1. Acceptance of Terms & Conditions

Thank you for initiating the registration for using Impetus. These Terms & Conditions (T&C) of Service (the "Terms") are intended to make you aware of your legal rights and responsibilities with respect to your access to and use of the Impetus Platform at website https://impetus.mfinindia.org (the "Site" or "Impetus Platform"), owned exclusively by Microfinance Institutions Network (MFIN) and developed and operated jointly with M/s Mindstone Maven LLP (Mindstone) (jointly referred as 'Proprietors').

These Terms are effective for all existing and future users of website or app developed & operated by the Proprietors.

Please read these Terms carefully. By accessing or using the Impetus Platform, you are agreeing to these Terms and concluding a legally binding contract with Proprietors. You are ineligible to use the Services if you do not accept the Terms. Your use of the Impetus Platform is at your own risk. Using the Services shall be deemed as acceptance of T&C as enlisted in this document for use of Impetus platform.

2. Definition

Unless repugnant to the context, the words used in the T&C have the following meaning:

"User" means

In case of an individual, any person who has an account on the Platform; or

In case of any persons other than individuals,

1. An entity who holds an account on the Platform, and who may access the Platform through its representatives or authorised officials; or

2. An entity on whose behalf any authorised representative or person may hold an account on and access the Platform.

"Counterparty" means any person or entity with which the User may potentially enter into any arrangement/contract/agreement with, by availing the Services on the Platform.

"Force Majeure Event" includes any act, event, non-happening, omission or accident beyond the reasonable control of the Proprietors/Platform and includes, without limitation, the following events:

1. Strikes, lock-outs or other industrial action;

2. Riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;

3. Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;

4. Impossibility of the use of public or private telecommunications networks or internet services; and

5. The acts, decrees, legislation, regulations or restrictions of any government, as may be applicable.

"Transaction" means Expression of Interest by Users for debt or equity requirements/Investments through the platform

"MFIN" means Microfinance Institutions Network .

"Mindstone" means M/s Mindstone Maven LLP.

"Platform" means Impetus Platform jointly developed by MFIN and Mindstone and launched by MFIN for offering Services to the Users.

"Data" shall have the same meaning as described in Section 2(1)(o) of the Information Technology Act 2000.

"Information" shall have the same meaning as described in Section 2(1)(v) of the Information Technology Act 2000.

"Services" means the services and products offered by the Proprietors through the Platform, including but not limited to facilitating interaction between the Users and Counterparties.

3. Eligibility to use the service

1. MFIN Membership for registering as a User which is an NBFC-MFI by legal form

2. By agreeing to the T&C and by availing the Services, the User represents that it is lawfully able to enter into contracts (if an individual) or has the legal authority to enter into contracts on behalf of the body corporate/company/partnership/Trust/Society.

3. The User acknowledges that the Proprietors are merely providing a platform for hosting and sharing of data and information in order to facilitate the transactions between the User and the Counterparties and shall in no manner be liable or responsible for any such transactions or be construed as an agent of the User.

4. The User acknowledges and agrees that any use of the Platform and the availing of the Services is at the sole risk of the User.

5. The User acknowledges and agrees that it is solely responsible for its data uploaded to or transmitted through the Platform and the consequences of uploading or transmitting data.

4. Use of Platform and Services

The User certifies that data shared on the platform is not illegal and User has legal authority to share the data on the Platform. Proprietors are not liable to bear any consequences arising out of unlawfully shared data. If these type of cases are found, legal action can be taken by MFIN/Mindstone/any other party. MFIN/Mindstone can recover the claim amount or/and expenses incurred on legal proceedings if it is charged to them by third party.

1. In order to access the Platform and to obtain the benefit of the Services, the User will have to register and create an account by providing accurate and complete information. Proprietors are not responsible for verifying the accuracy of any such information.

2. Proprietors reserve the right to reject the request for creation of the account, at its sole discretion.

3. On the creation of the account, Proprietors grant to the User a non-exclusive, limited privilege to access & use the Platform and Services offered on the Platform, subject to compliance with the T&C. The account is non-transferable and its use is restricted to the User creating the account.

4. The User is solely responsible for its account and any activity on it. The User must keep the log-in credentials (log-in ID and password) secure at all times. The User shall not sell, transfer or sub-license the log-in credentials to any other person or entity. The User shall promptly, on becoming aware of any unauthorized use of its account, notify the Proprietors at impetus@mindstone.in. The User shall be solely responsible for any losses/damages caused by any unauthorized use of the account, if they fail to notify the Proprietors at given email id.

5. The availing of the Services and the use of Platform is only for purposes permitted by T&C.

6. A person or entity can have only one account on the Platform. In case of multiple accounts operated by a person or entity, the Proprietors have the right to delete duplicate accounts after giving notice to User to delete these accounts and keep only one account at the Platform.

