Terms of Service - Marquee Equity

The following Terms of Service (collectively with our Privacy Policy, the

“ToS”) govern your use of www.marquee-equity.com (the “Site”) and the

products, features, contents, applications and services provided by

STAR TROOPER TECHNOLOGIES PRIVATE LIMITED / MARQUEE EQUITY (together with the Site, the “Platform”)

1. General Terms and Conditions.

All use of the Platform is subject to the ToS and the Membership Agreement

(defined below) that you executed with us. By accessing and using the

Platform, you acknowledge, accept, and agree to the ToS and all other terms,

conditions, procedures and policies that may be published from time to time on

the Site by us, each of which is incorporated by reference. The ToS represents

a binding contract between you and STAR TROOPER TECHNOLOGIES PRIVATE LIMITED / MARQUEE EQUITY,

its subsidiaries, affiliates, assignees and its and their officers, directors, employees

and agents (“Marquee Equity”, “we”, “us” or “our”), and are in addition to any

other agreements between you and Marquee Equity, including any other

agreements that govern your use of products, features, contents, applications

and services available on the Platform. Specifically, if you or the company that

you represent entered into a separate Membership Agreement or other signed

agreement with Marquee Equity (collectively, the “Membership Agreement”),

the terms and conditions of the ToS are hereby incorporated into the

Membership Agreement by this reference as if fully stated therein. In the event

of a conflict between the ToS and any Membership Agreement, the terms of

the Membership Agreement shall control. If you are accessing the Platform on

behalf of another entity or individual, you represent and warrant that you have

the authority to agree to the ToS on such entity’s or individual’s behalf. If you

do not agree with anything contained in the ToS, please do not submit

information to, access information from, or otherwise utilize the Platform.

Marquee Equity reserves the right to change the ToS at any time without notice

to you. Use of the Platform following the posting of any changes to the ToS

shall be deemed to be acceptance thereof by you. In the ToS, we may refer to a

customer/reader/entity as “you”. You agree to keep business information and

trade secrets of Marquee Equity, including, but not limited to the terms and

pricing set forth herein, and any user account information confidential until

such information becomes known to the public generally without your fault and

except to the extent that disclosure may be required by law, regulation or

legal process.

2. Eligibility.

You represent and warrant that you are at least 13 years of age. If you are under

age 13, you may not, under any circumstances or for any reason, use the

Platform. We may, in our sole discretion, refuse to offer the Platform to any

person or entity and change its eligibility criteria at any time. You are solely

responsible for ensuring that the ToS are in compliance with all laws, rules and

regulations applicable to you and the right to access the Platform is revoked

where the ToS or use of the Platform is prohibited or to the extent offering, sale

or provision of the Platform conflicts with any applicable law, rule or

regulation. Further, the Platform is offered only for your use, and not for the

use or benefit of any third party.

3. Registration.

When signing up for the Platform and creating an account on the Platform (an

“Account”), you must provide accurate and complete information and keep

your Account information updated. You shall not: (a) select or use as a

username a name of another person with the intent to impersonate that person;

(b) use as a username a name subject to any rights of a person other than you

without appropriate authorization; or (c) use, as a username, a name that is

otherwise offensive, vulgar or obscene. You are solely responsible for the

activity that occurs on your Account, and for keeping your Account password

secure. You may never use another person’s user account or registration

information for the Platform without permission. You must notify us

immediately of any change in your eligibility to use the Platform (including

any changes to or revocation of any licenses from state authorities), breach of

security or unauthorized use of your Account. You should never publish,

distribute or post login information for your Account. You shall have the

ability to delete your Account, either directly or through a request made to one

of our employees or affiliates.

4. Privacy.

Your privacy is very important to us. Marquee Equity Privacy Policy explains

how we treat your personal information and protect your privacy when you are

using our Platform. By using our Platform, you agree that Marquee Equity may

use your information as set forth in the Privacy Policy. We designed our

Equity to share with others and how we collect and can use your content and

information. We encourage you to read the Privacy Policy, and to use it to help

make informed decisions.

5. Use of the Platform; Limitations; Acceptable Use.

a. The Platform is designed for private market deal professionals to

connect with each other for the purposes of general networking,

business development, seeking and managing investment or acquisition

opportunities, and identifying investors and providers of capital.

