Welcome to SCIP, a company (together with its officers, directors, agents, employees, partners and their respective affiliates, collectively, "SCIP") whose mission is to enable entrepreneurs raise capital.
PLEASE READ THESE TERMS OF USE CAREFULLY. BY ACCESSING AND USING THIS WEB SITE, YOU AGREE TO BE BOUND BY ALL TERMS OF USE DESCRIBED HEREIN AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE OR ACCESS THIS WEB SITE.
These Terms of Use ("Agreement") constitute a contract between you ("you") and SCIP and governs your use of the SCIP Web site, located at https://scip.co (the "Website"). By using the Website, you agree to be bound by this Agreement, whether or not you become a user on the site as an entrepreneur ("Issuer"), an investor ("Investor") who makes an investment ("Investment") in any offering put forth by an Issuer, or participate in SCIP’s services (the "Services") in any way, or otherwise use the Website (in each such capacity, a "User"). If you wish to become a User, participate in the Services or otherwise become a User of the Website, you must read all of the terms and conditions in, and linked to, this Agreement (including the Privacy Policy and the Terms and Conditions for Services which are applicable to Issuers and Investors). If you do not agree with all of the terms of this Agreement, the Terms and Conditions for Services and/or the Privacy Policy, you are not eligible to participate in the Services or use this Website, and please refrain from doing so. This Agreement does not alter in any way the terms or conditions of any other agreement you may have with SCIP, or its subsidiaries or affiliates, for the Services or otherwise. If you are using the Website on behalf of any entity, you represent and warrant that you are authorized to accept this Agreement on such entity's behalf, and that such entity agrees to indemnify you and SCIP for violations of this Agreement.
This Agreement supersedes any previous Agreement to which you and SCIP may have been bound regarding the use of the Website. This Agreement may be modified by SCIP in its sole discretion from time to time and such modifications shall automatically become part of this Agreement and shall be effective once posted by SCIP on the Website. Your use of the Website will be subject to any such modifications. You should review the Website and this Agreement from time to time for any modifications. If you do not agree with the modifications, you must stop using or accessing the Website.
This Agreement will be binding on, inure to the benefit of and be enforceable against the parties and their respective successors and assigns. Neither the course of conduct between parties nor trade practice shall act to modify any provision of the Agreement. All rights not expressly granted herein are hereby reserved. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
Participation in the Services
SCIP manages the Website, which allows Issuers to privately raise funds from Investors. Investors can invest in the offerings provided by Issuers. Offerings are considered high-risk and all participation in the Services is governed by the Terms and Conditions for Services. Please refer to our Terms and Conditions for Services for the terms, conditions and policies applicable to your participation in the Services. By participating in the Services through the Website, you agree to be bound by and accept the Terms and Conditions for Services. The Terms and Conditions for Services are subject to change without prior notice at any time, in SCIP’s sole discretion so you should review the Terms and Conditions for Services each time you make an Investment.
Proprietary Rights
"SCIP" and the “SCIP” logo are trademarks and service marks of SCIP. SCIP or its licensors own and retain all proprietary rights in the Services, the Website and all material and information posted thereon ("Content"). The Website contains the copyrighted material, trademarks and other proprietary information of SCIP and its licensors. You may display and print limited copies of the Content for your personal, non-commercial use in connection with your participation in the Services (except as provided herein), but you may not alter, modify, publish, distribute, publicly display or sell any Content or other such proprietary information, or otherwise copy or transmit any Content or other such proprietary information without the express written permission of SCIP. In addition, to the extent you receive information from SCIP, Issuers or other Investors with respect to any Investment activity on the Website, you may not further disclose or otherwise provide such information to another party in any way that allows a personal identification of such Issuer or Investor.
If you post any messages or other information on the Website, you agree that such messages and information shall be considered Content, and you agree to grant, and shall be deemed to have automatically granted to SCIP an irrevocable, perpetual, non-exclusive, fully-paid, worldwide license to: (a) use, copy, perform, display and distribute such information and content; (b) modify, alter, prepare derivative works of, and/or incorporate into other works, such information and Content; and (c) grant and authorize sublicenses of the foregoing. You represent and warrant that you have the right, power and authority to grant the foregoing license.
To the extent you upload or post any photographs of yourself on the Website, you agree that such materials shall be considered Content for the purposes of the foregoing license grant, and you agree to release, discharge and hold harmless SCIP from any and all claims or liability, whether known or unknown, including any and all claims in connection with the publication, production, processing, distribution or exploitation of such Content, including any claims of infringement of any rights of publicity or rights of privacy.
