Startup Onboarding Agreement

This Startup Onboarding Agreement (“Agreement”) is executed between VEST FUNDORA PRIVATE LIMITED, a company incorporated under the Companies Act, 2013, having its registered office at F-113, J M Nagar, Anand Nagar, P.D. Road, Vishnunagar, Thane, Maharashtra, India – 421202 (the “Platform” or “Vest Fundora”), and the startup entity accepting this Agreement (the “Startup”). Vest Fundora and the Startup are each a “Party” and together the “Parties”.

1. Recitals

A. Vest Fundora operates a technology-enabled business networking and investor discovery platform intended to facilitate introductions between startups, investors, strategic partners, incubators, accelerators, mentors, and other ecosystem participants.

B. The Startup desires to create and maintain a profile on the Platform and participate in networking, investor discovery, fundraising discussions, and business opportunities facilitated through the Platform.

C. Vest Fundora agrees to onboard the Startup subject to the terms and conditions contained herein.

2. Definitions

“Affiliate” means, with respect to any person, any entity directly or indirectly controlling, controlled by, or under common control with such person.

“Confidential Information” means all non-public information, documents, financial information, business plans, investor details, pitch decks, technology, know-how, customer information, and other proprietary information disclosed by either Party.

“Introduced Investor” means any investor, fund, angel network, family office, venture capital fund, strategic investor, corporate investor, syndicate, or investment vehicle introduced directly or indirectly by Vest Fundora to the Startup.

“Platform Services” means services provided by Vest Fundora including startup onboarding, profile hosting, investor discovery, networking opportunities, business introductions, and related ecosystem support.

3. Appointment

3.1 The Startup hereby appoints Vest Fundora on a non-exclusive basis to facilitate introductions and networking opportunities with potential investors and ecosystem participants.

3.2 The Startup acknowledges that Vest Fundora is merely facilitating introductions and does not guarantee fundraising, investment commitments, business opportunities, strategic partnerships, or any commercial outcomes.

3.3 Nothing contained herein shall be construed as: (a) investment advice; (b) securities brokerage; (c) portfolio management services; (d) merchant banking services; (e) investment solicitation; or (f) any regulated activity requiring registration or approval under applicable laws.

4. Startup Onboarding

4.1 Vest Fundora may create and publish the Startup’s profile on its platform, website, database, marketing materials, investor dashboards, and ecosystem channels.

4.2 The Startup authorizes Vest Fundora to display: (a) Startup name; (b) Logo; (c) Business description; (d) Industry classification; (e) Team information; (f) Publicly approved fundraising information; and (g) such other information expressly approved by the Startup.

4.3 The Startup grants Vest Fundora a non-exclusive, royalty-free, worldwide license during the term of this Agreement to use the Startup’s name, logo, trademarks, and approved promotional content solely for platform operations, investor introductions, marketing, and promotional purposes.

5. Representations and Warranties of the Startup

The Startup represents and warrants that:

1. It is duly incorporated, validly existing, and authorized to enter into this Agreement.
2. All information provided to Vest Fundora is true, accurate, complete, and not misleading.
3. It possesses all necessary rights and permissions in relation to documents, presentations, intellectual property, and information shared through the Platform.
4. It shall promptly notify Vest Fundora of any material change in information provided.
5. It shall comply with all applicable laws, regulations, governmental requirements, and industry standards.
6. It shall not upload or share any information which is fraudulent, misleading, defamatory, unlawful, infringing, or otherwise prohibited by applicable law.
7. It is not engaged in any unlawful, prohibited, fraudulent, deceptive, money laundering, terrorist financing, sanctions-restricted, or otherwise illegal activity under applicable law.

6. Confidentiality

6.1 Each Party shall maintain strict confidentiality of Confidential Information received from the other Party.

6.2 Confidential Information may only be disclosed: (a) to professional advisors; (b) pursuant to legal requirements; (c) with prior written consent of the disclosing Party.

