature and context as required by the Platform for the relevant Service, and is not in violation of any applicable law.

(f) The Client further undertakes not to:

(i) impersonate any person or entity, or misrepresent its affiliation with a person or entity;

(ii) publish, post, upload or distribute files that contain bugs, viruses, worms, malwares, spyware or any similar program, or corrupted files that may disrupt the operation of the Platform or a Counterparty's computer;

(iii) engage in any activity that disrupts access to the Platform or the Services;

(iv) disrupt or interfere with the security of, or otherwise cause harm to, the Platform, accounts, passwords, servers or networks connected to or accessible through the Platform;

(v) cause any interference or attempt to interfere with the proper working of the Platform or any transaction being conducted on the Platform, or with any other person's use of the Platform;

(vi) upload or distribute files that contain such material which is infringing the copyrights, trademarks, confidentiality, privacy or any other proprietary information protected by law, unless the Client has the rights or the necessary consents thereto;

(vii) use the Platform or Services for any purpose that is fraudulent, unlawful or prohibited by the T&C and by applicable law, or to solicit the performance of any illegal activity or other activity which infringes the rights of VCPL or any Counterparties;

(viii) upload or distribute any material or information that is, or contains tags or keywords which are, illegal, inappropriate, profane, obscene, offensive, abusive, harassing, misleading, indecent, defamatory, disparaging, or menacing, or is otherwise injurious to VCPL or any Counterparty, or objectionable in any manner whatsoever;

(ix) download any file posted by the Counterparty that the Client should know, or reasonably should know, cannot be legally distributed in such manner;

(x) violate the T&C or any applicable laws or regulations for the time being in force;

(xi) decompose, modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information or software obtained from the Platform.

5. Confidentiality

(a) The Client acknowledges and agrees that any information including names, assets, details, documents, transaction records, potential transactions, negotiations, pending negotiations, data, applications, software, systems, papers, statements, business information, marketing and financial information, databases, manuals, records and reports, articles, systems, material, sources of material, and any other data pertaining to Counterparties and VCPL, available to it through Platform ("Confidential Information") is of a sensitive and confidential nature.

(b) The Client undertakes to keep all Confidential Information confidential and shall ensure that none any of its employees, agents, representatives do anything to breach the confidentiality. The Client undertakes to use all Confidential Information with such care and discretion, but not less than reasonable care, to avoid disclosure, publication or dissemination of Confidential Information as it uses with its own similar information that it does not wish to disclose, publish or disseminate.

(c) The Client may disclose Confidential Information only to:

(i) its employees, representatives, agents or contractors on a 'need to know' basis and only for the purposes of performance of its obligations under the transaction/Services;

(ii) the extent required by any regulatory authority or governmental authority under applicable law; and

(iii) any other party with the Client's prior written consent.

(d) The Client agrees:

(i) to take all necessary action to protect the Confidential Information against misuse, sale, loss, destruction, deletion and/or alteration;

(ii) use the Confidential Information in connection with the Services/transaction for which the Confidential Information is obtained; and

(iii) not to misuse or permit misuse directly or indirectly, commercially exploit the Confidential Information of the other Party for economic or other benefit.

6. Data Protection

(a) The storage, usage and transmission of all information obtained by it through the Platform, shall at all times be in accordance with the Information Technology Act, 2000 read with Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 and all other applicable law.

(b) In the event the Client obtains any Personal Data or Confidential Information pursuant to any transaction/Services, it shall only undertake the processing of Personal Data/Confidential Information reasonably required in connection with the performance of its obligations under the transaction/Services.

(c) The Client shall at all times have appropriate technical and organisational measures in place to:

(i) prevent unauthorised or unlawful processing of any Personal Data/Confidential Information;

(ii) protect any Personal Data/Confidential Information against accidental loss, destruction or damage;

(iii) ensure the reliability of its employees/contractor having access to the Personal Data/Confidential Information;

(d) The Client shall comply with all applicable law, including without limitation the Data Protection Laws to safeguard the Personal Data/Confidential Information.

7. Limitation of Liability

(a) VCPL, its, employees, agents, and associates, will not be liable with respect to any subject matter relating to the T&C under any contract or torts, or on account of negligence, strict liability or other legal or equitable rights for: (i) any special or consequential damages; (ii) for interruption of use; (iii) loss or corruption of data.

(b) VCPL shall not be liable or responsible for:

(i) any faulty operation of system during accessing of Platform or during the transmission/transfer of any data/information;

(ii) any damage that occurs due to any information provided by the Client but not being received by VCPL or any Counterparty or not being received promptly or appropriately, as a consequence of technical faults with the Platform (whether or not in VCPL's control);

(iii) any Confidential Information of the Client being used in any manner contrary to Clauses 5(c) and 5(d) by any Counterparty;

(iv) any loss or damage caused due any bugs, viruses, worms, malwares, spyware or any similar program that may infect the Client's computer, software, data or any other property caused by accessing or using the Platform or availing any Services, or from any emails, communication or attachment received from VCPL/Platform;

(v) any failure to perform, or delay in performance of, any of obligations or Services by VCPL or any Counterparty due events outside VCPL's reasonable control;

(vi) any breach of the T&C by any Counterparty;

(c) VCPL is not responsible for any indirect losses including, without limitation, loss of income, business, profits, data or any injury to reputation, howsoever arising.