Members of the Platform use a variety of tools to implement the

aforementioned processes, including data room and document hosting

tools, communication and messaging tools, and a variety of reports and

analytics. Marquee Equity is not involved in the actual transaction

between buyers and sellers, and does not render investment or legal

advice in connection therewith. None of the information submitted on

the Platform constitutes a solicitation, offer, opinion, or

recommendation by Marquee Equity to buy or sell any securities or

other financial instruments or to provide legal, tax, accounting, or

investment advice or services regarding the suitability or profitability of

any security of any kind, investment or transaction. Marquee Equity has

not made any recommendations regarding the merit of any company

identified on the Platform, made any recommendation regarding the

purchase or sale of any security, or endorsed or sponsored any company

identified on the Platform. For that reason all users of the Platform agree

to be responsible for their own due diligence and the legal and

regulatory compliance of any transaction they enter into, and Marquee

Equity makes no representation or assurance about such compliance. As

a user of the Platform, you are required to provide true and accurate

information about their businesses, and to update and maintain such

information, but Marquee Equity cannot and does not confirm the

accuracy of information provided.

If Marquee Equity permits you to input information into the Platform,

you may not (and may not permit any third party to) input any

information or content that:

you know is false, misleading, untruthful or inaccurate;

is promotional in nature, including solicitations for funds or

businesses, without the prior written authorization of Marquee

Equity;

constitutes junk mail, spam, chain letters, pyramid schemes or

the like;

is unlawful, harmful, threatening, abusive, harassing, tortious,

defamatory, vulgar, obscene, libelous, deceptive, fraudulent,

invasive of another’s privacy, offensive, profane, hateful or is

racially, ethnically or otherwise objectionable as determined by

us in our sole discretion, or otherwise violates the legal rights

of others;

you do not have the right to make available under any law or

under contractual or fiduciary relationships (such as inside

information, proprietary and confidential information learned or

disclosed as part of employment relationships or under

nondisclosure agreements);

infringes any patent, trademark, trade secret, copyright, right of

publicity or other proprietary rights of any party or violates any

law or contractual duty;

impersonates any person or entity, including any of our

employees or representatives; or

contains software viruses or any other computer code, files, or

programs designed to interrupt, destroy, gain access to or limit

the functionality of any computer software or hardware, or

telecommunications equipment.

You shall not: (i) take any action that imposes or may impose (as

determined by us in our sole discretion) an unreasonable or

disproportionately large load on our (or our third party providers’)

infrastructure; (ii) interfere or attempt to interfere with the proper

working of the Platform or any activities conducted on the Platform; (iii)

bypass, circumvent or attempt to bypass or circumvent any measures we

may use to prevent or restrict access to the Platform (or other accounts,

computer systems or networks connected to the Services); (iv) use

manual or automated software, devices, or other processes to “crawl” or

“spider” any page of the website; (v) harvest or scrape any Content from

the Platform; or (vi) otherwise take any action in violation of our

guidelines and policies.

You shall not (directly or indirectly): (i) decipher, decompile,

disassemble, reverse engineer or otherwise attempt to derive any source

code or underlying ideas or algorithms of any part of the Platform

(including without limitation any application), except to the limited

extent applicable laws specifically prohibit such restriction, (ii) modify,

translate, or otherwise create derivative works of any part of the

Platform, or (iii) copy, rent, lease, distribute, or otherwise transfer any

of the rights that you receive hereunder. You shall abide by all

applicable local, state, national and international laws and regulations.

We also reserve the right to access, read, preserve, and disclose any

information as we reasonably believe is necessary to (i) satisfy any

applicable law, regulation, legal process or governmental request, (ii)

enforce the ToS, including investigation of potential violations hereof,

(iii) detect, prevent, or otherwise address fraud, security or technical

issues, (iv) respond to user support requests, or (v) protect the rights,

property or safety of us, our users and the public.

Marquee Equity reserves the right to edit, restrict or remove any content

you provide for any reason or no reason at any time. The information

and materials made available through the Platform may contain

typographical errors or inaccuracies. In addition, Marquee Equity does

not control the information provided by other users that is made

available through the Platform.

Marquee Equity reserves the right to refuse service, terminate

relationships, and/or cancel orders in its discretion.

6. Apple, Inc. Device and Application Terms.

If you are accessing the Platform via a mobile application (“Application”)

developed by Marquee Equity on a device provided by Apple, Inc. (“Apple”),

or otherwise obtained access to the Platform through the Apple App Store, the

following terms shall apply:

a. Both you and Marquee Equity acknowledge that these ToS are

concluded between you and us only, and not with Apple, and that Apple

is not responsible for, does not endorse, and is not involved in the

application or the Platform;

The Application is licensed to you on a limited, non-exclusive, non-

transferrable, non-sublicensable basis, solely to be used in connection

with the Platform for your private, personal, non-commercial use,

subject to all the terms and conditions of these ToS as applicable;

You will only use the Application in connection with an Apple device

that you own or control;

