Terms of Use

Access to the Website and the initial creation of a Founder profile is free of charge. The Company's principal remuneration for the Services is a success-based fee ("Success Fee"), payable solely upon and subject to consummation of a Transaction, calculated as 5% (five percentage) of the aggregate Funds Raised in such Transaction ("Funds Raised" means the total consideration, whether in cash, cash-equivalent, or otherwise, actually received by the Founder from the Investor pursuant to the Transaction).

The Success Fee shall become due and payable within 15 (fifteen) days of the earlier of: (a) receipt of Funds Raised by the Founder; or (b) execution of the definitive transaction documents governing the Transaction. The Company shall raise a tax invoice for the Success Fee, and the Founder shall remit payment together with applicable Goods and Services Tax and deduct tax at source in accordance with Applicable Laws, with a certificate of such deduction furnished to the Company.

Where a Transaction is structured or completed in tranches, the Success Fee shall be payable proportionately on each tranche of Funds Raised as and when received.

The Success Fee is payable regardless of whether the Transaction is concluded on terms different from those initially discussed through the Website, and regardless of the involvement of any other adviser, broker, or intermediary engaged by the Founder, provided the relevant Investor was the subject of an Introduction by the Company.

All amounts payable under these Terms are exclusive of applicable taxes, which shall be borne by the Founder in addition to the stated fee, except where required by Applicable Law to be deducted at source.

For a period of 24 (twenty-four) months from the date of the relevant Introduction ("Tail Period"), the Founder shall not, directly or indirectly, solicit, negotiate with, accept investment from, or conclude a Transaction with the introduced Investor (or any affiliate, fund, co-investor, or nominee thereof) without the involvement of the Company and without payment of the applicable Success Fee, whether or not the resulting Transaction is concluded through the Website.

Any Transaction concluded with an introduced Investor (or its affiliate, fund, co-investor, or nominee) within the Tail Period shall be conclusively presumed to have arisen from the Company's Introduction, and the Success Fee shall be payable accordingly, unless the Founder demonstrates, with contemporaneous documentary evidence, a pre-existing independent relationship with such Investor predating the Introduction.

Where an Investor knowingly assists a Founder in circumventing the Founder's Success Fee obligation under this Clause 6, the Company reserves the right to pursue the Investor for procuring breach of contract, to the extent permitted under Applicable Law.

The obligations under this Clause 6 shall survive termination of the Founder's account and these Terms for the duration of the Tail Period applicable to each Introduction made prior to such termination.

Access to the Website and registration as an Investor is free of charge. The Company's fee for facilitating Introductions is charged to the Founder as the Success Fee under Clause 5. No fee is payable by the Investor to the Company in connection with the Services, unless otherwise separately and expressly agreed in writing between the Investor and the Company.

The Investor shall conduct its own independent legal, financial, technical, and commercial due diligence on any Founder and Investment Opportunity prior to making any investment decision, and shall not rely on the Company, the Website, or any Introduction as a substitute for such due diligence.

The Investor shall not use information or access obtained through the Website for any purpose other than bona fide evaluation of Investment Opportunities, and shall not misuse, misrepresent, or disclose a Founder's Confidential Information other than in accordance with Clause 9.

The Investor undertakes not to: (a) misrepresent its identity, affiliation, mandate, or authority; (b) engage in conduct that is fraudulent, coercive, or prejudicial to a Founder's interests; or (c) use the Website to solicit or conduct activity prohibited under Applicable Law, including unregistered fund pooling or deposit-taking on behalf of third parties.

"Confidential Information" means all non-public information disclosed by a Founder through the Website or in connection with the Services, including business plans, financial projections, capitalisation tables, pitch decks, and proprietary business information, but excludes information that: (a) is or becomes publicly available through no fault of the recipient; (b) was lawfully known to the recipient prior to disclosure; or (c) is independently developed without reference to the disclosed information.

The Company shall use Confidential Information solely for the purpose of providing the Services, and shall disclose such Confidential Information to prospective Investors strictly on a need-to-know basis for evaluation of the Investment Opportunity. The Company shall use reasonable endeavours to require Investors accessing such Confidential Information to maintain its confidentiality, but does not guarantee an Investor's compliance therewith and shall not be liable for any Investor's unauthorised use or disclosure.

Each Investor shall: (a) use Confidential Information solely for the purpose of evaluating the relevant Investment Opportunity; (b) not disclose Confidential Information to any third party without the prior written consent of the relevant Founder, save to the Investor's professional advisers and investment committee members bound by equivalent confidentiality obligations; and (c) not use Confidential Information to compete with, disintermediate, or disadvantage the Founder.

The Founder acknowledges that disclosure of commercially sensitive information to multiple prospective Investors is inherent to the nature of the Services, and that the Founder retains sole discretion to withhold particularly sensitive information or to require a separate non-disclosure agreement directly with a specific Investor prior to detailed disclosure.

This Clause 9 shall survive termination of these Terms for a period of 3 (three) years.

The Website, including its design, text, graphics, software, and all underlying technology, is the exclusive property of the Company and is protected under the Copyright Act, 1957, the Trade Marks Act, 1999, and other Applicable Laws. Nothing in these Terms transfers any right, title, or interest in the Website or the Company's intellectual property to any User.

The Founder retains all right, title, and interest in the content, materials, and information uploaded to the Website ("Founder Content"). The Founder grants the Company a non-exclusive, worldwide, royalty-free, revocable licence to host, reproduce, and share the Founder Content solely for the purpose of providing the Services, including presenting it to prospective Investors. The Founder represents and warrants that it holds all necessary rights to the Founder Content and that such content does not infringe the rights of any third party.