You acknowledge, consent and agree that SCIP may, at its sole discretion and to the extent permitted by law, access, read, preserve and disclose your account information, usage history and submitted Content in order to: (a) comply with any applicable law, regulation, legal process, or governmental request; (b) respond to claims that any Content violates the rights of third parties, including intellectual property rights; (c) enforce this Agreement and investigate potential violations thereof; (d) detect, prevent, or otherwise address fraud, security, or technical issues; (e) respond to your requests for customer service; or (f) protect the rights, property, or personal safety of SCIP, its users, or the public.
Acceptable Use
The Website is for use in connection with the Services and may not be used by you in connection with any other endeavors except as previously approved in writing by SCIP. Your use of the Website shall be in strict compliance with this Agreement and all other procedures and guidelines set forth on the Website and applicable law. You may not transmit any chain letters or junk email to any User or any other Person. Illegal and/or unauthorized uses of the Website, including collecting the name, email address or any other personal or confidential information of any User by electronic or other means for any reason, including, without limitation, the purpose of sending unsolicited email and unauthorized framing of or linking to the Website, will be investigated and appropriate legal action will be taken, including, without limitation, civil, criminal and injunctive redress.
Although SCIP assumes no obligation to monitor the conduct of any User on or off the Website, it is a violation of this Agreement to use the Website or any information obtained from the Website in order to harass, abuse, or harm another person. In order to protect its Users from this or other misuse, SCIP reserves the right to remove Content from the Website that violates acceptable use in SCIP's sole discretion and restrict the number of emails or messages that a User may send to others through the Website in any 24-hour or other period to a number that SCIP deems appropriate, in SCIP's sole and absolute discretion.
The Website includes features and functionality whereby a User may post and transmit information, images and other materials. All such information, images and materials, whether publicly posted or publicly or privately transmitted, are the sole responsibility of the User who originates such content. SCIP assumes no obligation to monitor or control such posted or transmitted Content and cannot take responsibility for such Content posted or transmitted by a User. However, SCIP reserves the right at all times (but will not have an obligation) to remove or refuse to post or distribute any Content, and to restrict, suspend or terminate the participation of any User or any lending team from the Website and from all SCIP services and Services at any time, with or without prior notice. Without in any way limiting the foregoing, it is a violation of this Agreement to upload, post or submit any content, including, but not limited to, written materials or images, that in SCIP’s opinion is obscene, profane, harassing, contains profanity, or may be hateful or offensive on racial, ethnic, sexual or any other grounds; is harmful, vulgar or distasteful; contains graphic or gratuitous violence; or is defamatory, libelous, or invades another person's privacy, property or proprietary rights. SCIP takes no responsibility and assumes no liability for any Content posted, stored or uploaded by you or any third party, or for any loss or damage thereto, nor is SCIP liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. Your use of features and functionality where Users post or transmit Content is at your own risk.
Third Party Content
SCIP may provide third party content on the Site and may provide links to Web pages and content of third parties (collectively the "Third Party Content") as a service to those interested in this information. SCIP does not control, endorse or adopt any Third Party Content and makes no representation or warranties of any kind regarding the Third Party Content, including without limitation regarding its accuracy or completeness. You acknowledge and agree that SCIP is not responsible or liable in any manner for any Third Party Content and undertakes no responsibility to update or review any Third Party Content. Users use such Third Party Content contained therein at their own risk.
Advertisements and Promotions; Third-Party Products and Services
Issuer may run advertisements and promotions from third parties on the Site or may otherwise provide information about or links to third-party products or services on the Site. Your business dealings or correspondence with, or participation in promotions of, such third parties, and any terms, conditions, warranties or representations associated with such dealings or promotions are solely between you and such third party. SCIP is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or promotions or as the result of the presence of such non-SCIP advertisers or third party information on the Site.
Disclaimer
SCIP neither represents, warrants, covenants guarantees, nor promises any specific results from use of the Website.
THE WEBSITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SERVICE OR ADVICE PROVIDED IN CONNECTION WITH THE SERVICES, IS PROVIDED "AS IS" WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS WEBSITE AND WEBSITE-RELATED SERVICES.
SCIP makes no representation or warranty, express or implied, with respect to any third party data provided to SCIP or its transmission, timeliness, accuracy or completeness, including but not limited to implied warranties or warranties of merchantability or fitness for a particular purpose. SCIP will not be liable in any way to you or to any other person for any inaccuracy, error or delay in or omission of any third party data or the transmission or delivery of any such third party data and any loss or damage arising from (a) any such inaccuracy, error, delay or omission, (b) non-performance or (c) interruption in any such third party data due either to any negligent act or omission by SCIP or "force majeure" or any other cause beyond the control of SCIP.
Limitation of Liability
IN NO EVENT SHALL SCIP, ITS DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY INDIRECT, DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE WEBSITE, THE SERVICES, THE CONTENT OR THE MATERIALS CONTAINED IN OR ACCESSED THROUGH THE WEBSITE, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY USER ON ANY INFORMATION OBTAINED FROM SCIP OR ANOTHER USER, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO SCIP'S RECORDS, PROGRAMS OR SERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF SCIP, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SITE EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO SCIP FOR ACCESS TO OR USE OF THE WEBSITE.