You acknowledge and agree that Apple has no obligation whatsoever to

furnish any maintenance and support services with respect to the

Application;

In the event of any failure of the Application to conform to any

applicable warranty, including those implied by law, you may notify

Apple of such failure; upon notification, Apple’s sole warranty

obligation to you will be to refund to you the purchase price, if any, of

the Application;

You acknowledge and agree that Marquee Equity, and not Apple, is

responsible for addressing any claims you or any third party may have

in relation to the Application;

You acknowledge and agree that, in the event of any third party claim

that the Application or your possession and use of the Application

infringes that third party’s intellectual property rights, Marquee Equity,

and not Apple, will be responsible for the investigation, defense,

settlement and discharge of any such infringement claim;

You represent and warrant that you are not located in a country subject

to a U.S. Government embargo, or that has been designated by the U.S.

Government as a “terrorist supporting” country, and that you are not

listed on any U.S. Government list of prohibited or restricted parties;

Both you and Marquee Equity acknowledge and agree that, in your use

of the Application, you will comply with any applicable third party

terms of agreement which may affect or be affected by such use; and

Both you and Marquee Equity acknowledge and agree that Apple and

Apple’s subsidiaries are third party beneficiaries of these ToS, and that

upon your acceptance of these ToS, Apple will have the right (and will

be deemed to have accepted the right) to enforce these ToS against you

as the third party beneficiary hereof.

7. Intellectual Property; Copyright.

a. The contents of the Platform and any products or services provided or

sold by Marquee Equity, including the Platform’s look and feel, text,

graphics, logos, button icons, images, audio and video clips (if any) and

software, as well as the compilation of businesses, advisors, investors

and lenders listed on the Platform (“Content”), are the property of

Marquee Equity or its content suppliers, and are subject to the copyright

or other intellectual property rights of Marquee Equity and to the terms

of licenses held by Marquee Equity. Such intellectual property is

protected by federal and state law.

Use License. Subject to the ToS, we grant each user of the Platform a

worldwide, non-exclusive, non-sublicensable and non-transferable

license to use (i.e., to download and display locally) Content solely for

purposes of accessing and using the Platform. Any unauthorized use,

reproduction, modification, distribution, transmission, republication,

display or performance of the Content and software on this Platform, or

of any products or services sold by Marquee Equity, is strictly

prohibited. You may copy information from the Platform only as strictly

necessary for your own use of the Platform. Otherwise, no portion of the

Platform may be reproduced, duplicated, copied, sold, resold, licensed,

rented or otherwise exploited for any commercial purpose that is not

expressly permitted by Marquee Equity. The commercial use or public

dissemination of any information and data gathered from Marquee

Equity is strictly prohibited, unless specifically authorized in writing.

Any violation of the foregoing may subject you to compensatory and

punitive damages, and shall specifically also entitle Marquee Equity to

equitable relief, in addition to any other available remedies.

User Content. All Content added, created, uploaded, submitted,

distributed, or posted to the Platform by users (collectively, “User

Content”), whether publicly posted or privately transmitted, is the sole

responsibility of the person who originated such User Content. You

represent and warrant that all User Content provided by you is accurate,

complete, up-to-date, in compliance with all applicable laws, rules and

regulations and you have all rights to provide the User Content and

grant the licenses set forth in Section 7(d), to us without infringement or

violation of any third party rights, including without limitation, any

privacy rights, publicity rights, copyrights, trademarks, contract rights,

or any other intellectual property or proprietary rights.

License Grant. By submitting any User Content to us, you grant

Marquee Equity a perpetual, worldwide, royalty-free, irrevocable, non-

exclusive, sublicensable and transferable right to use, reproduce,

modify, adapt, aggregate, publish, create derivative works of, display,

perform, distribute and otherwise fully exploit such User Content, in any

form or medium known or later developed (including, without

limitation, third party websites and feeds), in furtherance of our (and our

successors’ and assigns’) businesses, the terms of the ToS and the

actions and transactions contemplated hereby, including after the

termination of your Account or the Platform. Notwithstanding the

foregoing, we shall only use your trademarks, service marks, logos or

company name as specified in your Membership Agreement or as

specified in Section 17 of these ToS. You also hereby do and shall grant

each user of the website and/or the Platform a non-exclusive, perpetual

license to access your User Content through the website and/or the

Platform, and to use, edit, modify, reproduce, distribute, prepare

derivative works of, display and perform such User Content, including

after the termination of your Account or the Platform. For clarity, the

foregoing license grants to us and our users does not affect your other

ownership or license rights in your User Content, including the right to

grant additional licenses to your User Content, unless otherwise agreed

in writing. You agree that you will abide by and maintain all and will

not and will not allow others to delete or alter, information, restrictions,

author attributes or copyright notices contained in any Content accessed

through the Platform. Nothing on the Platform or elsewhere should be

construed to grant any license or right to use, implied or otherwise, any

mark displayed on the Platform without the written permission of

Marquee Equity or the third party owner of the mark.

