Terms of Service of IVY League Ventures

Welcome to IVY League Ventures (together with its officers, directors, agents, employees, partners and affiliates, referred to as “Ivy”, “Company”, “we”, “us”, “our”).

PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING AND USING THIS PLATFORM, 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 PLATFORM.

These Terms of Service of IVY League Ventures (“Terms”) are a legally binding agreement between you (“User” or “you”) and us, that governs your access to and use of app.ivyleagueventures.in (together with and all its webpages hereinafter referred to as “Platform”). By using the Platform, you agree to be bound by these Terms, whether or not you become a user on the Platform as an entrepreneur or representative of a company (“Startup”), an investor (“Investor”) who makes an investment (“Investment”) in any offering put forth by a Startup, or avail Ivy’s services (“Services”) in any way, or otherwise use the Platform. If you wish to become a User and participate in the services offered on the Platform, you must read all of the terms and conditions herein. These terms are applicable to both Startups and Investor, unless stated otherwise. If you do not agree with all of these Terms, you are not eligible to avail the Services or use the Platform, and are required to stop using the Platform and its Services immediately. These Terms do not alter in any way the terms or conditions of any other agreement you may have with Ivy, or its affiliates or group companies, for the Services or otherwise. If you are using the Platform on behalf of any entity, you represent and warrant that you are authorized to accept these Terms on such entity’s behalf, and that you and/or such entity agrees to indemnify Ivy for violations of these Terms.

1. ACCEPTANCE OF THE TERMS

1. These Terms are intended to make you aware of your legal rights and responsibilities with respect to your access to and use of the Platform. By accessing or using Platform, you represent to us that you are of minimum legal age to avail our Services (as per the laws of your country).
2. In order to use the Platform, you must first agree to these Terms. You can convey your acceptance to these Terms by clicking the “I Agree” button where it is made available to you on the Platform.

1. KYC (KNOW YOUR CUSTOMER)

The Platform requires all users who register for an account on our Platform to undergo a Know Your Customer (KYC) process. This process involves obtaining, verifying, and recording information that identifies each User.

What this means for you - Upon registering for an account and in connection with your investment activities on our Platform, we will require certain information from you. By registering for an account on the Platform, you agree to cooperate with us in completing the KYC process and providing the necessary information and documentation as requested. We assure you that all information provided will be treated with the utmost confidentiality and used solely for the purposes of complying with legal requirements and ensuring the security of the Platform.

Failure to provide the requested information or documentation may result in the inability to access certain features of our Platform or the suspension of your account.

1. IVY’S PRIVACY AND DATA POLICY

1. 1. Ivy’s Privacy and Data Policy describes how the Platform collects, uses and shares information about you. Please read the Privacy and Data Policy carefully. By clicking on the “I Agree” button here on these Terms, you agree to be also bound by the Privacy and Data Policy and you consent to the collection, use and sharing of your information (as described in the Privacy and Data Policy), including the transfer of this information outside your country to other parts of the world for storage, processing and use by Ivy and its affiliates.

1. 1. Ivy may engage the services of a payment gateway for all payments to be made through the Platform. In such an event, the payment details provided by you will be shared by Ivy with that third-party payment gateway. By consenting to these Terms, you give us you express consent to share your payment details such as details of credit / debit card / bank accounts with the payment gateway. Ivy does not make any representations with respect to the privacy policies of the third-party payment gateways, and you are encouraged to read terms and the privacy policies of the such third-party separately before sharing your information with them.

1. REGISTRATION ON THE PLATFORM:
   1. In order to use the Platform and for availing the Services, Users are required to complete the registration process on the Platform and provide the required information based on whether the User is a Startup or Investor. After you fill out the necessary forms and provide the necessary details as may be required by us at the time of your registration, your application will proceed for verification and processing.

1. 1. Once you satisfy the internal criteria of Ivy and your application is accepted, you will be duly intimated, after which you will able to access and avail the Services on the Platform. Ivy reserves its right to refuse to provide its Services and access to the Platform to any person as per Ivy’s discretion.

1. 1. As part of your registration, you may be required to enter into further agreements with Ivy. Investors may be required to pay to Ivy a one-time registration fee and, at the time of investment, may be required to pay a facilitation fee. Startups may be required to pay a facilitation fee as well which shall be determined as a percentage of the investment to be received by the Startup. In no circumstances shall the User be eligible for a refund of the fees paid by it to Ivy.

1. 1. You understand that additional or new features, functionalities or enhancements may be made to the Platform which may require the creation of separate or additional accounts, payment of additional fees and furnishing of additional documents. Ivy will determine, in Ivy’s sole discretion, whether access to such new features, functionality or enhancements by you, will require an additional fee or additional documentation. Any new or modified functionality added to the Platform and any updates or enhancements to the same are subject to the terms and conditions of this Agreement. We reserve the right to deploy updates or enhancements at any time.