You understand that any and all decisions made by you after your use of the Website are yours alone. SCIP cannot and does not verify the accuracy of information from Users. SCIP shall not be responsible, or have any duty or obligation to, or liability for: (a) decisions or interactions resulting (directly or indirectly) from using the Website; or (b) any damages, costs, losses or expenses a User incurs as a result (directly or indirectly) of using the Website or as a result (directly or indirectly) of utilizing information received in connection with the Website, including but not limited to, User reliance on fraudulent, misleading, false, incorrect or inaccurate representations by Issuers or other Users. In addition, in no event will SCIP be liable to you or any third person for any direct or indirect damages, costs, losses or expenses, including any lost capital, lost profits or special, incidental, consequential or punitive damages arising from your use of the Website, even if SCIP has been advised of the possibility of such damages, costs, losses or expenses.
SCIP is not responsible, and shall have no liability, for any false, misleading, fraudulent, incorrect or inaccurate Content posted on the Website or for any liability, cost or expense you may incur in connection with the Services, whether caused by any User or other person. You also acknowledge and agree that Users are not liable for Content created and posted by SCIP on the Website. SCIP is not responsible for the conduct, whether online or offline, of any User of the Website or any other person. With respect to the Website, SCIP assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any communications. By using the Services, you release SCIP from any liability whatsoever, and waive any and all causes of action, related to any claims, costs, injuries, losses, or damages of any kind arising out of or in connection with the your activities as an Issuer or Investors and for any use of the Website or the Services, or any Content posted on the Website or transmitted to, or any interactions between, any Users of the Website, whether online or offline, including, without limitation, claims, costs, injuries, losses and damages related to personal injuries, death, damage to or destruction of property, rights of publicity or privacy, defamation or portrayal in a false light, whether intentional or unintentional), whether under a theory of contract, tort (including negligence), warranty or other theory.
Disputes Among Users
You are solely responsible for your interactions with any Issuers, Investors, or any other User (even to the extent prohibited hereby) and any disputes that may result from such interactions.
SCIP reserves the right, but has no obligation, to monitor disputes between you and such persons.
Governing Law; Resolution of Disputes; Arbitration and Waivers
This Agreement is governed by the laws of the India, without regard to its or any other jurisdiction's choice of law or conflict of law provisions. If any dispute arises between you and SCIP, including, without limitation, any dispute arising from or relating to the Website or the Services, you agree that all such disputes will be determined exclusively by final and binding arbitration, in accordance with the then existing commercial rules of the arbitration in India. The arbitration shall be heard and adjudicated by one arbitrator to be selected by agreement between you and SCIP. Any award will be final, binding and conclusive upon the parties, subject only to judicial review provided by Dubai statutes, and a judgment rendered on the arbitration award can be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, either you or SCIP may seek any injunctive relief in a Indian courts, as may be necessary to preserve rights pending the completion of arbitration and SCIP may seek any injunctive relief in Indian courts, or another court of competent jurisdiction, at any time against any violations of Section 4 (Proprietary Rights) or Section 5 (Acceptable Use) of this Agreement.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, BY AGREEING TO SUBMIT ALL DISPUTES TO BINDING ARBITRATION, YOU AND SCIP HEREBY WAIVE YOUR RIGHT TO A COURT TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR ANY CONTEMPLATED USE HEREIN, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS, EXCEPT AS SPECIFICALLY PROVIDED ABOVE.
You waive, to the maximum extent not prohibited by law, any right you may have to claim or recover, in any legal action or proceeding, any special, exemplary, punitive or consequential damages.
Indemnity
You agree to indemnify and hold SCIP harmless from any loss, liability, claim, or demand, including reasonable attorney's fees, made or incurred by any third party due to or arising (directly or indirectly) out of your use of the Website or arising from your breach of this Agreement.
Registration Data; Account Security
In consideration of your use of the Website, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Website ('Registration Data"); (b) maintain the security of your password and identification; (c) maintain and promptly update the registration Data, and any other information that you provide to SCIP, to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to SCIP.
Term; Termination
This Agreement will remain in full force and effect while you use the Website, any SCIP Services, or participate in the Services as a User and, notwithstanding anything herein to the contrary, this Agreement will remain in effect after your participation in the Services and status as a User is terminated. Whether or not you are and remain eligible to participate in the Services, use the Website or any other services or offerings from SCIP, may be determined by SCIP in its sole and absolute discretion. You may terminate your participation and status as a User at any time and for any reason by sending a written notice of termination to SCIP.
