Terms of
Service
The following
Terms of Service (collectively with our Privacy Policy, 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
Privacy Policy to
make important disclosures about how you can use Marquee
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.
b.
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:
o
you know is
false, misleading, untruthful or inaccurate;
o
is promotional
in nature, including solicitations for funds or
businesses,
without the prior written authorization of Marquee
Equity;
o
constitutes junk
mail, spam, chain letters, pyramid schemes or
the like;
o
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;
o
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);
o
infringes any
patent, trademark, trade secret, copyright, right of
publicity or
other proprietary rights of any party or violates any
law or
contractual duty;
o
impersonates any
person or entity, including any of our
employees or
representatives; or
o
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.
c.
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.
d.
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.
e.
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.
f.
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.
g.
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;
b.
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;
c.
You will only
use the Application in connection with an Apple device
that you own or
control;
d.
You acknowledge
and agree that Apple has no obligation whatsoever to
furnish any
maintenance and support services with respect to the
Application;
e.
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;
f.
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;
g.
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;
h.
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;
i.
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
j.
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.
b.
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.
c.
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.
d.
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.
e.
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.
f.
Copyright
Infringement. If you believe that any material contained in
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
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.
b.
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
a.
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.
b.
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