Last updated on: August 30, 2023
1. INTRODUCTION
1.1. These Terms of Use (the “Terms”) form a binding contract between VC Bridge Private Limited having its registered office at G-7 Madhuban Colony, Gandhi Nagar, Jaipur, Rajasthan 302015 India (“Excluto”) through this website, http://excluto.com (referred to as the “Platform”) and you (“You” or “you” or “User”).
1.2. These Terms govern the usage of our Services (defined below) and are published in accordance with the provisions of the Information Technology Act, 2000 (“Act”) and the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, as amended from time to time (“Rules”). The Terms include and incorporate by this reference, the policies and guidelines referenced below. Excluto reserves the right to change or revise the terms and conditions at its discretion, without the need to provide prior consent to you, at any time by posting any changes or a revised Terms on this Platform. After being posted on this Platform, the modified or revised Terms will come into force. You will be deemed to have accepted any changes or revisions if you continue to use the Platform after any such changes or a new Terms have been posted. Excluto encourages you to review the Terms whenever you visit the Platform to make sure that you understand the terms and conditions governing the use of the Platform. The Terms do not alter in any way the terms or conditions of any other written agreement you may have with Excluto for other products or services.
1.3. The Terms constitute an electronic record in accordance with the provisions of the Rules, thereunder, as amended from time to time.
1.4. By accepting the provision of these Terms, you represent to Excluto that you are a person ‘competent to contract’ under the Indian Contract Act, 1872 and are not disqualified by operation of law, order of a court or an executive authority, or by provisions of any contract to which you are bound, from accessing and using the Excluto Platform and from performing your obligations hereunder. Excluto reserves the right to take suitable action in case this representation is found to have been incorrect.
1.5. These Terms are to be read in conjunction with the Privacy Policy and disclaimers mentioned on this Platform, the provisions of which are deemed to have been included herein by reference.
2. TERMS OF SERVICE
2.1. The Platform is an online portal, which functions as a “invite-only” platform for you and features a comprehensive list of venture capital firms that are seeking investment for their funds. Further the Platform caters to prospective limited partners (“Prospective LP”) that are actively researching market trends and considering investment in funds. The primary objective of the Platform is to provide the Prospective LP with valuable insights to make informed decisions at an initial stage before committing to the Fund (“Services”). By choosing to visit the Platform and/or accessing any material, information and/or availing any Services provided by Excluto through the Platform, you agree to be bound by these Terms. You agree and acknowledge that Excluto neither endorse nor recommend or act as an agent for any investment opportunity. Please read the following information carefully. If you are a registered user(s), you agree to be bound by the Terms in respect to the use of the Platform. By your continued access or use of the Platform, you signify your agreement to be legally bound by the Terms set forth herein. If you do not agree to the Terms of this agreement, promptly exit this page and stop accessing the Services.
3. REGISTRATION AND ACCESS
3.1. The Platform allows you to create a user account to avail the Services on the Platform. You may browse the Platform without creating a user account. However, some features are only available to the registered Users. You should not create more than one user account on the Platform. Users of the Platform are divided into two subcategories at the time of registration:
A. Limited Partners :
i) Users who are Prospective LPs can register by providing certain information including but not limited to your name, phone number, e-mail ID, LinkedIn hyperlink and a brief overview of Prospective LPs profile. By registering, the Prospective LPs confirm that you qualify as a sophisticated investor to participate in venture capital firm investment, and you understand the long term nature of venture capital investment and the associated risk with it. You will also have to describe in which category of investors do you fall in.
ii) Furthermore, the Platform request details regarding your investment preferences. Once you've supplied this information, you can express your interest in joining the limited partner community. Prior to finalizing your registration, you must acknowledge that you have carefully read and comprehended the risks associated with alternative investments.
iii) Upon receiving your registration, Excluto will diligently review and process your application, and post reviewing the application you will be registered.