Entire Agreement; Severability
This Agreement, accepted upon use of the Website and further affirmed by becoming a User, contains the entire agreement between you and SCIP regarding the use of the Website. This Agreement may not be orally amended. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect.
Please contact us for any questions regarding this Agreement.
Welcome to Small Company Investment Platform, a corporation (together with its officers, directors, agents, employees, partners and their respective affiliates, collectively, "SCIP") whose mission is to ensure all entrepreneurs have access to the resources they need to succeed through the engagement of robust, supportive communities.
PLEASE READ THESE TERMS AND CONDITIONS FOR SERVICES CAREFULLY. BY PARTICIPATING IN THESE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS DESCRIBED HEREIN AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT PARTICIPATE IN THESE SERVICES.
These terms and conditions for Services (“Terms”) apply solely to your access to, and use of, the Web site of SCIP, located at https://scip.co (the "Website") to participate in the services that SCIP provides to entrepreneurs and persons who want to invest capital in an entrepreneur, which include, but are not limited to, providing an platform with services for entrepreneurs to create a fundraising pitch and obtain funding from persons who want to view investment opportunities and invest capital (the "Services"). If you are an entrepreneur seeking to raise investment capital from Investors (as defined below), you are the legal representative of a Company (the "Company"). If you are a person who wants to make an investment in the Company ("Investment"), you are an "Investor." Using the Services, Company will engage in activities to obtain funding for its business and, depending on the type of Investment Contract used, issue securities (Company's "Raise"). Investors may pledge capital towards Company's Raise and if Company receives its desired Raise amount (Company's "Raise Goal") within the time allotted for the Raise, Investor will have the opportunity to confirm Investor's pledge and convert the pledge into an Investment, which will be governed by an "Investment Agreement". These Terms do not alter in any way the terms or conditions of any other agreement Company or Investor, as the case may be, may have with SCIP, or its subsidiaries or affiliates, for products, services or otherwise. If Company or Investor, as the case may be, is participating in the Services on behalf of any entity, Company or Investor represents and warrants that Company or Investor is authorized to accept these Terms on such entity's behalf, and that such entity agrees to indemnify Company or Investor, as the case may be, and SCIP for violations of these Terms.
SCIP reserves the right to change or modify any of the terms and conditions contained in these Terms or any other policy or guideline of the Website, at any time and in its sole discretion. Any changes or modification of these Terms will be effective immediately upon posting of the revisions on the Website, and Company and Investor waive any right Company or Investor may have to receive specific notice of such changes or modifications. Company or Investor's continued use of this Website and the Services following the posting of changes or modifications will confirm Company or Investor's acceptance of such changes or modifications. Company or Investor, as the case may, be should review the Website and this Agreement from time to time for any modifications. If Company or Investor does not agree to the amended terms, Company or Investor must stop using the Services.
By participating in the Services, Company or Investor, as the case may be, hereby acknowledges and agrees that these Terms govern such participation and that SCIP makes no representation, warranty, covenant or guarantee that Company will receive Company's desired amount of capital or that any capital Investor invests in Companies will be returned in whole or in part, exceeded at any level, or appreciate in value in any way.
Company or Investor, as the case may be, and SCIP agree that Company or Investor, as the case may be, will abide by the SCIP Privacy Policy and that SCIP will only use information that Company or Investor, as the case may be, provides in accordance with these Terms and the SCIP Privacy Policy.
Please contact us for any questions regarding this Agreement.
The following Company Terms and Conditions set forth the agreement between Company and SCIP regarding Company's participation in the Services. Company and SCIP hereby agree to the terms and conditions of Company's participation in the Services as follows:
No Financial Advice or Underwriting Services
SCIP is not providing any legal or investment advice and nothing on the Website or information provided in connection the Services will be construed or interpreted as legal or investment advice. Company will consult with licensed legal professionals and investment advisors for any legal or investment advice. Further, SCIP is not a broker, dealer or underwriter of securities and will not represent, underwrite or sponsor Company's Raise, nor will SCIP solicit Investors on Company's behalf.
Insufficient Raise
If the aggregate value of pledges that Company receives in its Raise does not meet Company's Raise Goal within the time period allotted, SCIP will no longer continue to support the making or collection of pledges for that particular Raise, pledges will not be converted to Investments and funds distributed to Company, and no money will change hands on the Website.