1. ACCURACY OF INFORMATION

1. 1. You represent to us that any and all the information provided by you to Ivy through the Platform or otherwise, is true, accurate and complete. You acknowledge that any false, inaccurate, incomplete or misleading information may cause Ivy and third parties to incur substantial economic harm and losses for which you may be held liable and accountable. Ivy shall also have the discretion to bar you from accessing the Platform and remove you from any transactions that you may be a part of through the Platform. Ivy shall not be liable for any losses that may be incurred by you due to your breach of these Terms.

1. CONFIDENTIALITY:

1. 1. “Confidential Information” pertains to all data disclosed by Ivy through the Platform or otherwise to the User, or comes to the knowledge of the User through the Platform or any events organized by Ivy or any ongoing deals introduced by Ivy, encompassing, but not limited to, tangible and intangible information, account details (including the companies earmarked for user investment), information concerning startups and target companies, and particulars of deals. This information may be in written, graphic, machine-readable, electronic, sample, or any other visually perceptible form, or conveyed orally. It may include documents, research material, data, statements, business, technical or financial information, internal communication and policies, any exchanges with third parties, as well as all intellectual property concerning the Services. Additionally, any information marked as “Confidential” or bearing a similar designation, or information that the User knows or reasonably should have known is the confidential information of the Platform, shall be deemed to be Confidential Information.

The following shall not form part of ‘Confidential Information’, any information that: (a) is or becomes publicly available through no fault of the User; (b) was rightfully in the User’s possession prior to its disclosure by or through Ivy, free from any confidentiality restriction and/or obtained from a third party without breach of any confidentiality obligation of that third party; (c) is independently developed by the User without reference to the Confidential Information; or (d) has been approved for release or use (in either case without restriction) by written authorisation of Ivy.

1. 1. The User agrees to maintain the confidentiality of all Confidential Information and to not disclose the same to any third-party. The User shall not disclose, transfer, or share any Confidential Information with any third party. The User shall use Confidential Information solely for the purpose of utilizing the services provided by the Platform, and shall not use Confidential Information for any other purpose. The User agrees to take all reasonable measures to protect the confidentiality and security of the Confidential Information, including but not limited to implementing appropriate safeguards to prevent unauthorized access, use, or disclosure.

1. 1. The user acknowledges that any unauthorized disclosure, use, or dissemination of Confidential Information may cause irreparable harm and significant damage to the Platform. Therefore, the user agrees that they shall be held liable for any breach of this confidentiality clause and shall indemnify, defend, and hold harmless the Platform, Ivy and Ivy’s affiliates, officers, directors, employees, agents, consultants and representatives from and against any and all claims, damages, liabilities, costs, and expenses, including reasonable attorney fees, arising out of or relating to any such breach. You shall be liable to the full extent permissible under law for the actions and/or omissions of your authorized representatives who use the Platform.

1. 1. The obligations of confidentiality set forth in this clause shall survive for a period of one year from the termination or expiry of the User’s agreement with the Platform.

1. THINGS YOU ARE NOT ALLOWED TO DO:

1. You are not allowed to misuse Ivy’s Services and Platform, for example, by interfering with them or accessing them using a method other than the interface and the instructions that we provide. You may not access or use the interface, systems or network of the Platform and Ivy which are not meant for access by you. Doing so will also entail legal consequences including damages. Moreover, Ivy shall not be responsible for any loss suffered by you by way of such unauthorized, wrongful or illegal access.
2. You agree to use the Platform only for the purposes that are permitted by the Terms and as per applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions. You agree that you will not engage in any activity that interferes with or disrupts the Platform (or the servers and networks which are connected to the Platform) and/or the Services.
3. If you are a Startup, you shall not, directly or indirectly, attempt to contact the investors introduced to you through Ivy on the Platform, outside the framework of the Platform and Services. If you are an Investor, you shall not, directly or indirectly, attempt to contact the Startups or their promoters introduced to you through Ivy on the Platform, outside the framework of the Platform and Services.
4. You hereby agree that all investments raised / funded (as the case may be) available on the Platform shall solely be routed through us only, and any attempt to bypass the Platform directly or indirectly by you, may lead to instant removal of your access to the Platform and Services, along with us availing any other remedy as we may deem fit under applicable law. The User shall not be entitled to any refund of fees in case of such circumstances.
5. You shall not, in any circumstance whatsoever, be entitled to share with any third party your login credentials on the Platform or otherwise provide access to a third party to the Platform or its Services, except your duly authorized representatives. Any person who uses your account on the Platform, or attends events of ILV on your behalf, or communicates with ILV on your behalf, shall be deemed to be your duly authorised representative.
6. You understand that the User account is personal to the Startup / Investor, and any third party accessing the Platform, except as provided in these Terms, without our prior permission, shall be a material breach of these Terms. You shall also take all reasonable efforts to ensure that no person is able to gain unauthorized access to the Platform through your login credentials or otherwise, and you shall be held responsible for any unauthorized access to the Platform. It is your responsibility to maintain the confidentiality of the log-in credentials of your account on the Platform and for restricting access to your computer/mobile/other similar devices to prevent unauthorized access to your account. You shall remain solely liable for all the actions undertaken through your account.
7. You will: (a) immediately inform us of any unauthorized use of the account or any other security breach; and (b) ensure that you log out of your account at the end of each session. We (including our employees, agents, directors, consultants and affiliates) will not be liable for any direct or indirect loss or damage arising from your failure to comply with these Terms. You may be held liable for any losses incurred by us or by any other user due to unauthorized use of your account. We reserve the right to refuse access to the Platform, terminate accounts, remove or edit content at any time without notice to you.

