This document is an electronic record in terms of the Information Technology Act, 2000 and the rules framed thereunder. This electronic record is generated by a computer system and does not require any physical or digital signatures.

This document is published in accordance with the provisions of Rule 3 (1) of the Information Technology (Intermediaries Guidelines) Rules, 2011 that require publishing the rules and regulations, privacy policy, and Terms of Use for access or usage of the www.trypoonji.in website.

Gringotts Technologies Pvt. Ltd. (hereinafter referred to as “We”, “Us”, “Trypoonji” or “Our” which expression shall mean and include its affiliates, successors and permitted assigns). Your (“You” or “Your”) use of the Platform (defined below) is subject to the notices, terms, and conditions set forth in these Terms of Use. The domain name “www.trypoonji.in” (hereinafter collectively referred to as the “Platform”) is owned by Gringotts. Your use of the Platform is governed by the following terms and conditions (“Terms of Use”) as applicable to the Platform, including the applicable policies which are incorporated herein by way of reference. You acknowledge and agree that You shall be subject to the policies that are applicable to the Platform and by mere use of the Platform, You shall be contracting with Trypoonji, and these terms and conditions, including the policies, constitute Your binding obligations, with Trypoonji.

By mere use of the Platform, You agree to be subject to the applicable rules, guidelines, policies, terms and conditions, and the same shall be deemed to be incorporated into these Terms of Use and be considered as part and parcel of these Terms of Use. We reserve the right, at Our sole discretion, to change, modify, add or remove portions of these Terms of Use, at any time without any prior written notice to You. It is Your responsibility to review these Terms of Use periodically for updates/changes. We will notify You of any material updates/changes from time to time. Your continued use of the Platform following the posting of changes will mean that You accept and agree to the revisions. As long as You comply with these Terms of Use, We grant You a personal, non-exclusive, non-transferable, limited privilege to enter and use the Platform.

ACCESSING, BROWSING OR OTHERWISE USING THE PLATFORM INDICATES YOUR ACCEPTANCE OF ALL THE TERMS AND CONDITIONS IN THESE TERMS OF USE. PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE PROCEEDING. YOU DECLARE YOUR WILLINGNESS TO ABIDE AND BE BOUND BY THESE TERMS OF USE THROUGH YOUR USE OF THE PLATFORM. IF YOU DO NOT AGREE WITH THE TERMS OF USE, PLEASE DO NOT USE THE PLATFORM. These Terms of Use will be effective immediately upon Your acceptance of Our terms and conditions, Your use of Our Platform being indicative of such acceptance. These Terms of Use shall be enforceable against You in the same manner as any other written agreement.

1. What we do

   We provide a platform through which 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 Brand (defined below) or as a Patron 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 Brands as well as effective and secure communication between such Brands and other users, including Patron 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.

2. Platform

   2.1 You can access the Platform without registering for an account. However, to use several features, You will need to register and create a profile with accurate and complete information. Your profile must be your own or of a person or entity You are entitled to represent, and You shall not use or provide any information that is offensive or that violates any third party’s rights.

2.2 Account deactivation: You can choose to deactivate Your account with Trypoonji maintained on the Platform by notifying [email protected]. Please note that any cancellation/deactivation of Your account shall be subject to the payment terms applicable to You.

3. Brand

   3.1 Sign-up: If You are a business looking for advice, mentors, prospective employees, or to connect with the Patron Investor community, You have to register as a ‘Brand’ (Brand). Depending on Your requirements/features You wish to access, You shall provide basic or detailed profile data. We may provide You with features where you can opt to restrict the visibility of specified parts of Your profile to the public or other Members of the Platform. We strive to restrict the 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.

3.2 Features: Trypoonji provides You with various features on the Platform. Each of these features enables 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. When You opt for certain features, based on Your authorization, We may be required to reach out to Patron Investors relevant to You using the built-in recommendation engine algorithms or based on our non-automated database.

3.3 Funding: 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 Brand, the terms and conditions of such relationship shall be agreed between the parties to such relationship, and Trypoonji 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 with 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 Patron Investors that view the detailed profile to 200 by default, thereby making it compliant with the applicable laws. However, it shall be Your responsibility as a Brand to comply with the provisions of applicable laws, including the Companies Act, 2013, and the private placement rules thereunder.

3.4 Verification: Trypoonji 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.

3.5 Patron Investor Reporting: In the event Your interactions with Patron Investors on the Platform result in the successful completion of a Fundraise, You shall make sure that such reporting, including such information, documents, business metrics, and financial metrics as Trypoonji may require, shall be shared through the Platform for reporting to Patron Investors who have concluded an investment in the Brand.

