This document is an electronic record in terms of the Information Technology Act, 2000 and the rules framed there under. This electronic record is generated by a computer system and does not require any physical or digital signatures.
We provide a platform through which the new and growing businesses and registered users can interact with each other for the purpose of evaluating a potential business relationship.
We enable users of the platform to register either as a startup (defined below) or as an Investor (defined below). Registered users are hereinafter referred to as “Members”. Through the tools and services provided on such platform.
We facilitate the validation of the business ideas provided by the startups as well as effective and secure communication between such Startups and other users including investors.
We may also provide certain offline services including but not limited to conducting seminars, workshops and providing an opportunity to the users of the platform to interact with other users of the platform offline.
i. Sign-up: If you are a business looking for advice, mentors, prospective employees, collateral services for deal preparation, back end advisory services, fund raising and investment banking services, or to connect with the investor community, you have to register as a ‘Startup’ (Startup). Depending on your requirements/features you wish to access, you shall provide basic or detailed profile data. We may provide you with features where your profile can be viewed only by admin and prospective investors. We strive to restrict visibility of these aspects only to those users that have represented they fit within the categories you have identified. We cannot, however, guarantee that users who access this restricted information will not distribute that information to other persons.
ii. Features: Instarto provides you with various features such as ‘Investor Connect’, ‘Instarto Featured Deals’, ‘Stealth Mode’ and others on the platform. Each of these features enable different forms of interactions with other users of the platform. You may be required to accept special terms and conditions, execute additional documentation or pay additional fees to access some of these features. For instance, you will have to enter into an arrangement with us to included in the ‘Featured Deals’ feature. When you opt for certain features, based on your authorization, We may be required to reach out to Investors relevant to you using the built-in recommendation engine algorithms or based on our non-automated database.
iii. Stealth Deals: We provide ‘Stealth Deal’ modes, a feature wherein the startup has the right to choose which Investors can access its profile and visibility of your detailed profile shall be restricted only to such Investors.
iv. Fundraise: You acknowledge that you are not a publicly listed company and your securities are not registered, or required to be registered, on any stock exchange in any jurisdiction. In the event you and any other member of the platform choose to engage in a business relationship, whether or not a proposed investment into the startup, the terms and conditions of such relationship shall be agreed between the parties to such relationship and Instarto shall not be responsible for the same. Any transaction in securities that you may offer or conclude with any other member of the platform shall be offered, issued, allotted or transferred in strict compliance of all applicable laws including but not limited to private placement rules under applicable securities laws. Our platform has an internal mechanism to restrict the number of Investors that view the detailed profile to 100 by default thereby making it compliant with the applicable laws. However, it shall be your responsibility as a Startup to comply with the provisions of applicable laws including the Companies Act, 2013 and the private placement rules thereunder. You further agree to the following clause by agreeing to this document:
a. That in case a startup is not able to raise funds through our platform Instarto, then Instarto or any of its directors, officers, or members, shall not be liable to indemnify you or your entity/ startup/associate/ any other member directly or indirectly related to the aforementioned fundraise, for any loss/ damage/ time or effort involved/ claim of any other nature by whatever name called.
b. That we shall be entitled to the fee, as mentioned in a written agreement that shall be shared with you on email from [email protected] , on receiving initial interest from the prospective investor. Further, the success fee as receivable on successful fund raise shall be as specifically mentioned in the written agreement shared and accepted by you on email, but shall in any event be, not less than 2% of the transaction value of fund raised for you/ your organization/ startup registered with us on Instarto, and shall be payable as per terms and conditions shared with you in written agreement. The total fees shall wherever not specified, be payable by you and your entity, in not more than 7 days from the date of receipt/ sanction of proposed fund raise (of any amount whatsoever).
c. Please note that any revert received from your email id registered with us, in form of acceptance, note, mail or any other information shall be construed to be a valid lawful communication.
v. Verification: Instarto may, in connection with making available certain features of the platform to you, require certain information or documents to verify details provided by you including but not limited to identity, constitutional information or authorization. In case you do not provide such information, you may be unable to access certain features of the platform.
