29 July 2021
KapTable Holdings Private Limited is a Private Company Limited with CIN U65990HR2021PTC096638 having its registered offices at Flat no 122, Tower-E, Raheja Atlantis, Sec-31, 32A, Gurugram, Gurgaon, Haryana, India, 122002
Throughout this Agreement references to (i) “we”, “our”, “KHPL”, and “us” is to KapTable Holdings Private Limited and any of our subsidiaries or affiliates; and (ii) “you” and “your” is to you as a natural person or (iii) the institution you represent, registered with KapTable Holdings Private Limited, as applicable.
This Agreement sets forth the terms and conditions that apply to and govern
- your relationship with KapTable Holdings Private Limited
- your access and use of the website located at www.KapTable.co (the “KHPL Website”); and
- any service provided by KapTable Holdings Private Limited (a “KHPL Service”)
Furthermore, by using and accessing any KHPL Website or KHPL Service, you acknowledge and agree to review the current version of this Agreement prior to or at the initiation of each such use. Your continued use of and access to any KHPL Website or KHPL Service constitutes your acknowledgement of, and agreement to, the then current version of this Agreement.
Please also note that the terms and conditions of this Agreement are in addition to any other agreements between you and KHPL, including the KHPL Marketplace Agreement, and any other agreements that govern your use of products, services, content, tools, and information available on KHPL Websites or KHPL Service.
KHPL may, in its sole discretion, discontinue or change any product or service described in or offered on any KHPL Website or KHPL Service at any time. If you do not agree with any of the terms and conditions of this Agreement, do not use or access any KHPL Website or KHPL Service.
Your use of any KHPL Website or KHPL Service may be subject to paying certain fees and commissions to KHPL. From time to time, KHPL may in its sole discretion deliver to you fee schedules setting forth the fees, discount and commissions associated with your use of certain KHPL Websites or KHPL Services.
3. Website Access and Control
KHPL reserves the right, in its sole discretion, without any notice requirement, to change, improve or correct the information, materials and descriptions on any KHPL Website or KHPL Service and to suspend and/or deny access to any KHPL Website or KHPL Service for scheduled or unscheduled maintenance, upgrades, improvements or corrections.
Registration and Access
Certain KHPL Services, and certain pages of KHPL Website, are available only to registered users who have been authorized by KHPL to access those services and web pages. Such authorization requires your agreement to KHPL Marketplace Agreement.
Only registered users of any KHPL Website with valid user identification and password are authorized to access such services and web pages. KHPL reserves the right to change the requirements to access any portion of any KHPL Website or to use any KHPL Service in its sole discretion, including changes that may result in you no longer having access to certain portions of the KHPL Website or the use of certain KHPL Services.
Your access to any KHPL Website may be as an institution with a single registered user or in connection with an institution which contains multiple registered users. The terms and conditions of this Agreement apply to each user and the actions taken by or with respect to each user are the actions or failures to act of the entire account taken as a whole.
Right to revoke Access
KHPL reserves the right, in its sole discretion, to block or otherwise discontinue your access and use of any KHPL Website or KHPL Service at any time if there is failure to honour fees due and payable to KHPL. You agree that KHPL shall not be liable to you or to any third party for any such modification, suspension or discontinuance.
We further reserve the right to suspend or cancel your registered username and/or password, if we suspect, in our sole discretion, that it is being used:
- in an unauthorized or fraudulent manner or
- by an unauthorized person
No Transferability of Access
Your right to access and use any KHPL Website or KHPL Service, including your user identification and password, is personal to you and is not transferable by you to any other person.
Upon your request to KHPL, KHPL shall
- provide you, after a reasonable opportunity to review, a new user identification or password, as applicable, to access KHPL Websites or KHPL Services; and
- remove, after reasonable opportunity to review and to act, users associated with your account at any KHPL Website or KHPL Service
User Identification & Password Maintenance
You agree and understand that you are responsible for maintaining the confidentiality of your password which, together with your user identification, allows you to access certain KHPL Websites.
Your user identification and password, together with other contact information, including physical address and email address you provide comprise your “Registration Information”. By providing KHPL with your Registration Information, and, in particular, your email address, you agree to receive all notices electronically to the e-mail address provided. It is your responsibility to update or change that address from time to time to ensure its correctness.
If you become aware of any unauthorized use of your Registration Information, you agree to notify KHPL immediately. You agree that you will be responsible for any and all statements made, and acts or omissions that occur, through the use of your user identification and password. Any transaction, action or omission to act occurring on the KHPL Website or KHPL Service through the use of your user identification and password shall be considered to have been made by you and any communication that KHPL receives under your user identification and password shall be considered to have been made by you.
4. Your obligations for proper use of KapTable Holdings Private Limited Services
No unauthorized use
Unauthorized use of the KHPL Website or any KHPL Service or our computer systems or networks, including unauthorized entry into our computer systems or networks or any KHPL Website, misuse or sharing of user identifications or passwords or misuse of any other information, is strictly prohibited.
You may not attempt to use any KHPL Website or KHPL Service in any manner that could damage, disable, overburden, or impair any KHPL Website or KHPL Service or interfere with any other party’s use and enjoyment of any KHPL Website or KHPL Service.