B. Venture Capitalists:
i) Users who are venture capitalists are onboarded on the Platform by entering into a separate service agreement with Excluto. As a part of the onboarding process, the venture capitalists are obligated to furnish specific information including but not limited to the name of the fund, information about the fund, information about the asset management fund (“AUF”), target portfolio size, preferred investment stage, minimum investment commitment, expected hold period (in years), sector(s), fund geography, year of launch of the fund, outlined exit strategy, liquidity options (premature withdrawal), risk management and fund snapshot.
ii) Further, you declare that all the information provided by you at the time of registration is true and correct. You are responsible for maintaining the confidentiality of your account and the log-in details and all activities that takes place on your account. You shall notify us immediately of any unauthorized use or breach of security. Please let us know immediately if you suspect that there may be any problem with the security of your online account so we can rectify the issue.
iii) We reserve the right, in our sole discretion, to edit or remove content and terminate accounts.
4. ELIGIBILITY AND CONSENT TO USE THE PLATFORM.
4.1. By accessing and using the Services, the User(s), acknowledge that they have read, understood, and agree to these Terms.
4.2. The Services are not intended for individuals under 18 (eighteen) years of age. You affirm that you are above 18 (eighteen) years of age and are fully capable and competent under applicable laws to enter into these Terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms form a binding contract under the laws of India can register on the Platform.
4.3. It is clarified that all references to “he”, “his”, “him” and “himself”, in the context of the User, shall be deemed to include references to Users of the opposite gender as well as Users who are legal or non-natural entities.
5. PRIVACY POLICY
5.1. We suggest reading our privacy policy https://excluto.com/privacy-policy (“Privacy Policy”) governing the collecting of user data before you continue using our Platform. It will enable you to comprehend our practices more clearly.
6. INTELLECTUAL PROPERTY
6.1. You agree that Excluto, its affiliates, directors, officers, employees, agents, suppliers, or licensors own all information, products, and Services made available on this website, including any copyrights, trade secrets, trademarks, patents, and other intellectual property. You also agree that you won't use any technology, including trademark registrations, to copy or redistribute Excluto's Intellectual property. You shall not create, prepare, distribute, exchange, copy, adapt, modify, sell, transmit, publicly display, publicly perform, broadcast any work which is a derivative of or which is based upon such intellectual property. You give Excluto a non-exclusive, royalty-free right to use, reproduce, transmit, and broadcast the content you publish and upload. You should get in contact with Excluto to resolve any claims involving intellectual property.
6.2. The Excluto name, the logo of Excluto, and the names associated with the Excluto Platform are trademarks of Excluto and other third parties, and no right or license is granted to you to use them.
6.3. You will not (a) use the Services for commercial purposes of any kind, or (b) advertise or sell the domain names or otherwise (whether or not for profit), or solicit others (including, without limitation, solicitations for contributions or donations) or use any public forum for commercial purposes of any kind, or (c) use the Services in any way that is unlawful, or harms Excluto or any of its representatives.
7. LICENCE TO USE
7.1. Excluto hereby grants You, the limited, non-transferable, non-exclusive, and revocable license to access, view and use the Platform only for the purposes of accessing, viewing, posting or submitting user material, using the embedded link function, or for accessing information, applications and Services. Excluto reserves the right to suspend or deny, in its sole discretion, your access to all or any portion of the Platform. This license is limited to personal and non-commercial uses by you. Any rights not expressly granted to you herein are reserved to Excluto.
7.2. You are not permitted to reproduce, transmit, distribute, sub-license, broadcast, disseminate, or prepare derivative works of the curriculum, or any part thereof, in any manner or through any communication channels or means, for any purpose other than the limited purpose mentioned above, without Exclutos’s prior written consent.
8. PAYMENT
8.1. Registration on the Platform is free of cost for Prospective LPs.
8.2. However, the venture capitalists shall enter into a separate service agreement to avail the Services through the Platform and they shall pay an amount as per the agreed terms detailed in the service agreement directly to Excluto in any prescribed modes of payment methods as set out below:
i. Debit Card
ii. Credit Cards
iii. Amex Card
iv. Net Banking
v. Payment wallets like PAYTM/PAYU/PAYPAL UPI
vi. Online Payment Gateways.