vi. Investor Reporting: In the event you were part of the ‘Instarto Featured Deals’ feature and your interactions with Investors on the platform results in successful completion of a Fundraise, you shall make sure that such reporting including such information, documents, business metrics and financial metrics as Instarto may require, shall be shared through the platform for reporting to investors who have concluded an investment in the startup.
i. Sign-up: In case you are a sophisticated investor interested in exploring opportunities to engage with early-stage companies and venture capital undertakings in the capacity of an advisor, mentor or investor, you have to register on the platform as an ‘Investor’ (Investor). Once you register by providing your profile details, Instarto may contact you before approving your investor account on the platform. You shall be eligible to use the features of the platform available to an Investor only after your registration has been approved by Instarto for the same. Depending on the information you provide such as interests and prior investments.
ii. Eligibility: By applying for an investor account on the platform, you confirm that you are a sophisticated investor with personal or professional experience assessing the short term and long term business prospects of early stage companies and venture capital undertakings and understand the risk of investing in such businesses, including the high likelihood of loss and long period of illiquidity. You acknowledge that you are capable of evaluating the merits and risks of such investments, are able to incur a complete loss of such investment without impairing your financial condition and are able to bear the economic risk of such investment for an indefinite period of time.
iii. Features: We provide several tools and services for you to explore and evaluate Startups including access to a startup’s investor deck, founder video, traction, financials and messaging the founders depending on the privacy settings chosen by each startup. We also display and classify startups under several categories such as ‘Featured’, ‘Trending’ and ‘Recommended’. This classification is made by our software algorithms and offline analysts team based on your prior investments, sector interests, other information provided by you and interactions of other members of the platform with such Startup. We may not display all startups that meet your criteria or all startups We display may not satisfy your criteria, but these classifications are made on a best efforts basis. We also provide features to follow a startup’s profile and/or progress through different tools on the platform. Some of these features are available based on whether you have previously invested or committed to invest in a particular Startup.
iv. Associates: ‘Associates’ are smaller social groups of Investors on the platform created by a marquee or lead member whose deal flow is shared with other members in the associate. Joining a syndicate allows an investor to follow investment commitments being made by the associate and co-invest in such deals based on the lead investor’s discretion.
vi. Investment Vehicles: A startup may, in consultation with the lead investor or other representatives, require or provide an option for you to invest through certain investment vehicles such as alternative investment funds and special purpose vehicles. The terms and conditions of your investment through such vehicle shall be governed by a separate agreement executed with you by such vehicle and/or the startup.
vii. Investment Vehicles: As an investor, you may also be allowed to create a profile on behalf of an entity such as investment funds, incubators, accelerators, portfolio manager, investment banks or family offices (Enterprise).You represent that you are duly authorized to create such profile and represent the enterprise on the platform and that your actions on the platform shall be binding on the enterprise.
viii. Risks: You acknowledge that an investment in a single startup or multiple startups on the platform involves a high degree of risk, regardless of whether such investment is direct or through an investment vehicle. There can be no assurance that
a. A startup will achieve its business plan, stated objectives or targeted valuation.
b. The investment vehicle’s objectives will be achieved. in investing;
c. A lead investor has experience
d. An Investor will receive a return of any part of its investment. In addition, there may be occasions when the investment advisor to an investment vehicle Manager, a lead Investor, and/or their respective affiliates may encounter potential conflicts of interest in connection with an investment vehicle or startup, such that said party may avoid a loss, or even realize a gain, when other investors in the investment vehicle/startup are suffering losses.
The following considerations, among others, should be carefully evaluated before making an investment in a Startup, whether directly or through an investment vehicle. A Startup is likely to operate in market is highly competitive and the percentage of companies that survive and prosper is small. Early stage businesses often experience unexpected problems in the areas of product development, manufacturing, marketing, financing, and general management, among others, which frequently cannot be solved. In addition, startups may require substantial amounts of financing, which may not be available through institutional private placements, the public markets or otherwise. Please refer to https://Instarto .com before using the platform.
i. : You shall not host, display, upload, modify, publish, transmit, update or share any information that:
ii. Belongs to another person and to which you do not have any right.