Non-Solicitation of Unfamiliar Investors for PRIVATE Investments
Company agrees to refrain from sending PRIVATE Investment invitations to, or soliciting Investments from, Investors or potential Investors with whom Company, or the entrepreneur representing the Company, does not personally have a substantial, pre-existing, personal relationship. Company will not purchase contact or investor lists, spam contacts, or otherwise contact people or potential investors outside of Company's personal community in connection with Company's Raise in the context of PRIVATE Investments. This clause applies only to PRIVATE Investments, not PUBLIC Investments
SCIP Company Services
SCIP will make a good faith effort to provide all documents necessary for compliance with securities and other laws applicable to Company's issuance of securities and Investor's PRIVATE investment; however it is Company's responsibility to complete such documents as required and pay any necessary fees to applicable country’s regulatory bodies that are responsible for enforcing the country’s laws and regulations governing businesses. By using the Services, Company agrees to conduct a legally compliant Raise and will act to stay in compliance in crafting its Raise, inviting Investors, gathering pledges, filing SCIP provided compliance documents, and sending fees to country’sregulators. SCIP is not responsible and shall have no liability for any Raise that is not compliant with applicable laws, for any failure to file legally required documents or for failure to provide Company with all legally required documents related to Company's Raise.
Investment Agreement; Use of Funds
All agreements regarding Company's Raise and Investor's Investment of funds with the Company are solely between the Company and Investor directly; SCIP is not a party to any Investment Agreement and has no responsibility or liability for any rights or obligations contained in the Investment Agreement between the Company and Investor. Furthermore, SCIP will not become involved in disputes between Company and Investors over enforcement of the Investment Agreement. SCIP does not sell securities nor is it responsible for the proper execution of these securities. All investments made by participating in the Services are business investments and all money must be used by the Company only for the business purposes stated in Company's Raise. Company is expressly prohibited from using Investor's investments to pay personal expenses.
Disclaimer
SCIP neither represents, warrants, covenants guarantees, nor promises any specific results from use of the Services, including that Company's Raise will be successful or that Company's business will be successful.
THE WEBSITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SERVICE OR ADVICE PROVIDED IN CONNECTION WITH THE SERVICES, AS WELL AS THE SERVICES THEMSELVES ARE PROVIDED "AS IS" WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY ASSUMES TOTAL RESPONSIBILITY AND RISK FOR COMPANY'S USE OF THE WEBSITE AND SERVICES.
Limitation of Liability
SCIP will not be liable for any fraud, misinformation, failure to convert pledges into investments, cases of mistaken identity, or any other mistake or wrongdoing engaged in by an Investor or third party.
Company understands that any and all decisions made by Company with respect to the Services are Company's alone. SCIP cannot and does not verify the accuracy of information from Investors or other Companies. SCIP shall not be responsible, or have any duty or obligation to, or liability for: (a) decisions or interactions resulting (directly or indirectly) from participation in the Services; or (b) any damages, costs, losses or expenses an Company incurs as a result (directly or indirectly) of receiving an Investment or relying on a pledge from an Investor as a result (directly or indirectly) of utilizing the Services or information received in connection with the Services, including but not limited to, Company reliance on fraudulent, misleading, false, incorrect or inaccurate representations by Investors or other Companies. In addition, in no event will SCIP be liable to Company or any third person for any direct or indirect damages, costs, losses or expenses, including any lost capital, lost profits or special, incidental, consequential or punitive damages arising from Company's use of the Website or participation in the Services, even if SCIP has been advised of the possibility of such damages, costs, losses or expenses.
SCIP is not responsible, and shall have no liability, for any false, misleading, fraudulent, incorrect or inaccurate materials and/or information posted on the Website ("Content") in connection with the Services or for any liability, cost or expense Company may incur in connection with the Services, whether caused by any Investor, other Company or other person. SCIP is not responsible for the conduct, whether online or offline, of any Company or Investor participating in the Services or any other person. With respect to the Website and the Services, SCIP assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any communications. By using the Services, Company releases SCIP from any liability whatsoever, and waives any and all causes of action, related to any claims, costs, injuries, losses, or damages of any kind arising out of or in connection with the Company's activities and for any use of the Website or the Services, or any Content posted on the Website or transmitted to, or any interactions between, any Company, Investor or any other user of the Website, whether online or offline, including, without limitation, claims, costs, injuries, losses and damages related to personal injuries, death, damage to or destruction of property, rights of publicity or privacy, defamation or portrayal in a false light, whether intentional or unintentional), whether under a theory of contract, tort (including negligence), warranty or other theory.
Taxes
Company agrees that Company, not SCIP, is solely responsible for determining the proper tax treatment for any Investment an Investor makes in Company by participating in the Services. SCIP has not and will not provide any tax, investment or legal advice to Company in connection with any Investment that Investor makes or considers making. These Terms do not attempt to define the tax implications of participating in the Services. If Company participates in the Services, Company should consult with Company's own accountants, tax, investment and legal advisors.
Financial Records
Records of each Company’s fundraising history and any Investments made (including Investment Agreements and any repayment history) will be kept by SCIP for one year after the end of the Term (as defined in the Investment Agreement) and, upon the Company's written request, will be made available to such Company.
Use of Likeness
Except where prohibited by law, use of the Services constitutes permission to use Company's name, address, likeness and/or business information, without limitation, for promotional purposes without further permission or compensation.