8.3. You acknowledge that a minimum of one of the above payment methods shall be offered on the Platform. You are solely responsible for the genuineness of credentials and payment information provided on the Platform and the Platform shall not be liable for any consequences, direct or indirect, resulting from the provision of incorrect or untrue credentials or payment information by You. The payment is processed through a third-party gateway and you shall be bound by the third party’s terms and conditions.
9. AGREEMENT TO RECEIVE MAILS AND NOTIFICATIONS
9.1. You, by way of accepting these Terms, consent to the receipt of all communication from Excluto including but not limited to e-mails, newsletters and short message service (SMS) notifications and WhatsApp. You expressly grant us permission to contact you in the abovementioned ways for updating you about our Services or for marketing or promotional purposes. You shall indemnify Excluto for any liabilities including financial penalties, damages, reasonable expenses if the User’s mobile number is registered with Do not Call (DNC) Database. If you do not wish to receive communication from Excluto by way of e-mails, newsletters and SMS notifications anymore, you can send an email to admin@excluto.com
10. DELETING YOUR ACCOUNT
10.1. You can delete your account and terminate your use of the Services at any time by sending us an email stating your intention to do so, along with your name and username registered with us on our Websites. Once you send us an email for deletion of your account, we shall delete your account and you will no longer have access to your profile. We accept no liability for deletion of information or content from your profile. You acknowledge and accept that certain parts of your details may remain with Excluto after the cancellation of your profile.
11. USER OBLIGATIONS AND FORMAL UNDERTAKINGS AS TO CONDUCT
The User agrees and acknowledges that they are a restricted User of this Platform and the User:
a. Agrees to provide accurate and true credentials during the process of registration on the Platform. They shall not provide false or incorrect information.
b. Agrees that they are solely responsible for maintaining the confidentiality of their account password. The User must notify Excluto immediately of any unauthorized use of their account. We reserve the right to close your account at any time for any or no reason.
c. Authorizes the Platform to use, store or otherwise process certain personal information personalization of Services, marketing, and promotional purposes and for optimization of User-related options and Services. Excluto reserves the right to monitor your use of the Platform as well as your investment activities by use of the Services availed from the Platform.
d. Consent to receiving promotional e-mails and messages after registering on the Platform.
e. Agrees not to access (or attempt to access) the Platform and/or the materials or Services by any means other than through the interface provided by the Platform.
f. Expressly agrees to make good any losses suffered by Excluto or Platform as a consequence of any act committed by the User including but not limited to acts of fraud and falsification of information.
g. Agrees that they are using the Services of the Platform and accessing the platform at their own risk with their prudent judgment and Excluto or Platform shall not be responsible for any resultant losses suffered.
Further:
a. You hereby expressly authorizes Excluto/Platform to disclose any and all information relating to the User in the possession of Excluto /Platform to law enforcement or other government officials, as Excluto/may in its sole discretion, believe necessary or appropriate in connection with the investigation and/or resolution of possible crimes, especially those involving personal injury and theft/infringement of intellectual property. The User further understands that Excluto/Platform might be directed to disclose any information (including the identity of persons providing information or materials on the Platform) as necessary to satisfy any judicial order, law, regulation or valid governmental request.
b. You agree to use the Services provided by Excluto for lawful purposes only.
c. You agree to provide authentic and true information. Excluto reserves the right to suspend a User’s account if the information is found to be false or incorrect or the services is being misused.
d. The User agrees not to post any material on the Platform and the social media pages of the Platform that is defamatory, offensive, obscene, pornographic, indecent, abusive, or needlessly distressful, or prohibited by the law. More specifically, the User agrees not to host, display, upload, update, publish, modify, transmit, or in any manner share any information that:
i. belongs to another person or business and to which the User has no right to; is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, libelous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, or otherwise unlawful in any manner whatever; but not limited to "indecent representation of women" within the meaning of the Indecent Representation of Women (Prohibition) Act, 1986;
ii. violates any law for the time being in force;
iii. deceives or misleads the other users.