Availability of Content. We do not guarantee that any Content will be

made available on the Site or through the Services. Marquee

Equity reserves the right, in its sole discretion, to (i) remove, edit or

modify any Content, at any time, without notice to you and for any

reason (including, but not limited to, upon receipt of claims or

allegations from third parties or authorities that such Content infringes

or appears to infringe on intellectual property rights owned by others or

if we are concerned that you may have violated the ToS), for no reason

at all and (ii) to remove or block any Content from the Platform.

the Platform infringes your intellectual property, you should notify

Marquee Equity of the alleged infringement in accordance with the

following procedure: Send any notification of claimed copyright

infringement to [email protected] To be effective, the

notification must be in writing and include the following information:

physical or electronic signature of the owner or authorized agent of the

owner of the allegedly infringed work; identification of the allegedly

infringed work; identification of the material that is claimed to be

infringing and reasonably sufficient information for Marquee Equity to

locate the material; contact information of the notifying party, such as

address, telephone number and email; a statement that the notifying

party has a good faith belief that the use of the material in the manner

complained of is not authorized by the owner of the allegedly infringed

work, its agent or the law; and a statement, under penalty of perjury that

the information in the notification is accurate and the notifying party is

the owner or authorized agent of the allegedly infringed work.

8. Email Notification.

Marquee Equity uses email to communicate with users. You hereby authorize

and agree that Marquee Equity may communicate with you via email and you

consent to receiving and giving any notice required under the ToS or any other

agreement with Marquee Equity via email. Marquee Equity will use reasonable

efforts to honor any request you may have to opt out from receiving emails, but

under no circumstance will Marquee Equity have any liability for sending any

email to you or to any of its customers. Electronic notices should be sent to

[email protected]

9. Hyperlink Policy.

The Platform may contain links to third party websites and other websites may

contain links to the Platform. Any such link is provided only as a convenience.

The inclusion of any link does not imply an affiliation, sponsorship,

endorsement, approval, investigation, verification or monitoring by Marquee

Equity of any information contained in any third party website. In no event

shall Marquee Equity be responsible or liable for the information contained on

that third party website, your use of or inability to use such website and any

damage or loss caused or alleged to be caused by or in connection with the use

of or reliance on any such information, products or services available on or

through any such website. You should also be aware that the terms and

conditions of such website and the website’s privacy policy may be different

from those applicable to your use of the Marquee Equity Platform.

10. Third Party Content.

Certain portions of the Platform, including, without limitation, information on

certain private companies, may contain unedited or third party content. All

postings, messages, text, images, links to third-party websites or other

materials published or otherwise made available through this section (the

“Third Party Content”) are the sole responsibility of the person(s) who

originated such Third Party Content and Marquee Equity may not monitor,

does not control and does not investigate or validate such Third Party Content;

provided that Marquee Equity reserves the right at all times (but will not have

an obligation) to remove any Third Party Content. By using this Third Party

Content, you agree to not rely on the Third Party Content and understand that

you may be exposed to Third Party Content that is, without limitation,

inaccurate, inappropriate, misleading, unlawful, offensive or otherwise

objectionable, and that Marquee Equity makes no representations or warranties

regarding the Third Party Content and is not responsible or liable in any

manner for the Third Party Content or the conduct, whether online or offline, of

any user. The Third Party Content does not constitute legal or financial advice

and must not be used in the place of legal counsel or financial due diligence.

You should independently evaluate and verify all Third Party Content.

11. Payments and Billing. Certain services on the Platform may be subject to

payments now or in the future (the “Paid Services”) as specified in your

Membership Agreement.

a. Billing. We may use a third-party payment processor (the “Payment

Processor”) to bill you through a payment account linked to your

Account on the Platform (your “Billing Account”) for use of the Paid

Services. The processing of payments will be subject to any terms,

conditions and privacy policies of such a Payment Processor in addition

to the ToS. We are not responsible for error by a Payment Processor. By

choosing to use Paid Services, you agree to pay us, all charges at the

prices then in effect for any use of such Paid Services in accordance

with the applicable payment terms and you authorize us, to charge or

have the Payment Processor charge, your chosen payment provider

(your “Payment Method”). You agree to make payment using that

selected Payment Method. We reserve the right to correct any errors or

mistakes that it makes even if it has already requested or received

payment.

b. Payment Method. The terms of your payment will be based on your

Payment Method and may be determined by agreements between you

and the financial institution, credit card issuer or other provider of your

chosen Payment Method. If we, through a Payment Processor, do not

receive payment from you, you agree to pay all amounts due on your

Billing Account upon demand.