Disputes with Investors
Company is solely responsible for any disputes that arise between itself and an Investor that result from an Investment or that arise out of the use of the Services or any other interaction between Company and any Investor, whether such interaction takes place on the Website or elsewhere. Company hereby acknowledges and agrees that SCIP will not be made a party to any dispute between Company and any Investor that results from an Investment or any use of the Services or any other interaction between Company and any Investor, whether such interaction takes place on the Website or elsewhere and Company releases SCIP from any such disputes, claims or causes of action.
SCIP reserves the right, but has no obligation, to monitor disputes between Company and any Investors and request notification of such disputes as they affect services.
Information
Company will not, and will not permit any third party to, enter or upload anything onto the page describing Company's Raise, which Company know or reasonably should know is false, misleading, untruthful or inaccurate.
Content
SCIP reserves the right to block any Companies or remove any content posted by Company on Company's Raise page or anywhere else on the Website that SCIP, in its sole and absolute discretion, does not deem appropriate or fit for publication on the Website or Company's Raise page.
Please contact us for any questions regarding this Agreement.
The following Investor Terms and Conditions set forth the agreement between Investor and SCIP regarding Investor's participation in the Services. Investor and SCIP hereby agree to the terms and conditions of Investor's participation in the Services as follows:
No Financial Advice or Underwriting Services
SCIP is not providing any legal or investment advice and nothing on the Website or information provided in connection the Services will be construed or interpreted as legal or investment advice. Investor will consult with licensed legal professionals and investment advisors for any legal or investment advice that Investor deems necessary. Further, SCIP is not a broker, dealer or underwriter of securities and is not representing, underwriting or sponsoring any Company's Raise, nor is it selling any Company's securities.
Pledges
Investor, using the Services, will be given the opportunity to make an Investment in a Raise. Investor will pledge an amount of funding towards Company's Raise Goal. Investor must make such pledge in good faith and with the intent and present ability to fulfill the pledge. After Company's Raise goal is met, Investor will be required to confirm Investor's pledge which will convert the pledge to an Investment and at that time Investor will be required to enter Investor's payment information to provide the pledged capital and complete the Investment. If Investor fails to convert Investor's pledge into an Investment, SCIP may prohibit Investor's further participation of the Services and terminate Investor's status as an Investor.
In the event that Investor makes a pledge and at the time the pledge is to be paid to the Company, Investor's payment of the pledge does not clear Investor agrees that SCIP may, in its sole discretion, withdraw and cancel Investor's insufficiently-funded pledge from Investor's account as not paid in full and Investor may be prohibited from making the pledged Investment in Company.
Insufficient Raise; Insufficient Investments
If the aggregate amount of pledges that Company receives in its Raise does not meet Company's Raise Goal, Investor will not be able to convert Investor's pledge to an Investment.
If, after the Company's Raise Goal has been met, less than 95% of pledges towards Company's raise goal are converted to Investments within the allotted time, Investor will not be allowed to convert any unconverted pledge into an Investment and Investor will receive a refund of the amount of any pledges Investor has already converted into an Investment with the Company.
If, at the time Company's Raise Goal is met, the Company does not pay the Service Fee, Investor's pledges will not be converted into Investments via the Services.
SCIP Investor Services.
SCIP provides the Services only to facilitate and fulfill the Company's Raise. SCIP will undertake basic fraud protection measures on Companies; however by allowing an Company to conduct a Raise or otherwise providing services to an Company, SCIP is in no way verifying, vouching for, guaranteeing or otherwise certifying, representing or suggesting the authenticity of the Company, the Company's business or business prospects or the Company's proper use of Investment funds, the accuracy or completeness of information, materials or Content provided by Company, or the safety and soundness of any Investment in an Company. SCIP does conduct a due diligence on every Raise posted by an Company on the Website. Investor will conduct its own investigation and due diligence into the propriety, safety and soundness of any Investment and will make its own decisions regarding the risk and quality of an Investment with any given Company. Investor will only make an Investment with an Company with whom the Investor has a personal relationship.
Investor agrees that SCIP makes no guarantee of any Investment made using the Services. All Investments are at Investor's own risk and Investor may lose a portion or all of Investor's Investments. Investments with Companies using the Services are high risk, unsecured Investments and as such Investor agrees to exercise due caution and care when investigating the propriety of an Investment and ultimately making an Investment.
Investment Agreement
All agreements regarding Company's Raise and Investor's Investment of funds with the Company are solely between the Company and Investor directly; SCIP is not a party to any Investment Agreement and has no responsibility or liability for any rights or obligations contained in the Investment Agreement between the Company and Investor. Furthermore, SCIP will not become involved in disputes between Company and Investors over enforcement of the Investment Agreement. SCIP does not sell securities nor is it responsible for the proper execution of these securities.