12. INVESTMENT DECISIONS
12.1. The Platform only facilitates connections between venture capitalists and Prospective LP. Any investment decisions made by you based on information or interactions through the Platform are the sole responsibility of you. Any information about any investment opportunity mentioned on the Platform shall not be considered as a recommendation for you to enter into a particular transaction nor it is a representation that any financial instrument is appropriate for you.
12.2. We do not endorse, guarantee, or assume any responsibility for the accuracy or completeness of any information provided on the Platform, including investment opportunities, terms, or potential returns.
13. DISCLAIMERS
13.1. You acknowledge and agree that Platform is provided on “as is,” and “as available” basis, without warranty of any kind, either express or implied to the maximum extent permitted by applicable laws. Excluto expressly disclaims any and all other promises, representations and warranties, whether express or implied, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, quiet enjoyment, system integration and/or data accuracy in connection with use of the Platform. Excluto does not warrant that the Platform, any application service or any other services provided by Excluto will meet your requirements or that the operation of the Platform, any application service or any other services will be uninterrupted or error-free, or that all errors will be corrected. Excluto makes no warranty regarding the quality of the Platform, Services, content or product or the accuracy, your inability to use the Platform, or the timeliness, truthfulness, completeness or reliability of any information obtained through the Platform.
13.2. You acknowledge and agree that Excluto neither endorses nor recommends or acts as an agent for the venture capitalists /Limited Partner for any specific investment opportunity information, and Excluto does not provide any assurances regarding the accuracy, completeness, or reliability of the information presented by any investment entities.
13.3. You acknowledge and agree that under no circumstance, should this Platform be construed as making a public offer to its users on behalf of any venture capitalist. Any investment decision that you may take in future related to the information available herein shall be solely at your own discretion and risk. Excluto shall not be held liable for any financial losses or damages that may arise from such investments.
13.4. No advice or information, whether oral or written, obtained from Excluto or through the Platform creates any warranty not expressly made herein. You are solely responsible for all of your communications and interactions with any third-party with whom you communicate or interact as a result of your use of the Platform,. Excluto makes no representations or warranties as the conduct or quality of services rendered by such third-parties.
13.5. Excluto expressly disclaims any liability in respect of any of the above matters.
14. CONFIDENTIALITY
14.1. As elaborated under the privacy policy of Excluto, Excluto will keep all confidential information confidential, including your personal information, and shall not disclose it to anyone except as provided in the Terms and required by law, and shall ensure that such confidential information is protected with security measures and a degree of care that it would apply to its own confidential information. Excluto acknowledges that its employees, directors, agents and contractors (“Representatives”) shall use the confidential information only for the intended purpose for which it is provided. Excluto shall use all reasonable endeavors to ensure that its Representatives acknowledge and comply with the provisions of these Terms of confidentiality.
15. APPLICABLE LAW
15.1. By accessing this website, you agree that these terms and conditions and any dispute of any description that might arise between you and Excluto or its business partners or affiliates shall be governed by the laws of the India, without giving effect to any principles of conflict of laws.
16. DISPUTES
16.1. Any dispute or difference either in interpretation or otherwise, of the Terms and other Policies on the Platform, between the parties hereto, shall be referred to an independent arbitrator who will be appointed mutually and his decision shall be final and binding on the parties hereto. The above arbitration shall be in accordance with the Arbitration and Conciliation Act, 1996 as amended from time to time and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The seat of arbitration shall be Jaipur and the language shall be English.
17. INDEMNIFICATION
17.1. You agree to indemnify and hold harmless Excluto, its directors, employees, suppliers, and affiliates, from and against any losses, damages, fines and expenses including but not limited to legal expenses arising out of or relating to any claims in the instance that the User has used the Services in violation of the rights of another party, in violation of any law, in violations of any provisions of the said Terms, or any other claim related to your use of the Services, except where such use is authorized by Excluto.