4. Patron Investor

   4.1 Sign-up: In case You are a sophisticated Patron Investor interested in exploring opportunities to engage with early-stage companies and in the capacity of a Patron Investor, You have to register on the Platform as a ‘Patron Investor’ (Patron Investor). Once You register by providing Your profile details, Trypoonji may contact You before approving Your Patron Investor account on the Platform. You shall be eligible to use the features of the Platform available to a Patron Investor only after Your registration has been approved by Trypoonji for the same. Depending on the information You provide, such as interests and prior investments, the Platform will display Members of the Platform with whom You may wish to connect.

4.2 Eligibility: By applying for a Patron Investor account on the Platform, You confirm that You are a sophisticated Patron 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 a long period of illiquidity. You further confirm that You have prior experience in investing in a start-up, emerging, and early-stage ventures; or have promoted or co-promoted more than one start-up; or are a senior management professional with at least 10 years of experience; and have net tangible assets of INR 2 crores excluding Your principal residence. 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.

4.3 Features: We provide several tools and services for You to explore and evaluate Brands. We also display and classify Brands 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 Brand. We may not display all Brands that meet Your criteria or all Brands We display may not satisfy Your criteria, but these classifications are made on a best efforts basis. We also provide features to follow a Brand’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 Brand.

4.4 Investment: Based on Your review of the information provided by a Brand, You may choose to evince interest in investing in a Brand and reserve Your right to participate in an offer inviting investment by the Brand (Commit). Although several of the features and services We provide to You are free, to make a Commit You must be subscribed to our SEBI registered funding vehicle and also pay a one-time transaction fee for each commit. The Brand may, at its sole discretion, accept Your Commit and make an offer inviting Your investment, and the terms and conditions of such investment shall be agreed between You and the Brand, and Trypoonji shall not be responsible for the same. You must obtain such professional advice as is appropriate to protect Your interests, including legal, tax, accounting, financial, due diligence, and other advice. Trypoonji may, at its sole discretion, deactivate or cancel Your account on the Platform in the event You do not invest in a Brand upon its issue of a duly executed offer letter after having made a Commit on the Platform, and such event may be treated as a breach of these Terms of Use. Provided however that, this may not be construed as a breach of these terms in case You have informed the Brand, with intimation to Trypoonji, of Your discomfort with any material finding within 7 (seven) days of being intimated of such finding and such issue has not been resolved to Your reasonable satisfaction.

4.5 Investment Vehicles: A Brand may 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 Brand.

4.6 Investment Vehicles: As a Patron Investor, You may also be allowed to create a profile on behalf of an entity such as investment funds, incubators, accelerators, portfolio managers, 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.

4.7 Risks: You acknowledge that an investment in a single Brand or multiple Brands 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 Brand will achieve its business plan, stated objectives, or targeted valuation.
• The investment vehicle’s objectives will be achieved in investing;
• A Patron 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), and/or their respective affiliates may encounter potential conflicts of interest in connection with an investment vehicle or Brand, such that said party may avoid a loss or even realize a gain when other Patron Investors in the investment vehicle/Brand are suffering losses.

The following considerations, among others, should be carefully evaluated before making an investment in a Brand, whether directly or through an investment vehicle. A Brand is likely to operate in the market that 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, Brands may require substantial amounts of financing, which may not be available through institutional private placements, the public markets, or otherwise. Please refer to Clause https://trypoonji.com/risks before using the Platform.

Patron Investor

You shall not host, display, upload, modify, publish, transmit, update, or share any information that:

• Belongs to another person and to which You do not have any right.
• Is grossly harmful, harassing, libellous, invasive of another’s privacy, hateful or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, otherwise unlawful in any manner whatsoever.
• Harms minors in any way.
• Infringes any patent trademark, copyright, or other proprietary rights.
• Violates any law for the time being in force
• Deceives or misleads the users about the origin of such messages or communicates any information which is grossly offensive or menacing in nature.
• Impersonates another person.
• Threatens the unity, integrity, defence, 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.

You understand that any content You find on or through the Platform is the sole responsibility of the person who originated such content. You confirm that You are not relying on Trypoonji to and that You understand that We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy or reliability of any content or communications posted via the Platform or endorse any opinions expressed on the Platform. You understand that Your content may be republished and if You do not have the right to submit content for such use, it may subject You to liability, and that Trypoonji will not be responsible or liable for any use of Your content by Trypoonji in accordance with these Terms of Use.