1. CHANGES TO THESE TERMS

Ivy may vary or amend or change or update these Terms, from time to time entirely at its own discretion. You shall be responsible for checking these Terms from time to time and ensuring continued compliance with these Terms. Your use of the Platform after any such amendment or change in the Terms shall be deemed to be your express acceptance to such amended/changed terms and you also agree to be bound by such changed/amended Terms.

1. OWNERSHIP OF THE PLATFORM AND PROPRIETARY RIGHTS

Ivy is the sole and exclusive owner of the Platform. Ivy also exclusively owns the copyrights, trademarks, service marks, logos, trade names, domain names and other intellectual and proprietary rights throughout the world in relation to the Platform and Services, whether registered or unregistered (“IP Rights”). Your use of the Platform shall not amount to creation of any assignment, license or any other right in your favour in relation to the IP Rights and you are only entitled to use the Platform as per these Terms, other agreements between you and Ivy and as per applicable laws.

1. USER FEEDBACK

If you share or send any ideas, suggestions, changes or documents regarding the Platform or Serviecs (“Feedback”), you agree that (a) your Feedback does not containyou’re your or any third party’s confidential, secretive or proprietary information, (b) Ivy is under no obligation of confidentiality with respect to such Feedback, and shall be free to use the Feedback on an unrestricted basis, (c) by providing the Feedback, you grant to us a binding, non-exclusive, royalty-free, perpetual, global license to use, modify, develop, publish, distribute and sub-license the Feedback, and you irrevocably waive, against Ivy and its other users, any claims/assertions, whatsoever, of any nature, with regard to such Feedback, and (d) your Feedback and its contents will automatically become the property of Ivy, without any compensation to you.

1. DISCLAIMER OF WARRANTIES

1. 1. Ivy disclaims all warranties, express or implied, in connection with its Services and Platform, except as provided in these Terms and your use of the Platform, to the fullest extent permissible by law.

1. 1. While Ivy takes reasonable measures for protection of the information provided by you on the Platform, Ivy takes no responsibility for (i) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the Platform, due to actions of any third parties, (ii) any loss of your data from the Platform through the actions of any third party, and (iii) any loss or misuse of your bank account/credit card/debit card/ etc. information submitted by you to the third party payment gateway.

1. INDMENITY AND LIMITATION OF LIABILITY

1. 1. You agree to indemnify, defend and hold harmless us, our affiliates, officers, directors, employees, consultants, licensors, agents, representatives and startups registered on the Platform (“Ivy Indemnified Parties”) from and against any and all third- party claims, losses, liabilities, damages, and/or costs (including reasonable attorney fees and costs) incurred by the Ivy Indemnified Parties, arising from your access to or use of Platform or the Services, your violation of these Terms or other agreements between you and Ivy, or your infringement of any of our or any third-party’s intellectual property or other rights.

1. 1. In no event shall Ivy be liable for any damages or losses to you resulting from: (i) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the Platform or services through the actions of any third parties, (ii) any loss of your data from the Platform through the actions of any third party, (iii) any loss or misuse of your payment information by the third party payment gateway, (iv) any interruption or cessation of transmission to or from Ivy’s servers, (v) the disclosure of information pursuant to these Terms or the Privacy and Data Policy, and/or (vi) delay or failure in performance resulting from causes beyond Ivy’s reasonable control.

1. 1. In no event shall Ivy be liable to you for any indirect, incidental, special, punitive, exemplary or consequential damages, howsoever caused, and under any theory of liability, including but not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, any loss of data suffered, cost of procurement of substitute goods or services, or other intangible loss.