(d) VCPL is not responsible for any liability for any loss, costs or damage arising out of or in connection with the use of the Platform or the inability to use it or for any delay or failure in the performance of the Services on account of the Counterparty or due to any Force Majeure Event or any other circumstances beyond the control of VCPL.

(e) The Client acknowledges that VCPL aims to facilitate seamless data and transaction processing and that VCPL is not responsible for any failure of the Platform to store, transfer or delete data or for the corruption or loss of any data, information or content contained therein.

(f) The liability of VCPL towards a Client shall in any event not exceed INR 1000.

8. Transfer of Rights

(a) The T&C are binding on the Client, its successors and permitted assigns. It may not transfer, assign, charge or otherwise dispose of any of its rights, benefits, liabilities or obligations, under the T&C without the prior written consent of the VCPL.

(b) However, VCPL may transfer, assign, sub-contract or otherwise dispose of any of its rights, benefits, liabilities or obligations under the T&C at any time or ay involve or appoint any third party to satisfy its obligations, without any necessity to notify the Client.

9. Security of data

(a) All facilities used to store data and process the transaction will adhere to reasonable security standards, which will be at par with VCPL's security standards for processing and storing its own information of a similar nature. VCPL has implemented industry standard systems and procedures to ensure the security and confidentiality of a transaction and related data, protect the Client against anticipated threats or breaches to the security or integrity of a transaction and related data, and protect the Client against unauthorized access to its data.

(b) The Client further acknowledges and agrees that it has granted VCPL the permission as well as the non-exclusive right to store and transfer its data, as part of the Services.

(c) VCPL does not claim any ownership, intellectual property rights or other rights whatsoever outside the scope of what is necessary to provide the Services.

(d) VCPL reserves the right to perform statistical analysis of the activity on Platform in order to measure interests in the various sections of the Platform for the purpose of product and Service development. Any non-personal information such as internet domain, host names, IP addresses, clickstream patterns, and the dates and times on which Platform is accessed may be recorded for the purpose of analysis. The analytical data collected is for internal use only.

10. Intellectual Property

(a) The Platform and the arrangement and processes thereof, including, but not limited to, all text, graphics, user interfaces, visual interfaces, and the computer code is owned by VCPL, and the design, structure, and arrangement of thereof is protected by copyright, patent and trademark laws, and all other applicable intellectual property laws and the Client shall not use the aforesaid without the prior written consent of VCPL.

(b) The trademarks, logos and marks displayed on the Platform are the property of VCPL, or the property of the Client(s) or of the Counterparty(ies), as the case may be. The Client shall not use any trademarks, logos and marks not belonging to it, without the prior consent of VCPL or the Counterparty, as the case may be.

(c) In the event the Client infringes or attempts to infringe the copyrights or other intellectual property rights of VCPL, VCPL may, in its sole discretion, deny the Client access to and use of the Platform.

11. Communication with Counterparties

(a) VCPL does not control, and is not responsible for any information, data, documents etc. appearing on the Platform or for any communication between the Client and the Counterparties inter se, including, without limitation, e-mails sent.

(b) The Client acknowledges that any communication received from Platform, including, without limitation, emails are automated communications and VCPL is not responsible the inaccuracy etc. of the content thereof.

(c) VCPL does not endorse, guarantee, or assume any responsibility for any Services offered to the Client, and VCPL will not be a party to, or in any way be responsible or liable for any transaction between the Client and the Counterparties on or through the Platform.

12. Taxes

(a) The Client shall be responsible for identifying and paying all taxes, duties, cess and other fees and charges (and any penalties, interest, and other additions thereto) that are payable by the Client with respect to the transactions through the Platform.

(b) VCPL will not be liable to pay, any taxes which are payable by the Client to any governmental authority for any such transaction.

13. Modification of T&C

(a) The Client acknowledges and agrees that VCPL has the right to revise, modify, amend or discontinue any of the T&C from time to time including without limitation to reflect, inter alia, changes in market conditions, technology, requirements, laws etc. and VCPL shall not be obligated to obtain any approval/consent on the revised T&C.

(b) The Client is deemed to be aware of the latest T&C and the use of Platform and the availing of the Services is subject to the most current version of the T&C available on the Platform at the time of such use. The use of Platform and Services subsequent to any modification in the T&C will constitute the Client's acceptance of the modification.

