Terms of Service
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
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 founders@marquee-equity.com. 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
founders@marquee-equity.com.
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