12. Termination.

We may terminate your access to all or any part of the Platform at any time as

described in the Membership Agreement. All provisions of the ToS which by

their nature should survive termination shall survive termination, including,

without limitation, licenses of User Content, ownership provisions, warranty

disclaimers, indemnity and limitations of liability.

13. No Warranty; Limitation of Liability.

a. Any material downloaded, accessed or otherwise obtained through the

Platform is obtained at your own discretion and risk, and you will be

solely responsible for any damage to your computer system or loss of

data that results therefrom. EXCEPT AS EXPRESSLY SET FORTH

HEREIN, MARQUEE EQUITY AND ALL OF ITS THIRD-PARTY

LICENSORS EXPRESSLY DISCLAIM ANY AND ALL

WARRANTIES AND REPRESENTATIONS, EXPRESS OR

IMPLIED, INCLUDING ANY (I) WARRANTIES OF TITLE, NON-

INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A

PARTICULAR PURPOSE OR USE AS TO THE PLATFORM,

INCLUDING THE CONTENT, INFORMATION, DATA,

SOFTWARE, OR PRODUCTS CONTAINED THEREIN, OR THE

RESULTS OBTAINED BY THEIR USE OR AS TO THE

PERFORMANCE THEREOF, (II) WARRANTIES OR CONDITIONS

ARISING THROUGH COURSE OF DEALING, COURSE OF

PERFORMANCE OR USAGE OF TRADE, AND (III) WARRANTIES

OR CONDITIONS OF UNINTERRUPTED OR ERROR-FREE

ACCESS TO OR USE OF THE PLATFORM. MARQUEE EQUITY

PROVIDES THE PLATFORM AND ALL COMPONENTS

THEREOF ARE PROVIDED ON AN “AS IS” BASIS AND YOUR

USE OF THE PLATFORM IS AT YOUR OWN RISK. MARQUEE

EQUITY MAKES NO GUARANTEES OR WARRANTIES OF ANY

KIND AS TO THE SECURITY, ADEQUACY, COMPLETENESS,

SUFFICIENCY, TIMELINESS OR ACCURACY OF ANY CONTENT

OR MATERIAL AVAILABLE IN OR THROUGH THE PLATFORM,

THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, OR

THAT ANY CONTENT OR SOFTWARE AVAILABLE AT OR

THROUGH THE PLATFORM IS FREE OF VIRUSES OR OTHER

HARMFUL COMPONENTS.

YOU HEREBY AGREE THAT ANY MONETARY CLAIMS OF

ANY KIND ASSESSED AGAINST MARQUEE EQUITY OR ITS

DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS

OR CONTENT PROVIDERS ARISING OUT OF OR RELATING TO

THE USE OF THE PLATFORM SHALL NOT EXCEED (IN

AGGREGATE) OF THE GREATER OF (I) THE TOTAL AMOUNT

YOU (OR ANY OTHER USER) PAID TO MARQUEE EQUITY FOR

THE PLATFORM DURING THE PREVIOUS TWELVE (12)

MONTHS OR (II)

$500. IN NO EVENT SHALL MARQUEE

EQUITY OR ITS DIRECTORS, EMPLOYEES, AGENTS,

PARTNERS, SUPPLIERS OR CONTENT PROVIDERS BE LIABLE

TO YOU, OR TO ANY THIRD PARTY, FOR ANY LOST PROFITS,

DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE

GOODS OR SERVICES, OR INCIDENTAL, CONSEQUENTIAL,

PUNITIVE, SPECIAL, COMPENSATORY OR INDIRECT

DAMAGES OF ANY KIND WHATSOEVER (HOWEVER

ARISING), EVEN IF ADVISED AS TO THE POSSIBILITY OF

SUCH DAMAGES, REGARDLESS OF WHETHER THE CLAIM

FOR SUCH DAMAGES IS BASED IN CONTRACT, TORT, STRICT

LIABILITY, NEGLIGENCE OR OTHERWISE. THIS LIMITATION

ON LIABILITY INCLUDES, BUT IS NOT LIMITED TO, THE

TRANSMISSION OF ANY VIRUSES WHICH MAY INFECT YOUR

EQUIPMENT, FAILURE OF MECHANICAL OR ELECTRONIC

EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR

OTHER INTERCONNECT PROBLEMS (E.G., YOU CANNOT

ACCESS YOUR INTERNET PROVIDER), UNAUTHORIZED

ACCESS, THEFT, OPERATOR ERRORS, STRIKES OR OTHER

LABOR PROBLEMS OR ANY FORCE MAJEURE. MARQUEE

EQUITY CANNOT AND DOES NOT GUARANTEE CONTINUOUS,

UNINTERRUPTED OR SECURE ACCESS TO THE PLATFORM.