1. 1. Notwithstanding anything contained in these Terms or otherwise, the cumulative maximum liability of Ivy and its respective directors, officers, employees, affiliates or agents, whether in contract or tort or damages or indemnification claims or negligence, by statute or otherwise, regardless of the theory of liability, shall be limited to payment of incurred and suffered direct damages only and shall in no event exceed: (i) the one-time Membership Fee paid by you if you are an Investor, or (ii) the one-time facilitation fee paid by you if you are a Startup.
   2. You expressly agree that access to and use of the Platform and the Services is at your sole risk and is provided on an “as is” basis without warranties of any kind, either express or implied, including, but not limited to, warranties of accuracy or completeness or non-infringement, merchantability or fitness for a particular purpose. Without limiting the foregoing, we do not warrant that the Services will be uninterrupted, bug-free or error-free.

1. DISCLAIMER:

1. 1. The information provided on this platform is for informational purposes only and does not constitute investment advice. We are not registered with the Securities and Exchange Board of India (SEBI), as we are not engaged in dealing with listed companies or entities, nor are we providing advisory services. Our role is solely that of a facilitator / intermediary between the Startups and Investors.

1. 1. Investing in startups carries inherent risks, and there is no guarantee of returns. Investors should conduct their own due diligence and seek professional advice before making any investment decisions. The value of investments may fluctuate, and investors may lose part or all of their Investment.

1. 1. For Startups seeking funding, we do not guarantee that Users will secure funds through our Platform or our Services. While we strive to connect Startups with potential investors, the decision to invest lies solely with the investors, and we cannot guarantee the outcome of any fundraising efforts. If an investor removes itself from any fund raising process after making a commitment, we shall not be held liable for the same.

1. 1. By using the Platform and Services, the Users acknowledge and accept the risks associated with investing in startups and agree that the Platform or Ivy shall not be held liable for any losses incurred as a result of investment decisions made based on information provided herein.

1. 1. It is recommended that Users carefully review all terms and conditions, including this disclaimer, before using the Platform, availing Services or engaging in any investment activities.

1. GENERAL TERMS:

1. 1. Interpretation

The section and subject headings in these Terms are included for reference only and shall not be used to interpret any provisions of these Terms. Any words or phrases used in these Terms must be interpreted in the context in which they have been used herein.

1. 1. Entire Agreement and Waiver

The Terms, together with the ‘Privacy and Data Policy’ and other agreements that you may be required to sign from time-to-time and based on the stages of Investment, shall constitute the entire agreement between you and Ivy in relation to the Platform and services. No failure or delay by us in exercising any right, power or privilege under the Terms shall operate as a waiver of such right or acceptance of any variation of the Terms and nor shall any single or partial exercise by either party of any right, power or privilege preclude any further exercise of that right or the exercise of any other right, power or privilege.

1. 1. Severability

If any provision of these Terms is deemed unlawful, invalid, inoperable or unenforceable by a judicial court for any reason, then that provision shall be deemed severed from these Terms, and the remainder of the Terms shall continue in full force and effect.

1. 1. Partnership or Agency

None of the provisions of these Terms shall be deemed to constitute a partnership or agency between you and Ivy and you shall have no authority to bind Ivy in any form or manner, whatsoever.

1. 1. Force Majeure

Ivy shall not be liable for any default or breach of these Terms to the extent performance of Ivy’s obligations or attempts to cure any breach, were delayed or prevented by reason of any act of god (such as fire, natural disaster, epidemics, etc.), accidents, acts of governments, war, riots or any other cause (whether natural or manmade) beyond the control of Ivy.

1. CONTACT US:

In case of any grievances or queries, you may contact the grievance officer of Ivy whose details are mentioned below:

1. REFERRAL:
    

If you wish to refer a startup to us who wishes to seek investment through our Platform, please contact us at the details given in Contact Us section of these Terms. By referring a startup to us, you acknowledge and agree that any resulting interactions or transactions between the referred startup and our Platform shall be subject to the terms and conditions outlined in these Terms.

1. PROHIBITED USE

In addition to other prohibitions as set forth in these Terms, you are prohibited from using the Platform or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, central or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our IP Rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or the Platform, or other related platforms on the internet; (h) to collect or track the personal information of others without authorisation; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or Platform or other related platforms on the internet. We reserve the right to terminate your use of the Service or Platform for violating any of the prohibited uses or these Terms.

1. TERMINATION

 
The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of these Terms for all purposes. These Terms are effective unless and until terminated by either you or us. You may terminate these Terms at any time by notifying us that you no longer wish to use our Services and Platform, after which you shall be stopped from using the Platform and availing our Services.

If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms, Privacy and Data Policy or other agreements executed between you and Ivy, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly we may deny you access to our Services and the Platform (or any part thereof). 

1. GOVERNING LAW

These Terms and Privacy and Data Policy, shall be governed by and construed in accordance with the laws of India, and subject to the provisions of arbitration contained in the other agreements executed between you and Ivy, the courts at Indore (M.P.) shall have exclusive jurisdiction.