iii. Is grossly harmful, harassing, libelous, invasive of another’s privacy, hateful or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, otherwise unlawful in any manner whatsoever.
iv. Harms minors in any way.
v. Infringes any patent trademark, copyright or other proprietary rights.
vi. Violates any law for the time being in force
vii. Deceives or misleads the users about the origin of such messages or communicates any information which is grossly offensive or menacing in nature.
viii. Impersonates another person.
ix. Threatens the unity, integrity, defense, security or sovereignty of India, friendly relations with friendly states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation.
i. : Please use the chat features of the platform responsibly and in accordance with paragraph V.i above. You shall not use the platform to send unsolicited commercial messages ('spam') or unsolicited mass distribution of files. In order to enforce this provision, Instarto may establish additional policies regarding the use of chat features, including, but not limited to, maximum retention times of messages, maximum number of messages sent per day, or a maximum size of a message.
ii. You agree not to use or launch any automated system, including without limitation, “robots,” “spiders,” “offline readers,” etc., to collect or copy data from the platform. You further agree that you shall access the platform only via the website through a web browser or a mobile user interface. Notwithstanding the foregoing, Instarto grants the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials. Instarto reserves the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including account names, from the platform, nor to use the communication systems provided by the platform for any commercial solicitation purposes.
VII. Representations and Warranties of User
i. You hereby represent and warrant:
b. That you are at least 18 years old and competent to execute and perform into any agreement you enter into through our platform.
c. That you shall not use a false name or email address owned or controlled by another person with the intent to impersonate that person or for any other reason.
d. That you shall not use a user ID name that is subject to any rights of a person other than yourself without appropriate authorization.
f. That you shall be solely responsible for maintaining the confidentiality of your password.
g. That all the representations made by you to us including in accordance with these terms and conditions are true, correct and complete and that you will update your registration information with the company as needed so that it remains true, correct and complete.
h. That you will conduct yourself in a professional manner in all your interactions with any other user, Instarto, their respective directors, employees and officers and shall not defame, harass, intimidate, threaten, disparage, libel or otherwise make false statement concerning any of the aforesaid persons in the course of your interactions with them or third parties.
i. That your usage of the platform will not, in any manner, directly or indirectly, violate terms of any contractual arrangement binding on you. Further, you agree not to use the platform in a manner that results in an event where you may experience a conflict of interest such as with an entity in which
- You are currently holding shares;
-You are a director or a key employee
- You exercise significant influence.
j. That you shall cooperate in good faith with other users, fellow shareholders in the startup, Instarto and its personnel, and their respective employees and officers to give effect to and honour the terms of any contract entered into between you and such persons, whether or not executed through the platform.
VIII. Emails, Newsletters and Notifications
If you wish to subscribe to our newsletter(s) or receive notifications or e-mails from us, we will use your name and latest e-mail address provided by you in this regard. However, you may choose to stop receiving our newsletters by following the instructions to unsubscribe as included in these e-mails or you can contact us at info@Instarto .com.
IX. Intellectual Property
i. This platform is operated by and is the sole property of Instarto . Any and all material on this platform, including images, illustrations, audio and video clips, trade names, proprietary information and knowledge, technology, databases, or rights with respect thereto necessary for our business as is now being operated are protected by copyrights, trademarks, and other intellectual property rights that are owned by us or by other parties that have licensed such material to us, or such parties having ownership of content uploaded on the platform. You agree that any and all material displayed on the platform is solely for your personal use and you shall not, whether directly or indirectly, copy, reproduce, republish, post, upload, transmit or distribute such material in any manner and through any media including by way of e-mail or other electronic means and you shall not assist any other person in doing so. Modification of the said materials or use of the materials on any other platform or networked computer environment or use of the materials for any purpose other than personal use is a violation of the said copyrights, trademarks and other intellectual proprietary rights, and is expressly prohibited. Instarto grants to you a temporary, non-exclusive, revocable, non-transferable limited license to use the platform for your own use. All right, title, and interest in and to the platform (excluding content uploaded specifically by a user) is and will remain the exclusive property of Instarto and/or its licensors.
iii. From time to time, we test various aspects of our platform, including our website, user interfaces, service levels, plans, promotions, features, availability of content, delivery, and pricing, and we reserve the right to include you in or exclude you from these tests without notice.
v. Instarto shall have no obligation to monitor or enforce any intellectual property rights that may be associated with the content provided by you on the platform.
vi. If you are a copyright owner or an agent thereof and believe that any content on the platform infringes upon your rights, you may contact [email protected] and provide details requested in regards to such infringement.