14. Indemnity.

You agree to indemnify and hold harmless Marquee Equity, our affiliates and

each of our and their respective officers, directors, agents, and employees, from

and against any suit, action, claim, demand, penalty or loss, including

reasonable attorneys’ fees, made by or resulting from any third party due to or

arising out of your (or any third party using your Account or identity in the

Platform) use or misuse of the Platform, breach of the ToS or the materials it

incorporates by reference, or violation of any law, regulation, order or other

legal mandate or the rights of a third party. We reserve the right to assume the

exclusive defense and control of any matter otherwise subject to

indemnification by you, in which event you will assist and cooperate with us in

asserting any available defenses.

15. Choice of Law.

You will resolve any claim, cause of action or dispute (together a “claim”) you

have with Marquee Equity arising out of or relating to the Platform or the ToS

or your Membership Agreement exclusively in New York County, New York.

The laws of the State of New York will govern the ToS and your Membership

Agreement, as well as any claim that may arise between you and Marquee

Equity, without regard to conflict of law principles. In any dispute arising

under the ToS or your Membership Agreement, the prevailing party will be

entitled to reasonable attorneys’ fees and expenses.

16. Arbitration and Class Action Waiver

YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND US

(WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD

PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH US,

INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO

THE TOS, YOUR USE OF THE PLATFORM, AND/OR RIGHTS OF

PRIVACY AND/OR PUBLICITY, WILL BE RESOLVED BY

BINDING, INDIVIDUAL ARBITRATION IN NEW YORK, NEW

YORK UNDER THE STREAMLINED ARBITRATION RULES AND

PROCEDURES (“RULES”) OF JAMS THEN IN EFFECT, BY ONE

COMMERCIAL ARBITRATOR WITH SUBSTANTIAL

EXPERIENCE IN RESOLVING INTELLECTUAL PROPERTY AND

COMMERCIAL CONTRACT DISPUTES, WHO SHALL BE

SELECTED FROM THE APPROPRIATE LIST OF JAMS

ARBITRATORS IN ACCORDANCE WITH SUCH RULES, AND

YOU AND WE HEREBY EXPRESSLY WAIVE TRIAL BY JURY.

DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE

GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND

OTHER RIGHTS THAT YOU AND WE WOULD HAVE IN COURT

MAY NOT BE AVAILABLE IN ARBITRATION.

As an alternative, you may bring your claim in your local “small claims”

court, if permitted by that small claims court’s rules and if within such

court’s jurisdiction, unless such action is transferred, removed or

appealed to a different court. You may bring claims only on your own

behalf. Neither you nor we will participate in a class action or class-

wide arbitration for any claims covered by this agreement. YOU ARE

GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS

REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM

YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO

CLASS ARBITRATION OR ANY CONSOLIDATION OF

INDIVIDUAL ARBITRATIONS. You also agree not to participate in

claims brought in a private attorney general or representative capacity,

or consolidated claims involving another person’s Account, if we are a

party to the proceeding.

c. This section will be governed by the Federal Arbitration Act and not by

any state law concerning arbitration. Judgment on the award rendered by

the arbitrator may be entered in any court having competent jurisdiction.

Any provision of applicable law notwithstanding, the arbitrator will not

have authority to award damages, remedies or awards that conflict with

these Terms.

d. You agree that regardless of any statute or law to the contrary, any claim

or cause of action arising out of, related to or connected with the use of

Platform or the ToS must be filed within one (1) year after such claim of

action arose or be forever banned.

e. If the prohibition against class actions and other claims brought on

behalf of third parties contained above is found to be unenforceable,

then all of the preceding language in this section will be null and void.

This section will survive the termination of your relationship with us.

17. Marketing of Names.

When you announce closed transactions via your website or press release or

other broad disclosure methods, Marquee Equity may disseminate its own

release to its constituents indicating the use of the Platform in association with

said transaction. Marquee Equity may add your entity’s name to Marquee

Equity’s Member roster, which is professionally presented from time to time

on its website and in marketing materials.