14. Temporary Suspension and Termination

(a) VCPL does not guarantee uninterrupted access to the Platform. The access to Platform or the Services may be disrupted:

(i) on the occurrence of Force Majeure Event;

(ii) for the purposes of repair, maintenance, upgrading or for other similar activities,

VCPL undertakes to take all reasonable measures to minimize any such periods during which the Platform and the Services are unavailable and shall put best effort in resuming the Services and the Platform.

(b) VCPL shall not be responsible or liable for any losses or damages suffered due to any of the events specified in sub-Clause (a) above due to the suspension of Services or due to the inability to cure such events.

(c) In the event of a system failure due to any unforeseeable circumstances or disruption, the access to Platform and Services may be temporarily suspended and no information may be accepted during such suspension.

(d) VCPL has the right to temporarily or permanently disable the Client's account when, in VCPL's opinion, without any cause or notice. On such breach, VCPL may also block access to the Client's account and/or procure that any outstanding transactions are cancelled/suspended immediately.

(e) VCPL reserves the right to restrict or suspend access to the Platform or terminate the Platform completely, at its sole discretion.

(f) All provisions of the T&C, which by their nature should survive termination, shall survive termination, including, without limitation, ownership, warranty, limitations of liability, confidentiality, disclaimers, indemnity.

15. Disclaimer of Warranties

(a) The Platform is provided on "as is" and "as available" basis. VCPL hereby disclaims all warranties of any kind, express or implied, including without limitation, the warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, availability, accuracy, completeness, security or reliability of the Services and/or any data uploaded, used or transmitted on or through the Platform. The Client uses the data and/or the Services through the Platform at its own discretion and risk and VCPL is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such data and the Client assumes all liability for its use.

(b) VCPL will not be liable for any interactions between the Client and the Counterparties on the Platform or in connection with the Services. These interactions are solely between the Client and the Counterparties and VCPL merely provides a common platform to facilitate such transactions. VCPL is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or interactions.

(c) VCPL is not obligated to be involved in or facilitate the resolution of any dispute between the Client and the Counterparties on the Platform, the Client hereby releases VCPL, its employees, agents, and associates from any claims, demands and damages, arising out of or in any way related to such disputes. Without prejudice to the above, the Client hereby waives any legal or equitable rights or remedies that it may possess against VCPL in relation to the dispute.

16. Indemnification

The Client hereby agrees to indemnify and hold harmless VCPL (including its directors, employees, representatives and agents) from time to time, against any and all losses, liabilities, obligations, damages, judgments, costs, expenses (including, without limitation, advisors' fees), claims, fines, penalties, proceedings, actions or demands, of any kind or nature incurred by VCPL as a result of the Client's use of the Platform or the Services, including but not limited to the violation of the T&C.

17. Governing Law and Jurisdiction

The T&C are governed and construed in accordance with the laws of India and the Client hereby submits themselves to the exclusive jurisdiction of courts and tribunals at Chennai, India. The Client irrevocably waives any objection it may have now or in the future to the choice of courts and tribunal of Chennai, India as an inconvenient forum.

18. Severability

Every provision contained in the T&C shall be severable and distinct from every other provision and if at any time any one or more of such provisions is or becomes invalid illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not be in any way affected or impaired thereby.

19. Waivers

(a) Neither the failure to exercise nor any delay in exercising any right, power, privilege or remedy under the T&C shall in any way impair or affect the exercise thereof or operate as a waiver thereof in whole or in part.

(b) No single or partial exercise of any right, power, or privilege under the T&C shall prevent any further or other exercise thereof or the exercise of any other right, power, privilege or remedy.

II. Definitions

Unless repugnant to the context, the terms used in the T&C have the following meaning:

"Client" means any person who has an account on the Platform.

"Counterparty" means any person with which the Client:

(a) enters into any arrangement/contract/agreement with, pursuant to or by way of the Services or the Platform; and/or

(b) may potentially enters into any arrangement/contract/agreement with, by availing the Services on the Platform.

"Force Majeure Event" includes any act, event, non-happening, omission or accident beyond the reasonable control of VCPL and includes, without limitation, the following events:

(a) strikes, lock-outs or other industrial action;

(b) riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;

(c) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;

(d) impossibility of the use of public or private telecommunications networks or internet services; and

(e) the acts, decrees, legislation, regulations or restrictions of any government, as may be applicable.

"Platform" means the platform launched by VCPL for offering Services to the Client.

"Personal Data" shall have the same meaning as ascribed to the term "Sensitive Personal Data or Information" under the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 (as amended from time to time).

"Services" means the services offered by VCPL through the Platform, including but not limited to:

(a) facilitation interaction between the Client and Counterparties to enable them to enter into transactions, including for securitisation, direct assignments, or any other product offered.

"VCPL" means Vivriti Capital Private Limited (including its successors and assigns).