Disclaimer

This platform (the “Platform”), developed, operated and managed by NSDL (“we”, “our”, and “us”), has been developed for the purpose of facilitating the issue of permitted securities by issuers to investors by way of private placement. By registering for and using the Platform, you agree to be bound by our Disclaimer, Privacy Policy, agreement, Platform Rules, and other terms & conditions (collectively referred to as “NSDL Terms”) governing the use of the Platform and the website (the “Site”) hosting the Platform. Use of the Platform, or any information, functionality, tools or feature of the Platform constitutes an acceptance of the NSDL Terms. We reserve the right to change or update the information on this Site, including this Disclaimer, at any time by posting revisions on this Site. If we make revisions to this Disclaimer, we will notify you here, by email or by means of a notice on the Site reasonably prior to the revisions becoming effective. To the extent that any provision of this Disclaimer is deemed to conflict with the other NSDL Terms, this Disclaimer shall have precedence. Your use of the Platform constitutes explicit agreement that such use is qualified by your understanding and acceptance of the Disclaimers and the NSDL Terms.

All permitted securities offered for subscription through the Platform shall be by way of private placements (“Private Placements”) as contemplated in Section 23 read with Section 42 and other applicable provisions of the Companies Act, 2013 (the “Act”) that are meant to be issued only to qualified and eligible investors through issues that are exempt from the requirements in connection with a public issue under the Act, the Securities and Exchange Board Of India (Issue and Listing Of Debt Securities) Regulations, 2008, the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Redeemable Preference Shares) Regulations, 2013, Securities and Exchange Board of India (Issue and Listing of Debt Securities by Municipalities) Regulations, 2015, the Securities and Exchange Board of India (Public Offer and Listing of Securitized Debt Instruments and Security Receipts) Regulations, 2008, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, the applicable guidelines, rules, regulations, circulars and notifications issued by the Reserve Bank of India (“RBI”) or any other authority and any other applicable, in each case as may be amended or in force from time to time.

NSDL is merely a facilitator to such Private Placement issues, and its services are limited to the provision of the Platform for such purpose. The services offered on the Platform do not constitute an offer to sell, a solicitation of an offer to purchase or a recommendation of any interest in any fund, security, business venture or investment opportunity described herein, and no information presented on the Site shall be construed to fall within the meaning of a “public offer” as contemplated under Section 23 read with Section 42 of the Act and other applicable laws.

Any such offer or solicitation shall be made only pursuant to the sharing of the final confidential offer documents of any issuer described on the Site, which may contain inter-alia the information about the fund's or corporate’s investment or business objectives, terms and conditions of the investment, and may also describe certain risks and tax information related to an investment therein and which qualifies in its entirety the information set forth herein. We do not make any recommendations regarding the appropriateness of particular opportunities for any investor. Investors must conduct their own investigation of the merits and risks of each opportunity.

NSDL does not provide or offer any business advice, investment advice, tax advice or legal advice to anyone using the Site, the Platform, or the services as defined in the NSDL Terms, and no information provided on the Platform, or on this Site shall be construed or interpreted as such advice. Under no circumstances any person should make investment decisions based solely on the information provided by an issuer on the Platform.

Investors are advised to read the investment documents carefully, and obtain independent investment, legal, and tax advice from their advisers before deciding to invest. Offerings on this Site are only suitable for prospective investors who are familiar with, fully comprehend and are willing to accept high risk, and have carefully read all relevant offer documents and the applicable private placement offer letter submitted by an issuer. It should not in any way be deemed or construed by any participant on the Platform that the offer documents or related memoranda have been cleared or approved or endorsed by NSDL; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of such documents.

NSDL makes no representations or warranties, express or implied, in regard to the contents of and materials and information provided on this Site and exclude all representations, conditions, and warranties, express or implied arising by operation of law or otherwise as to the quality, correctness, veracity, accuracy, efficacy, completeness, performance, or fitness of the contents of and materials and information provided on the Site for any particular purpose, including without limitation any comments, feedback and advertisements contained on the website. The Platform contains material submitted by third parties on an “as is” and “as available” basis, and such material will not have been independently verified, validated, or scrutinized. These third parties are solely responsible for ensuring that the materials submitted comply with all legal, regulatory and statutory requirements. The Platform is not responsible for any errors, omissions or representations made by or on behalf of the issuer(s). NSDL shall not be liable in contract, tort (including negligence) or otherwise for any direct, indirect, special, incidental, punitive or consequential losses or damages, or loss of profits, revenue, goodwill or anticipated savings or for any financial loss whatsoever, regardless of whether any such loss or damage would arise in the ordinary course of events or otherwise, or is reasonably foreseeable or is otherwise in the contemplation of the parties in connection with this Site or its use.