18. Accredited Investor Certification.

In order to participate in the Platform as an investor or lender, you must be an

“Accredited Investor” within the meaning of Rule 501 of Regulation D (“Rule

501”) under the Securities Act of 1933, as amended (the “Act”) and you hereby

represent and warrant that you are an Accredited Investor within the meaning

of Rule 501, as presently in effect. The federal securities laws define

Accredited Investor in Rule 501 to include the following categories of investors

(among others):

• a bank, savings and loan association, insurance company, registered

investment company, registered broker or dealer, business development

company, or a licensed Small Business Investment Company (as such

terms are described in Rule 501);

• an employee benefit plan, within the meaning of the Employee

Retirement Income Security Act of 1974, if a bank, savings and loan

association, insurance company, or registered investment adviser makes

the investment decisions, or if the plan has total assets in excess of

$5 million or if such plan is a self-directed plan, with investment

decisions made solely by persons that are accredited investors;

• a charitable organization (within the meaning of section 501(c)(3) of the

Internal Revenue Code), corporation, or partnership, not formed for the

specific purpose of acquiring the securities offered, with total assets

exceeding $5 million;

• a director, executive officer, or general partner of the issuer of

the securities being offered or sold or any director, executive officer or

general partner of a general partner of that issuer;

• an entity in which all the equity owners are accredited investors;

• a natural person who has individual net worth, or joint net worth with

the person’s spouse, that exceeds $1 million at the time of such person’s

purchase of the securities, excluding the value of the primary residence

of such person;

• a natural person with individual income exceeding $200,000 in each of

the two most recent years or joint income with a spouse exceeding

$300,000 for each of those years and a reasonable expectation of

reaching the same income level in the current year; or

• a trust with total assets in excess of $5 million, not specifically formed

to acquire the securities offered, whose purchases are directed by a

sophisticated person (as such term is described in Rule 501)

19. Payment & Refund Policy

•

POLICY

i) This payment and refunds policy (the “Policy”) establishes the terms

and conditions governing:

b. the payments to be made to STAR TROOPER TECHNOLOGIES PRIVATE LIMITED / MARQUEE EQUITY

("STAR TROOPER / MARQUEE EQUITY"); and

c. refunds in the form of credits for future matches (if any) required

to be made to you, with respect to the Payment (as defined below)

made by you to STAR TROOPER / MARQUEE EQUITY, for the services provided by STAR TROOPER / MARQUEE EQUITY.

may, from time to time, revise and amend this Policy.

•

PRICING

i) All prices are denominated in USD (United States Dollars) and are

correct at the time of online publication. Prices are subject to change

by STAR TROOPER / MARQUEE EQUITY from time to time.

ii) While STAR TROOPER / MARQUEE EQUITY strives to provide accurate services and pricing

information, typographical and other errors may occur. In the event

that a service is listed at an incorrect price or with incorrect

information due to an error in pricing or service information, STAR TROOPER / MARQUEE EQUITY

will have the right to modify the price of the relevant service and

contact you for further instructions via e-mail address provided by

you at the time of registration, or cancel the service and notify you of

such cancellation.

•

PAYMENT GATEWAY

i) All payments for STAR TROOPER / MARQUEE EQUITY’s online services will be made through an

electronic and automated collection and remittance service (the

“Payment Gateway”) hosted on the site through payment gateway

service providers (the “ “Service Providers”).

ii) The Payment Gateway service is provided to you in order to facilitate

your purchase of STAR TROOPER / MARQUEE EQUITY’s online services. STAR TROOPER / MARQUEE EQUITY makes no

representation of any kind, express or implied, as to the operation of

the Payment Gateway. You expressly agree that your use of the

Payment Gateway is entirely at your own risk.

iii) STAR TROOPER / MARQUEE EQUITY does not collect and store any payment and other details

provided by you for transacting through the Payment Gateway.

•

TRANSACTION PROCESS AND REFUND POLICY

i) The procedure adopted for payments to STAR TROOPER / MARQUEE EQUITY is as follows:

a. You will have to make a payment of the prescribed service fee in

order to confirm your ‘interest’ for a deal / investment mandate

provided by STAR TROOPER / MARQUEE EQUITY. Upon the successful payment of the fee

(“Payment”), a receipt containing the details of the Payment will

be generated;

b. There won’t be any refunds once the credits have been consumed.

If they haven’t been fully consumed, they will stay in the

Marquee account until they are fully consumed.