6.3 The confidentiality obligations shall survive for a period of five (5) years following termination of this Agreement.

7. Non-Circumvention

7.1 The Startup acknowledges that Vest Fundora invests significant resources in identifying and introducing potential investors and strategic opportunities.

7.2 Where an investor introduction has been facilitated by Vest Fundora, the Startup shall promptly inform Vest Fundora of any substantive discussions, negotiations, term sheets, investment proposals, or funding transactions involving such Introduced Investor.

7.3 The Parties acknowledge that detailed commercial arrangements, including success fees and transaction-specific obligations, may be governed by a separate Deal Advisory and Success Fee Agreement executed between the Parties.

7.4 Nothing contained herein shall restrict the Startup from independently raising capital; however, any obligations arising under separately executed commercial agreements shall remain binding.

8. Intellectual Property

8.1 Each Party shall retain ownership of its respective intellectual property rights.

8.2 No transfer, assignment, or licensing of intellectual property shall occur except as expressly provided herein.

8.3 Vest Fundora shall retain all rights, title, and interest in and to the Platform, software, databases, systems, methodologies, branding, and proprietary materials.

9. Data Privacy

9.1 Each Party shall comply with applicable data protection and privacy laws, including the Digital Personal Data Protection Act, 2023, as amended from time to time.

9.2 The Startup consents to processing and sharing of submitted information with prospective investors, strategic partners, and ecosystem participants for legitimate business purposes.

9.3 The Startup acknowledges that Vest Fundora acts solely as a technology-enabled networking and introduction platform and does not provide investment advice, securities brokerage services, portfolio management services, merchant banking services, crowdfunding services or any other regulated financial services.

10. Disclaimer

10.1 Vest Fundora does not guarantee: (a) funding; (b) investment commitments; (c) valuations; (d) investor participation; (e) strategic partnerships; or (f) business outcomes.

10.2 All investment decisions shall be made independently by the relevant parties.

10.3 Vest Fundora shall not be responsible for the conduct, actions, omissions, financial standing, or decisions of any investor, startup, or third party.

10.4 Vest Fundora does not independently verify the financial capability, credentials, regulatory status, investment intent, or suitability of any investor and makes no representation or warranty in relation thereto.

11. Limitation of Liability

11.1 To the maximum extent permitted under applicable law, Vest Fundora shall not be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, including loss of profits, loss of business opportunities, loss of goodwill, loss of anticipated savings, loss of data, or business interruption arising out of or in connection with this Agreement.

11.2 Vest Fundora shall not be responsible for any investment decision, commercial arrangement, transaction, dispute, misrepresentation, fraud, insolvency, or default by any investor, startup, advisor, service provider, or other third party introduced through the Platform.

11.3 The aggregate liability of Vest Fundora arising out of or in connection with this Agreement shall not exceed the total amount of fees actually received by Vest Fundora from the Startup during the twelve (12) months immediately preceding the event giving rise to such claim.

11.4 Nothing contained herein shall exclude liability for fraud, wilful misconduct, or any liability which cannot be excluded under applicable law.

12. Indemnity

12.1 The Startup shall indemnify, defend, and hold harmless Vest Fundora, its promoters, directors, officers, employees, consultants, affiliates, successors, and assigns from and against any and all losses, liabilities, damages, penalties, claims, actions, proceedings, costs, and expenses (including reasonable legal fees) arising from: (a) breach of this Agreement by the Startup; (b) any false, inaccurate, misleading, incomplete, or fraudulent information provided by the Startup; (c) violation of any applicable law, regulation, governmental order, or third-party rights by the Startup; (d) infringement or alleged infringement of intellectual property rights; (e) disputes between the Startup and any investor or third party; (f) any claim arising from products, services, operations, or business activities of the Startup.

12.2 The obligations contained in this Clause shall survive termination or expiry of this Agreement.

13. Term and Termination

13.1 This Agreement shall commence on the Effective Date and shall remain in force unless terminated in accordance with this Clause.