The permission given by NSDL to the issuers, registrar & transfer agents, arrangers and eligible i participants on the Platform to use its network and software systems should not in any way be interpreted, deemed or construed to mean or imply that the compliance with various statutory, legal, regulatory and other requirements by the parties to any issue are cleared or approved by NSDL; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the compliance with the statutory and other requirements nor does it take any responsibility for the financial or other soundness of the issuer, its promoters, its management or any scheme or project of such issuer or the registrar & transfer agents, arrangers or eligible participants.

NSDL does not make any representation or provide any warranty that any issue on the Platform will be subscribed, or result in a transaction, or would result in an allotment of securities to the participants in an issue, definitive or otherwise. NSDL will not be involved in the process of allotment of securities that are offered on the Platform by the issuers, and does not solicit or recommend or guarantee any subscription, transaction or related negotiation, potential or otherwise, in connection with any issue on the Platform.

NSDL shall make the Platform available for prior testing to all concerned issuers, registrar and transfer agents, arrangers and eligible participants upon registration, and in case any material changes have been carried out to the software or the functionality of the Platform, upon the implementation of such changes, to enable such issuers, registrar and transfer agents, arrangers and eligible participants to satisfy themselves of the utility and functionality of the Platform for the intended purpose. Use of the Platform by issuers, registrar & transfer agents, arrangers and eligible participants subsequent to being offered such opportunity to test the Platform constitutes acceptance by them of the utility and functionality of such Platform for all intended purposes, and such use shall constitute a waiver by such issuers, registrar and transfer agents, arrangers and eligible participants of their right to hold NSDL responsible for any loss, damage, or other costs, including without limitation any incidental special or consequential damages or loss of profit arising out of any use of the Platform.

Notwithstanding anything contained herein or otherwise to the contrary, neither NSDL nor its directors, officers, agents, employees or affiliates shall be liable for any failure of its systems, or for any loss, damage, or other costs arising in any way, out of telecom network or system failures including failure of ancillary or associated systems, or fluctuation of power or other environmental conditions; or any accident, neglect, misuse, error, fraud by any issuer, registrar & transfer agent, arranger, eligible participants or its authorized persons or the agents or any third party; or any fault in any attachments or associated equipment (either supplied by NSDL or approved by it); or arising out of any Act of God, fire, flood, war, act of violence, or any other occurrence outside NSDL’s control; or any incidental special or consequential damages including without limitation any loss of profit. NSDL does not warrant that the use of the Platform shall be uninterrupted or error free, or that all deficiencies or errors are capable of being corrected.

The Platform offers standard forms of agreement/undertaking that may be physically, digitally or electronically signed by the issuer and participant as part of the electronic book mechanism. The forms of agreement are made available on an 'as-is' basis and can be used or not used with or without modifications. NSDL is not acting as legal counsel to any party and use of any form of agreement, whether made available on the Platform or otherwise, does not constitute the provision of legal advice by the Platform to any person. Users of the Platform are solely responsible for their use of the Platform’s forms of agreement, and their use of such forms shall constitute their explicit agreement to be bound by this Disclaimer before participating in any issue on the Platform. NSDL shall not be liable for any claim arising out of or in connection with the use of the Platform’s forms of agreement. The Platform strongly recommends that issuers, registrar & transfer agents, arrangers and eligible participants consult their legal or financial advisors prior to entering into any agreement.

The use of the Platform, related services, the Site, and the contents of this Disclaimer, are governed by and shall be interpreted in accordance with Indian law. Any dispute or difference between NSDL and any user of the Platform in relation to this Disclaimer shall be subject to exclusive jurisdiction of competent courts at Mumbai, India. We do not represent or warrant that the Site, or the Platform, or any functionality or feature thereof, is appropriate or available for use in any particular jurisdiction other than India. Those who choose to use the Platform may do so on their own initiative and at their own risk, and are responsible for complying with all applicable laws, rules, regulations, and other statutory or regulatory requirements.