You agree that you will not:
- Use or attempt to use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor any KHPL Website or KHPL Service or any portion of any KHPL Website, without KHPL express written consent, which may be withheld in KHPL sole discretion;
- Post or transmit or attempt to post or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interfere with the proper working of any KHPL Website or KHPL Service; or
- Decipher, decompile, disassemble, reverse-engineer or attempt to do any of the foregoing to any of the software comprising or in any way making up a part of any KHPL Website or KHPL Service
No Unlawful or Fraudulent Use
As a condition of your use of any KHPL Website or KHPL Service, you represent and warrant to, and agree with, KHPL that you will not use any KHPL Website or KHPL Service for any purpose that is unlawful, fraudulent, in contravention of any other agreement or prohibited by this Agreement, or that could give rise to any civil or criminal liability.
Conform to All Indian Laws & Regulations
You agree that you will not engage in any activities related to any KHPL Website or KHPL Service that are contrary to applicable Indian laws or regulations.
5. Communication Services available on KapTable Holdings Private Limited Websites
KHPL Websites and KHPL Services may contain chat areas or other message or communication facilities (collectively, “Communication Services”) designed to enable you to communicate with others users of KHPL Services.
You agree to use the Communication Services only to post, send and receive information, messages and material that are proper to the authorized uses of any KHPL Websites or KHPL Service, including. Furthermore, you will not:
- Advertise or offer to sell or buy any goods or services for any business purpose contrary to KHPL objective;
- Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
- Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information;
- Harvest or otherwise collect information about others, including e-mail addresses, without their consent;
- Restrict or inhibit any other user from using and enjoying the Information Services, any KHPL Website and KHPL Service;
KHPL has no obligation to monitor the Communication Services. However, KHPL reserves the right to review and remove any information or communication in its sole discretion. KHPL does not control or endorse the content, messages or information found in any Communication Service and, therefore, KHPL specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in or use of any Communication Service.
6. Information Generated or Provided by You
You are solely responsible for all content you submit to any KHPL Website or KHPL Service.
By submitting any information or material on any KHPL Website, you represent that you have all necessary rights and hereby grant KHPL a perpetual, worldwide, non-exclusive, royalty-free, sub licensable and transferable license to use, reproduce, distribute, prepare derivative works of, modify, display, and perform all or any portion of the content in connection with any KHPL Website or KHPL Service and its business, including for promoting and redistributing part or all of the site (and derivative works thereof) in any media formats and through any media channels.
You also hereby grant each user of any KHPL Website a non-exclusive, royalty free, non-transferable license, to access your posted content through any KHPL Website, and to use, reproduce, distribute, prepare derivative works of, display and perform such content as permitted through the functionality of any KHPL Website or KHPL Service and under and subject to this Agreement.
You represent and agree to submit accurate information regarding your Registration Information and, to the best of your knowledge, any other information or material you provide to any KHPL Website or KHPL Service, including, to the extent you seek to enter into any transaction regarding a security interest. You represent and agree to update your Registration Information and any other information or material you provide to any KHPL Website Site or KHPL Service as soon as you become aware of any error, mistake, misrepresentation or change so to ensure that it is accurate to the best of your knowledge.
8. Information Available on KapTable Holdings Private Limited Websites or through KapTable Holdings Private Limited Services
KHPL is not responsible for, and shall not be liable for any information or material provided on any KHPL Site or through any KHPL Service by any user, including any information regarding any user on any KHPL Site or available through any KHPL Service.
KHPL has no obligation to correct, complete or ensure the timeliness of any information or material provided by any user on any KHPL Site; provided, however, KHPL will make commercially reasonable efforts to correct errors caused by KHPL. The information and materials on any KHPL Site may contain typographical errors or inaccuracies. Any information is published as of its date only, and KHPL does not undertake any obligation or responsibility to update or amend any such information.
9. Disclaimers and Warranties
The content of any KHPL Website and all services and products associated with any KHPL Service or otherwise provided by KHPL are provided to you on an “as-is” and “as available” basis. Except as explicitly set forth herein, KHPL makes no representations, warranties or guarantees of any kind, express or implied,
- as to the operation of any KHPL Website or KHPL Service, fitness for any particular purpose or non infringement of those operations; or
- as to the content provided on any KHPL Website or received through any KHPL Service including with respect to the accuracy, reliability or completeness of the content on any KHPL Website or any KHPL Service, whether such content is provided by KHPL or by a user of any KHPL Website or KHPL Service, and KHPL expressly disclaims any representations, warranties or guarantees of any kind, express or implied, of noninfringement or fitness for a particular purpose of that content
You expressly agree that your use of any KHPL Website or KHPL Service is at your sole risk.
Any provision of this Agreement that is prohibited or unenforceable shall, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof.
11. Governing Law
This Agreement and your obligations hereunder, shall be governed by, and construed and interpreted in accordance with the laws of the Republic of India. You hereby agree submit to the exclusive jurisdiction of the courts of Gurugram in any action suit or proceeding based on or arising under this Agreement.