13.2 Either Party may terminate this Agreement by providing thirty (30) days’ prior written notice to the other Party.

13.3 Vest Fundora may immediately suspend or terminate access to the Platform upon: (a) breach of this Agreement; (b) suspected fraud, misconduct, or unlawful activity; (c) provision of misleading or inaccurate information; (d) violation of applicable laws; (e) conduct that may adversely affect Vest Fundora’s reputation, business, or operations.

13.4 Termination shall not affect any accrued rights, obligations, liabilities, confidentiality obligations, indemnities, intellectual property rights, dispute resolution provisions, or payment obligations existing prior to termination.

13.5 Upon termination, Vest Fundora may remove the Startup’s profile, documents, and information from the Platform, subject to legal retention requirements.

14. Compliance with Laws

14.1 The Startup shall at all times comply with all applicable laws, rules, regulations, governmental directives, and industry standards relevant to its business activities.

14.2 The Startup shall be solely responsible for obtaining and maintaining all licenses, registrations, permits, approvals, and regulatory authorizations required for its operations.

14.3 The Startup shall immediately notify Vest Fundora of any regulatory investigation, material litigation, insolvency proceedings, or governmental action affecting the Startup.

15. Force Majeure

15.1 Neither Party shall be liable for failure or delay in performing its obligations due to events beyond its reasonable control, including acts of God, natural disasters, pandemics, governmental actions, war, civil unrest, labour disputes, cyber-attacks, internet failures, or disruptions in communication systems.

15.2 The affected Party shall promptly notify the other Party and use reasonable efforts to mitigate the effects of such event.

16. Notices

16.1 Any notice under this Agreement shall be in writing and delivered by hand, courier, registered post, or email to the addresses designated by the Parties.

16.2 Notices shall be deemed received: (a) upon delivery if delivered by hand; (b) upon recorded delivery if sent by courier; (c) upon transmission if sent by email, unless a delivery failure notification is received.

17. Assignment

17.1 The Startup shall not assign, transfer, delegate, or otherwise dispose of its rights or obligations without the prior written consent of Vest Fundora.

17.2 Vest Fundora may assign or transfer its rights and obligations to any affiliate, successor entity, or purchaser of its business.

18. Relationship of the Parties

18.1 Nothing contained herein shall be construed as creating any partnership, joint venture, agency, fiduciary relationship, employment relationship, or association between the Parties.

18.2 Neither Party shall have authority to bind or represent the other Party in any manner whatsoever.

19. Entire Agreement

19.1 This Agreement constitutes the entire understanding between the Parties with respect to its subject matter and supersedes all prior discussions, negotiations, representations, and understandings, whether oral or written.

20. Amendment

20.1 No amendment, modification, or waiver of any provision shall be valid unless made in writing and signed by both Parties.

21. Severability

21.1 If any provision is held invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

22. Waiver

22.1 Failure or delay by either Party in exercising any right shall not constitute a waiver of such right.

23. Dispute Resolution

23.1 The Parties shall first attempt to resolve any dispute through good faith negotiations.

23.2 If unresolved for thirty (30) days, the dispute shall be referred to arbitration under the Arbitration and Conciliation Act, 1996, as amended.

23.3 The arbitration shall be conducted by a Sole Arbitrator mutually appointed by the Parties.

23.4 The seat and venue of arbitration shall be New Delhi, India.

23.5 The arbitration proceedings shall be conducted in the English language.

23.6 The arbitral award shall be final and binding upon the Parties.

24. Governing Law and Jurisdiction

24.1 This Agreement shall be governed by and construed in accordance with the laws of India.

24.2 Subject to Clause 23, the courts at New Delhi shall have exclusive jurisdiction over all matters arising out of this Agreement.

25. Counterparts and Electronic Execution

25.1 This Agreement may be executed in counterparts, each of which shall be deemed an original and together shall constitute one instrument.

25.2 Execution through electronic signatures, digital signatures, scanned copies, or electronic means shall be valid and enforceable to the extent permitted by applicable law.