Disclaimer
SCIP neither represents, warrants, covenants guarantees, nor promises any specific results from use of the Services, including that Investor's Investment will be successful, that Investor will be repaid or that Investor will receive any annual revenue share from Company.
THE WEBSITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SERVICE OR ADVICE PROVIDED IN CONNECTION WITH THE SERVICES, AS WELL AS THE SERVICES THEMSELVES ARE PROVIDED "AS IS" WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. INVESTOR ASSUMES TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE WEBSITE AND SERVICES.
SCIP makes no representation or warranty, express or implied, with respect to any information or materials provided to SCIP by an Company or posted on an Company's Raise page or such information or materials' transmission, timeliness, accuracy or completeness, including but not limited to, implied warranties or warranties of merchantability or fitness for a particular purpose. SCIP will not be liable in any way to Investor or to any other person for any inaccuracy, error or delay in or omission of any information or materials provided to SCIP by an Company or posted on an Company's Raise page or the transmission or delivery of any such information or materials and any loss or damage arising from (a) any such inaccuracy, error, delay or omission, (b) non-performance or (c) interruption in any such information or materials due either to any negligent act or omission by SCIP or "force majeure" or any other cause beyond the control of SCIP.
SCIP is not an investment advisor and does not and will not provide personalized investment advice. SCIP does not and will not claim or represent that any particular Investment or Company is suitable for Investor. SCIP does not warrant the completeness or accuracy of the Content found on the Website or in the use of the Services or its usefulness for any particular purpose.
Limitation of Liability
SCIP will not be liable for any fraud, misinformation, failure to make repayments or pay annual revenue shares, cases of mistaken identity, or any other mistake or wrongdoing engaged in by an Company or third party.
Investor understands that any and all decisions made by Investor with respect to the Services are Investor's alone. SCIP cannot and does not verify the accuracy of information from Companies or other Investors. SCIP shall not be responsible, or have any duty or obligation to, or liability for: (a) decisions or interactions resulting (directly or indirectly) from participation in the Services; or (b) any damages, costs, losses or expenses Investor incurs as a result (directly or indirectly) of making an Investment as a result (directly or indirectly) of utilizing the Services or information received in connection with the Services, including but not limited to, Investor reliance on fraudulent, misleading, false, incorrect or inaccurate representations by Companies or other Investors. In addition, in no event will SCIP be liable to Investor or any third person for any direct or indirect damages, costs, losses or expenses, including any lost capital, lost profits or special, incidental, consequential or punitive damages arising from Investor's use of the Website or participation in the Services, even if SCIP has been advised of the possibility of such damages, costs, losses or expenses.
SCIP is not responsible, and shall have no liability, for any false, misleading, fraudulent, incorrect or inaccurate Content posted on the Website in connection with the Services or for any liability, cost or expense Investor may incur in connection with the Services, whether caused by any Company, other Investor or other person. SCIP is not responsible for the conduct, whether online or offline, of any Company or Investor participating in the Services or any other person. With respect to the Website and the Services, SCIP assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any communications. By using the Services, Investor releases SCIP from any liability whatsoever, and waives any and all causes of action, related to any claims, costs, injuries, losses, or damages of any kind arising out of or in connection with the Investor's activities and for any use of the Website or the Services, or any Content posted on the Website or transmitted to, or any interactions between, any Company, Investor or any other user of the Website, whether online or offline, including, without limitation, claims, costs, injuries, losses and damages related to personal injuries, death, damage to or destruction of property, rights of publicity or privacy, defamation or portrayal in a false light, whether intentional or unintentional), whether under a theory of contract, tort (including negligence), warranty or other theory.
If, for any reason, less than 100% of Investor's Investment is repaid, Investor agrees that SCIP shall have no liability for such loss, and Investor hereby releases and forever holds harmless SCIP for any loss Investor may incur in connection with any participation in the Services or making any Investment in any Company. In the event Investor incurs such a loss, Investor should consult with Investor's accountant and/or tax advisors to determine the appropriate tax treatment of that loss.
Taxes
Investor agrees that Investor, not SCIP, is solely responsible for determining the proper tax treatment for any Investment Investor makes by participating in the Services. SCIP has not and will not provide any tax, investment or legal advice to Investor in connection with any Investment that Investor makes or considers making. These Terms do not attempt to define the tax implications of participating in the Services. If Investor participates in the Services, Investor should consult with Investor's own accountants, tax, investment and legal advisors.
Financial Records
Records of each Investor’s Investment history and any Investments made (including the Investment Agreement and any repayment history) will be kept by SCIP for one year after the end of the Term and, upon Investor's written request, will be made available to Investor at any time.
Use of Likeness
Except where prohibited by law, use of the Services constitutes permission to use Investor's name, likeness, alias and comments on the Raise page of an Company in whom Investor has made an Investment, without limitation, for promotional purposes without further permission or compensation.