X. Prohibited Uses
i. The Platform may be used only for lawful purposes. Instarto specifically prohibits any use of the platform for and you agree not to use the platform for any of the following purposes:
a. Modifying, publishing, storing, transmitting, distributing, displaying, performing, participating in the transfer or sale of, create derivative works on, or in any way exploiting, any of the copyrighted material contained on the platform, in whole or in part, without our prior written consent
b. Subleasing, leasing, selling, assigning, transferring, distributing, renting, permitting concurrent use of, or granting other rights in the content and any material and documentation provided on the platform by other users or Instarto to any third party.
d. defame, libel, disparage, threaten, harass or intimidate anyone or otherwise violate the personal, privacy, contractual, intellectual property or other rights of any person, including by the use of offensive comments related to race, national origin, gender, sexual preference or physical handicap
e. submit any content or material that falsely expresses or implies that such content or material is sponsored or endorsed by Instarto .
f. sell access to the platform or any part thereof other than through a mechanism expressly approved by Instarto .
ii. Instarto may also place additional fair use restrictions including restrictions on concurrent connections and time of usage.
i. We reserve the right at any time and from time to time, in our sole discretion, to modify the content on the platform or any part thereof, including the transmission of any related materials or documentation, with or without providing prior notice to you. We further reserve the right at any time and from time to time, at our sole discretion, to alter, modify or terminate any content or features contained on the platform without providing to you prior notice of such alteration, modification or termination. You agree that Instarto shall not be liable to you or to any third party claiming through you, for any modification of the content or features provided on the platform.
XII. System Limitations and Failures
i. We use internally developed systems for providing you access to and facilitating your use of the platform. These systems may encounter technical or other limitations, and computer and communications hardware systems might experience interruptions. Further, we continually enhance and improve these systems in order to accommodate the level of use of the platform. We may also add additional features and functionality to platform that might result in the need to develop or license additional technologies. Increased utilization of the platform or providing new features or functionality may cause unanticipated system disruptions, slower response times, degradation in levels of customer service, and delays in reporting accurate financial information. You agree that we shall not be liable to you or to any third party claiming through you, for any such failures contemplated herein.
XIII. Privacy and Confidentiality
iii. You agree that your obligations under this Paragraph XIII are necessary and reasonable in order to protect Our business and expressly agree that monetary damages would be inadequate to compensate for any breach of any covenant or agreement set forth herein. Accordingly, you agree and acknowledge that any such violation or threatened violation will cause irreparable harm and injury to Instarto and that, in addition to any other remedies that may be available, in law, equity or otherwise, Instarto shall be entitled to obtain injunctive relief against the threatened breach of the terms of this paragraph or the continuation of any such breach.
iv. The restrictions in this paragraph XIII shall not apply to disclosure of confidential information by either party if and to the extent the disclosure is:
a. required by the applicable law of any jurisdiction
b. required by any applicable securities exchange, supervisory or regulatory or governmental body to which the relevant party is subject or submits, wherever situated, whether or not the requirement for disclosure has the force of law
c. made to employees and representatives on a need to know basis, provided that such persons are required to treat such information as confidential through written agreement in terms which are no less strict than this paragraph
Provided that, restriction in this paragraph XIII shall not apply to disclosures of confidential information made by Instarto to its shareholders, directors, managers, advisors, potential investors and/or affiliates. Provided further that Instarto may disclose the confidential information to third party vendors and customers or pursuant to partnering arrangements without the restriction of this paragraph XIII provided that such persons are required to treat such information as confidential through written agreement in terms which are no less strict than this Paragraph
XIV. Additional / Special Terms and Conditions
XV. Links to / from other Platforms and Third Party Tools
i. The platform may contain link/s to various other websites. These links are provided solely for your convenience and benefit. Wherever such link/s lead to websites which are not owned by or belong to Instarto , We shall not be responsible for the content, products and services provided on such linked sites. We do not warrant or make any representations regarding the correctness or accuracy of the content on such websites. If you decide to access such linked websites, you do so at your own risk. We do not in any way endorse the linked websites.