•

LIMITATION OF LIABILITY

i) In no event shall STAR TROOPER / MARQUEE EQUITY, its subsidiaries, holding companies, group

companies and its affiliates be liable for any direct, indirect,

incidental, special, consequential or exemplary damages, including

but not limited to, damages for loss of profits, goodwill, data or other

intangible losses arising out of or in connection with the access to, use

of, or reliance on the Payment Gateway services.

ii) STAR TROOPER / MARQUEE EQUITY assumes no liability whatsoever for any monetary or other

damage suffered by you on account of:

a. the delay, failure, interruption, or corruption of any data or other

information transmitted in connection with use of the Payment

Gateway; or

b. any interruption or errors in the operation of the Payment

Gateway.

iii) You agree, understand and confirm that personal data including

without limitation details relating to debit card/credit card transmitted

over the internet is susceptible to misuse, theft and/or fraud and that

STAR TROOPER / MARQUEE EQUITY has no control over such matters. STAR TROOPER / MARQUEE EQUITY

does not represent or guarantee that the use of the Payment Gateway will

not result in theft and/or unauthorized use of data over the internet.

iv) If a client wishes to make use of LinkedIn as a platform for outreaches, the client is

acknowledging the associated requirements and risks. The use of LinkedIn requires

the client to participate in the setup process by providing the team with OTP (One

Time Password) / access codes to facilitate login. This needs to be done on a real time basis

as the validity of this code is 4 minutes. Another way to facilitate logins is by use of

he client provided alias email address. This alias email address can be used as a secondary

email on the account. If the client wishes to go forward with this option, the client is in

in principal, agreeing to bear the associated risk. Due to quarterly changes in LinkedIn

accounts where an alias email address has been used can be flagged, restricting the

account for 4-6 days. In the case of such an event, you will have to furnish an identification

proof and answer some security questions for LinkedIn. Since LinkedIn is a third party

product we use, Marquee Equity has no way of detecting when these changes will be made

by LinkedIn on the backend and hence, we cannot take any preventive measures for the

client. Marquee Equity is in no way responsible for such account restrictions.

In order to maintain the security of your LinkedIn account, Marquee Equity will only

authorise one-person login, your account manager’s.

BANKING DETAILS

i) The records of STAR TROOPER / MARQUEE EQUITY and/or the Payment Service Provider, generated

by the transactions arising out of the use of STAR TROOPER / MARQUEE EQUITY service, including

the time the transaction is recorded, shall be conclusive proof of the

genuineness and accuracy of the transaction.

ii) The details provided by you for use of the Payment Gateway will be

correct and accurate and you shall not use a debit/credit card/ net

banking which is not lawfully owned by you. You further agree and

undertake to provide correct and valid debit/credit card / net banking

details.

iii) In default of the above conditions, STAR TROOPER / MARQUEE EQUITY shall be entitled to recover

the amount of the transaction from you. Further, STAR TROOPER / MARQUEE EQUITY also reserves

the right to initiate any legal action for recovery of cost / penalty or

any other measures, as it may deem fit.

•

GOVERNING LAW AND JURISDICTION

i) This Policy shall be governed by the laws of India, without giving

effect to the principles of conflict of law provisions thereof. Further,

the courts at New Delhi shall have exclusive jurisdiction for all

matters related to, arising out of or in connection with this Policy.

20. Miscellaneous.

The ToS together with your Membership Agreement sets forth the entire

understanding and agreement between the parties with respect to the subject

matter herein (excluding the terms and conditions of any client agreement you

may have entered into separately with Marquee Equity). We shall not be liable

for any failure to perform our obligations hereunder where such failure results

from any cause beyond our reasonable control, including, without limitation,

mechanical, electronic or communications failure or degradation. You may not

assign the ToS or the Membership Agreement, or assign, transfer or sublicense

your rights, if any, in the Platform without our prior written consent, which will

not be unreasonably withheld or delayed. We may assign, transfer or delegate

any of our rights and obligations hereunder without consent. A failure to act

with respect to a breach by you or others does not waive Marquee Equity’s

right to act with respect to subsequent or similar breaches. In the event that any

provision or any portion of any provision of the ToS or your Membership

Agreement shall be held to be void or unenforceable, the remaining provisions

of the ToS and your Membership Agreement (and the balance of any

provisions held void or unenforceable in part only) shall continue in full force

and effect. If you do not agree with any part of these terms and conditions, or

you have a dispute or claim against Marquee Equity or its supplier or affiliates

with respect to the ToS or your Membership Agreement you should

immediately refrain from using the Platform. No agency, partnership, joint

venture, or employment relationship is created as a result of the ToS or your

Membership Agreement and neither party has any authority of any kind to bind

the other in any respect.

Contact. You may contact us at the following address:

STAR TROOPER TECHNOLOGIES PRIVATE LIMITED / MARQUEE EQUITY

E43/1

Okhla Industrial Estate

Phase II

New Delhi

100020

Effective Date of ToS: January 20, 2017