Disputes with Companies
Investor is solely responsible for any disputes that arise between itself and an Company that result from an Investment or that arise out of the use of the Services or any other interaction between Investor and any Company, whether such interaction takes place on the Website or elsewhere. Investor hereby acknowledges and agrees that SCIP will not be made a party to any dispute between Investor and any Company that results from an Investment or any use of the Services or any other interaction between Investor and any Company, whether such interaction takes place on the Website or elsewhere and Investor releases SCIP from any such disputes, claims or causes of action.
SCIP reserves the right, but has no obligation, to monitor disputes between Investor and Companies.
Please contact us for any questions regarding this Agreement.
The following General Terms for both Companies and Investors supplement the above terms agreed to by Company or Investor, as the case may be, and SCIP and are agreed to by Company, Investor and SCIP.
General Use of the Services
Company or Investor, as the case may be, is granted a limited, non-sub licensable license to access and participate in the Services and use any online tools provided by the Services to create an Company Raise page, Investor profile or otherwise participate in the Services and electronically copy, (except where prohibited without a license) and print to hard copy portions of Content for Company or Investor's, as the case may be, informational, non-commercial and personal use only. Such license is subject to these Terms and does not include: (a) any resale or commercial use of the Services or the Content; (b) the distribution, public performance or public display of any Content; (c) modifying or otherwise making any derivative uses of the Services or Content, or any portion thereof; (d) use of any data mining, robots or similar data gathering or extraction methods; (e) downloading (other than the page caching) of any portion of the Services, Website, Contents or any information contained therein, except as expressly permitted by the Services or on the Website; or (g) any use of the Services, Website or Content other than for its intended purpose. Any use of the Services, Website or Content other than as specifically authorized herein, without the prior written permission of SCIP, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise.
Governing Law; Resolution of Disputes; Arbitration and Waivers
This Agreement is governed by the laws of India, without regard to its or any other jurisdiction's choice of law or conflict of law provisions. If any dispute arises between Company or Investor, as the case may be and SCIP, including, without limitation, any dispute arising from or relating to the Services, Company or Investor, as the case may be, agrees that all such disputes will be determined exclusively by final and binding arbitration, in accordance with the then existing commercial rules of the Indian Arbitration Association. The arbitration shall be heard and adjudicated by one arbitrator to be selected by agreement between Company or Investor, as the case may be, and SCIP. Any award will be final, binding and conclusive upon the parties, subject only to judicial review provided by Indian statute, and a judgment rendered on the arbitration award can be entered in any court having jurisdiction thereof.
Indemnity
Company or Investor, as the case may be, agrees to indemnify and hold SCIP harmless from any loss, liability, claim, or demand, including reasonable attorney's fees, made or incurred by any third party due to or arising (directly or indirectly) out of Company or Investor's, as the case may be, participation in the Services or arising from Company or Investor's, as the case may be, breach of these Terms.
Term; Termination
These Terms will remain in full force and effect while Company or Investor, as the case may be, participates in the Services and, notwithstanding anything herein to the contrary, these Terms will remain in effect after Company or Investor's, as the case may be, participation in the Services and status as an Company or Investor is terminated. Whether or not Company or Investor, as the case may be, is and remains eligible to participate in the Services or any other services or offerings from SCIP, may be determined by SCIP in its sole and absolute discretion. Company or Investor, as the case may be, may terminate its participation and status as an Company or Investor at any time and for any reason by sending a written notice of termination to SCIP. For the avoidance of doubt, such termination of participation or status as an Company or Investor, whether by decision of SCIP or of Company or Investor, relates only to termination of eligibility to continue participating in the Services or to engage in a new Raise or Investment and will NOT have any effect on any Investment Agreements in force at the time of termination. All such Investment Agreements will remain in full force and effect. Similarly, termination of status as an Company or Investor will NOT discharge any current obligations that the Company has incurred by using the Services, receiving funding through any Investment and entering into any Investment Agreement with any Investor, or current rights that the Investor has as a result of making any Investment in any Company and entering into any Investment Agreements with any Company. After termination of status as an Company, Company will remain bound to these Terms and any Investment Agreement(s) and associated payment obligations in force at the time of termination and will be responsible for making any payments under any Investment Agreements without the benefit of any of the Services.
Entire Agreement; Severability
The Terms, which include these General Terms for both Companies and Investors, together with the Terms and the Terms and Conditions for Companies or the Terms and Conditions for Investors, as the case may be, accepted upon participation in the Services, contain the entire agreement between Company or Investor, as the case may be, and SCIP regarding the participation in the Services. These Terms may not be orally amended. If any provision of these Terms is held invalid, the remainder of these Terms shall continue in full force and effect.
Please contact us for any questions regarding these Terms.