ii. Similarly, this platform can be made accessible through a link created by other websites. Access to this platform through such link/s shall not mean or be deemed to mean that the objectives, aims, purposes, ideas, concepts of such other websites or their aim or purpose in establishing such link/s to this platform are necessarily the same or similar to the idea, concept, aim or purpose of our platform or that such links have been authorized by us. We are not responsible for any representation/s of such other websites while affording such link and no liability can arise upon Instarto consequent to such representation, its correctness or accuracy. In the event that any link/s afforded by any other website/s derogatory in nature to the objectives, aims, purposes, ideas and concepts of this platform, is utilized to visit this platform and such event is brought to the notice or is within the knowledge of Instarto , civil or criminal remedies as may be appropriate shall be invoked.
i. You are prohibited from violating or attempting to violate the security of the platform, including, without limitation:
a. accessing data not intended for ou or logging into an account which you are not authorized to accessy
b. attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization
c. interfere with service to any user, host, or network.
ii. You shall not misuse this platform by knowingly introducing viruses, trojans, worms, logic bombs or other materials that are malicious or technologically harmful (together "Viruses "). You must not attempt to gain unauthorized access to our platform, the server on which the platform is stored or any server, computer or database connected to this platform. You must not attack this platform via a denial-of-service attack. Further, you shall not interfere with or circumvent any security feature of the platform or any feature that restricts or enforces limitations on use of or access to the platform, such as probing or scanning the vulnerability of any system, network or breach.
iii. By breaching the provisions of this paragraph XVI, you may be liable to be prosecuted under the Information Technology Act, 2000 and any other applicable law. We will report any such breach to the relevant law enforcement authorities and we will co-operate with such authorities by disclosing your identity to them. In the event of such a breach, your rights to use this platform will cease immediately.
iv. We will not be liable for any loss or damage caused by a denial-of-service attack or viruses that may infect your computer equipment, computer programs, data or other proprietary material due to your use of this platform or to your downloading of any material posted on it, or on any platform linked to it.
v. You agree to immediately report to us all incidents involving suspected or actual unauthorized access, disclosure, alteration, loss, damage, or destruction of data.
vi. You shall not interfere with or disrupt (or attempt to interfere with or disrupt) access and enjoyment of the platform of other users or any host or network, including, without limitation, creating or transmitting unwanted electronic communications such as “spam” to other users, overloading, flooding or mail-bombing the platform, or scripting the creation of content in such a manner as to interfere with or create an undue burden on the platform.
vii. You are prohibited from reverse engineering, decompiling, reverse assembling, modifying or attempting to discover or copy any software, source code or structure that the platform utilize to generate web pages or any software or other products or processes accessible through the platform.
viii. All actions performed by any person using your account and password shall be deemed to have been committed by you and you shall be liable for the same. Instarto reserves the right to suspend/terminate your account at any time if it is found that you have been sharing the password with any unauthorized user.
ix. In order to reduce the risk of unauthorized access, all accounts maintained with us through the platform are locked after four (4) consecutive incorrect login attempts. In the event of such lockout, you can email the administrator at [email protected] and the account shall be unlocked upon receipt of your email. You can also request for a password reset on our website through the ‘forgot password’ option on our platform.
i. All electronic communications and content presented and/or passed to us, including that presented and/or passed from remote access connections, may be monitored, examined, saved, read, transcribed, stored, or retransmitted in the course of daily operations by any duly authorized employee or agent of Instarto in the exercise of their duties, or by law enforcement authorities who may be assisting Instarto in investigating possible contravention / non-compliance with applicable law. Electronic communications and content may be examined by automated means. Further, Instarto has the right to reject, at its sole discretion, from the platform any electronic communications or content deemed not to be in compliance with the corporate policies and procedures of Instarto .
ii. You acknowledge and agree that, upon termination, you shall immediately destroy any copies made of any portion of the content contained on the platform. You acknowledge and agree that Instarto shall not be liable to you or any third party claiming through you, for any suspension or termination of access to platform.