18. LIMITATION OF LIABILITY
IN NO EVENT SHALL EXCLUTO, OR ITS REPRESENTATIVES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM THE USER’S ACCESS TO AND USE OF THE SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SECURE SERVERS AND/OR ANY AND ALL PERSONAL AND/OR BUSINESS AND/OR FINANCIAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY; AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT EXCLUTO IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUBJECT TO THE ABOVE AND NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS, THE MAXIMUM AGGREGATE LIABILITY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR EQUITY) OF x VIS-À-VIS ANY EMPLOYER, REGARDLESS OF THE FORM OF CLAIM, SHALL BE LIMITED TO THE AGGREGATE OF FEES PAID BY THE USER TO EXCLUTO. THE FOREGOING LIMITATIONS OF LIABILITY WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN.
19. FORCE MAJEURE
19.1. Neither Excluto nor the Platform shall be liable for damages for any delay or failure to perform its obligations hereunder if such delay or failure is due to cause beyond its control or without its fault or negligence, due to force majeure events including but not limited to acts of war, acts of god, earthquake, riot, fire, festive activities sabotage, labor shortage or dispute, internet interruption, technical failure, breakage of sea cable, hacking, piracy, cheating, illegal or unauthorized.
20. TERM & TERMINATION
a. These Terms shall continue to form a valid and binding contract between the User and Excluto and shall continue to be in full force and effect until the User continues to access and use the Services and Platform.
b. A User may terminate their use of the Services and the Platform at any time by sending a mail to admin@excluto.com
c. Excluto may terminate these Terms and close a User’s account at any time without notice and/or suspend or terminate a User’s access to the Platform at any time and for any reason, if any discrepancy or legal issue arises without notice or cause.
d. Such suspension or termination shall not limit our right to take any other action against you that Excluto considers appropriate.
e. It is also hereby declared that Excluto may discontinue the Services and Platforms without any prior notice.
f. The Platform also reserves the universal right to deny access to particular User, to any/all of its Services without any prior notice/explanation in order to protect the interests of the Platform and/or other users to the Platform.
g. Excluto reserves the right to limit, deny or create different access to the Platform and its features with respect to different You, or to change any of the features or introduce new features without prior notice.
h. The User shall continue to be bound by these Terms, and it is expressly agreed to by the User and Excluto that the User shall not have the right to terminate these Terms till the expiry of the same.
21. MISCELLANEOUS PROVISIONS
a. Entire Agreement: These Terms, read with the Privacy Policy and disclaimers, form the complete and final contract between the User and Excluto with respect to the subject matter hereof and supersedes all other communications, representations, and agreements (whether oral, written or otherwise) relating thereto.
b. Waiver: The failure of either party at any time to require the performance of any provision of these Terms shall in no manner affect such party's right later to enforce the same. No waiver by either party of any breach of these Terms, whether by conduct or otherwise, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such breach, or a waiver of any other breach of these Terms.
c. Severability: If any provision/clause of these Terms is held to be invalid, illegal or unenforceable by any court or authority of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions/clauses of these Terms shall in no way be affected or impaired thereby, and each such provision/clause of these Terms shall be valid and enforceable to the fullest extent permitted by law. In such case, these Terms shall be reformed to the minimum extent necessary to correct any invalidity, illegality or unenforceability, while preserving to the maximum extent the original rights, intentions and commercial expectations of the User and Excluto hereto, as expressed herein.
d. Contact Us: If you have any questions about this Agreement, the practices of the Platform, or your experience with the service, you can contact us at admin@excluto.com
ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS OF USE OR YOUR USE OF THE PLATFORM MUST BE BROUGHT BY YOU WITHIN 1 (ONE) MONTH OF THE DATE SUCH CAUSE OF ACTION FIRST AROSE, OR SUCH CAUSE OF ACTION IS FOREVER WAIVED BY YOU. EACH CAUSE OF ACTION SHALL BE ADJUDICATED INDIVIDUALLY, AND YOU AGREE NOT TO COMBINE YOUR CLAIM WITH THE CLAIM OF ANY THIRD PARTY.