Each Investor is granted a limited, non-exclusive, non-transferable, revocable licence to access and use the Website solely for the purpose of evaluating Investment Opportunities, and shall not reproduce, scrape, reverse-engineer, or create derivative works from the Website or its content.

Founders represent and warrant that: (a) all information provided is true, accurate, and not misleading; (b) it has full corporate authority to raise funds and to enter into a Transaction; (c) its business and the proposed Investment Opportunity do not violate any Applicable Law; and (d) it shall not use the Website to solicit funds through a mode prohibited under Applicable Law, including any deposit-taking activity prohibited under the Companies Act, 2013. Founders further undertake not to misrepresent their identity or authority, upload unlawful or infringing content, or engage in conduct that is fraudulent or prejudicial to the interests of Investors or the Company.

Investors represent and warrant that: (a) all information provided during registration is true, accurate, and not misleading; (b) it has full legal and, where applicable, corporate/fund authority to make investments of the nature contemplated; (c) its source of investment funds is lawful and does not violate any Applicable Law, including anti-money laundering laws; and (d) its investment activity through the Website does not violate any Applicable Law binding upon it, including any FEMA, AIF, FPI, or FVCI registration or reporting requirement applicable to it.

Founders: The Company's cumulative aggregate liability to a Founder arising out of or in connection with these Terms shall not exceed the total Success Fee actually paid by such Founder to the Company in the 6 (six) months preceding the event giving rise to the claim.

Investors: The Company's cumulative aggregate liability to an Investor arising out of or in connection with these Terms shall not exceed INR 10,000 (Indian Rupees Ten Thousand), the Services being provided to Investors free of charge.

Nothing in this Clause 12 shall operate to exclude or limit liability for fraud, wilful misconduct, or gross negligence, or any liability which cannot be excluded or limited as a matter of Applicable Law.

Each User shall indemnify, defend, and hold harmless the Company, its directors, officers, and employees from and against any and all claims, losses, liabilities, damages, and expenses (including reasonable legal fees) arising out of or in connection with: (a) such User's breach of these Terms or any representation or warranty herein; (b) such User's violation of Applicable Law; (c) any inaccuracy in information or content provided by such User, or (in the case of an Investor) any misuse of a Founder's Confidential Information; or (d) any dispute between a Founder and an Investor, including in relation to any Transaction.

These Terms commence on the date a User first accesses or registers on the Website and continue until terminated in accordance with this Clause 14.

Either party may terminate a User's account and these Terms at any time by written notice, provided that termination shall not affect any Success Fee obligation that has accrued, or that accrues during the Tail Period, in respect of any Introduction made prior to such termination.

The Company may suspend or terminate access immediately, without notice, in the event of a breach of these Terms, suspected fraudulent conduct, or as required under Applicable Law.

Clauses 4 (Regulatory Disclaimer), 6 (Non-Circumvention), 8 (Investor Conduct), 9 (Confidentiality), 11 (Representations and Warranties), 12 (Limitation of Liability), 13 (Indemnification), and 16 (Governing Law and Dispute Resolution) shall survive termination of these Terms.

Nothing in these Terms shall be construed as creating a partnership, joint venture, agency, or employment relationship between the Company and any User. The Company acts solely as an independent facilitator of Introductions and does not act as agent for either the Founder or the Investor.

The Company shall not be liable for any failure or delay in performance of the Services caused by circumstances beyond its reasonable control, including acts of God, natural disaster, pandemic, governmental action, internet or telecommunications failure, or cyber-attack.

These Terms shall be governed by and construed in accordance with the laws of India, without regard to its conflict of laws principles.

Any dispute, controversy, or claim arising out of or in connection with these Terms, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration administered under the Arbitration and Conciliation Act, 1996, as amended, by a sole arbitrator appointed by mutual agreement of the parties (or, failing agreement within 30 days, appointed in accordance with the said Act). The seat and venue of arbitration shall be Bengaluru, India, and the language of arbitration shall be English.

The arbitral award shall be final and binding on the parties. Nothing in this Clause 16 shall preclude either party from seeking interim or injunctive relief from a court of competent jurisdiction in Bengaluru, India, pending constitution of the arbitral tribunal.

Subject to Clause 16.2, the courts at Bengaluru, India shall have exclusive jurisdiction over matters not referable to arbitration.

Amendment: The Company reserves the right to amend these Terms at any time, with the revised Terms effective upon posting on the Website. Continued use of the Website following such posting constitutes acceptance of the amended Terms.

Assignment: No User shall assign or transfer its rights or obligations under these Terms without the Company's prior written consent. The Company may assign these Terms in connection with a merger, acquisition, or sale of assets.

Severability: If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be replaced with a valid provision that most closely reflects the original commercial intent.

Waiver: No failure or delay by the Company in exercising any right under these Terms shall operate as a waiver thereof.

Entire Agreement: These Terms, together with the Privacy Policy and Cookie Policy, constitute the entire agreement between the parties in relation to the subject matter hereof and supersede all prior understandings, whether written or oral.

Notices: All notices under these Terms shall be in writing and delivered by email to info@jcitl.com (for the Company) or to the email address registered by the User on the Website.

Grievance Redressal: In accordance with the Information Technology Act, 2000 and rules made thereunder, grievances may be addressed to the Grievance Officer: Mr. Swapnil Singh, email: grievance@jcitl.com.