XIX. Disclaimer of Warranties and Limitation of Liability
i. Instarto does not endorse or act on behalf of any third party. In the event you engage the services of / interact with any third party, through the platform, Instarto will not be liable to You for any act or omission by such third party in relation thereto.
ii. We hereby expressly disclaim all warranties and representations of any kind with respect to any and all content and features available on the platform, including but not limited to
a. warranties as to merchantability or use for a particular purpose whether or not Instarto knows or has reason to know or has been advised of any such purpose. OR
b. warranties as to any results to be obtained from any use of the Instarto content or information derived from use of the platform.
Iii. Instarto shall have no liability for any losses, direct or indirect, in contract, tort, or otherwise, incurred in connection with the Instarto content on the platform, including but not limited to loss of revenue or profit or any other commercial or economic loss or for any decision made or action taken by any third party in reliance upon the Instarto content.
iv. Any content or services provided through the platform shall not be construed as investment advice by Instarto or an opinion provided by Instarto regarding the appropriateness or suitability of any investment, or a recommendation or an offer or solicitation by Instarto or the new and growing businesses for the purchase or sale of any security or securities in general, nor otherwise an endorsement, inducement, or solicitation of any type.
v. You acknowledge and agree that by the mere fact of registering on our platform, you do not acquire any right to subscribe to the shares of any of the said businesses. Such right to subscribe to the shares of any of the said businesses shall be conferred upon you only in the event that such business or entity extends an express invitation or offer to you to subscribe to the shares of such business or entity.
vi. The platform, all the materials and services, included on or otherwise made available to you through this platform is provided by Instarto on an "as is" and "as available" basis without any representation or warranties, express or implied except otherwise specified in writing. Without prejudice to the forgoing paragraph, Instarto does not warrant that:
vii. Instarto is not a stock exchange recognised by the Securities Exchange Board of India (SEBI ) under the Securities Contract (Regulation) Act, 1956. The securities offered by any Startup registered on the platform are not traded on any stock exchange recognised by SEBI. Instarto does not allow any secondary market trading of securities on the platform.
i. You agree to indemnify and hold Instarto harmless from:
ii. any acts or deeds, including for any non-compliance or violation, of any applicable law, rules, regulations on your part
iii. for fraud committed by you
iv. or your infringement of any intellectual property or other right of any person or entity.
v. or as a result of any threatening, libelous, obscene, harassing or offensive material posted / transmitted by you on the platform.
XXI. Foreign Jurisdictions
i. Instarto makes no representation that the content contained on the platform is appropriate or to be used or accessed outside of the Republic of India. You are expressly notified that, many states and foreign countries all have their own regulations that must be observed in relation to your use or access of the platform. You must make your own assessment regarding, and are responsible for compliance with, regulatory requirements as may be applicable to your use and access of the platform in such jurisdictions.
XXII.Governing Law and Dispute Resolution
iii. The arbitration shall be conducted by a sole arbitrator jointly appointed by Instarto and you. If parties fail to appoint an arbitrator within 30 days after service of the notice of arbitration, such arbitrator shall be appointed in accordance with provisions of the Arbitration and Conciliation Act, 1996. The venue of arbitration shall be Jaipur, Rajasthan, India.
iv. The language of the arbitration proceedings and of all written decisions and correspondence relating to the arbitration shall be English.
v. You agree and acknowledge that the provisions of paragraph IX (Intellectual Property)and paragraph XIII (Privacy and Confidentiality) are of importance to Instarto and monetary compensation may not constitute adequate relief and remedy to Instarto for non-performance by you of your obligations thereunder. Accordingly, Instarto shall be entitled to claim specific performance and seek mandatory and/or perpetual injunctions requiring you to perform your duties and obligations under such provisions.
XXIV. No Waiver
ii. Instarto shall be entitled to assign their rights and obligations hereunder to any affiliate, third party or as part of any restructuring, business combination, merger or acquisition.