5. General Undertakings of the User

1. The User is responsible for its Content. The User represent and warrant that the User is the sole author of, own, or otherwise controls all of the rights of the User’s content or has been granted explicit permission from the rights holder to submit its Content; The User’s content was not copied from or based in whole or in part on any other content/work/website; The User’s content was not submitted via the use of any automated process such as a script bot; use of the User’s content by Proprietors and it’s third party services will not violate or infringe of any rights of the User or any third party; User’s content is truthful and accurate; and User’s content does not violate the Guidelines and Policies of its own entity or Proprietors or any applicable laws.

2. The User assumes all risks associated with their content, including any User’s reliance on its quality, accuracy, or reliability, or any disclosure by User of information in the User’s content that makes the User personally identifiable. While the Proprietors reserve the right to remove Content, the Proprietors do not control actions or Content posted by Users and do not guarantee the accuracy, integrity or quality of any Content. The User acknowledges and agrees that Content posted by the User and any and all liability arising from such content is the sole responsibility of the User who posted the content, and not of Proprietors.

3. The User agrees to access any information, material, documents on Platform, provided by itself or any third party but accessible to the User, or avail any Service only through the authorised access provided by Proprietors.

4. The User shall not use or attempt to use any unauthorised means, including but not limited to, use of any deep link, program, automatic device, algorithm or methodology, or any similar processes, or hacking to access, utilise, copy or monitor any part/feature of the Platform or its content, or avail any Services or in any way reproduce or circumvent the structure or layout of the Platform, or obtain or attempt to obtain any information not openly available on the Platform.

5. The User undertakes not to attempt to gain any unauthorized access to the Platform, the server on which the Platform is hosted or any other database, server or computer connected to the Platform.

6. The User shall not misuse the Services or corrupt or try to corrupt the Platform by introducing any bugs, viruses, worms, malwares, spyware or any other similar program which is malicious or harmful for the Platform.

7. The User undertakes to ensure that any material/information/data uploaded by them on the Platform is strictly of nature and context as required by the Platform for the relevant Service and is not in violation of any applicable law.

8. The User understands that, for the purpose of providing the Services, the Proprietors require certain details of the User and the User expressly consents, permits and provides approvals including but not limited to approvals such as connecting to the Credit Bureau to access the User’s credit history and other related data and approval for running requisite checks with the Credit Bureau on the User, its promoters, directors, key managerial personnel (as defined under Companies Act, 2013), related parties, entities where promoters/directors of the User are interested parties/on the board of such entities and any other employees of the User as Proprietors may deem fit in its sole discretion.

9. The User further undertakes not to:

   1. impersonate any person or entity, or misrepresent its affiliation with a person or entity;

   2. publish, post, upload or distribute files that contain bugs, viruses, worms, malwares, spyware or any other similar program, or corrupted files that may disrupt the operation of the Platform or hosting server or Counterparty's computer;

   3. engage in any activity that disrupts access to the Platform or the Services;

   4. disrupt or interfere with the security of, or otherwise cause harm to, the Platform, accounts, passwords, servers or networks connected to or accessible through the Platform;

   5. cause any interference or attempt to interfere with the proper working or with any other person's use of the Platform;

   6. upload or distribute files that contain such material which is infringing the copyrights, trademarks, confidentiality, privacy or any other proprietary information protected by law, unless the User has the rights or the necessary consents thereto;

   7. use the Platform or Services for any purpose that is fraudulent, unlawful or prohibited by the T&C and by applicable law, or to solicit the performance of any illegal activity or other activity which infringes the rights of Proprietors or Counterparties;

   8. upload or distribute any material or information that is, or contains tags or keywords which are, illegal, inappropriate, profane, obscene, offensive, abusive, harassing, misleading, indecent, defamatory, disparaging, or menacing, or is otherwise injurious to MFIN or any Counterparty, or objectionable in any manner whatsoever;

   9. download any file posted by the Counterparty that the User should know, or reasonably should know, cannot be legally distributed in such manner;

   10. violate the T&C or any applicable laws or regulations for the time being in force;

   11. decompose, modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information or software obtained from the Platform.

6. Privacy Policy

The User represents that the User has read, understood and agreed to the Proprietors’ Privacy Policy. Please note that the Proprietors may disclose information about the User to third parties or government authorities if the Proprietors believe that such a disclosure is reasonably necessary to (i) take action regarding suspected illegal activities; (ii) enforce or apply Proprietors’ Terms and Privacy Policy; (iii) comply with legal process or other government inquiry, such as a search warrant, subpoena, statute, judicial proceeding, or other legal process/notice served on the Proprietors; or (iv) protect the Proprietors’ rights, reputation, and property, or that of Proprietors’ users, affiliates, or the general public.

7. Transfer of Rights

1. The T&C are binding on the User, its successors and permitted assigns. It may not transfer, assign, charge or otherwise dispose off any of its rights, benefits, liabilities or obligations, under the T&C without the prior written consent of MFIN.

2. However, MFIN may transfer, assign, sub-contract or otherwise dispose off any of its rights, benefits, liabilities or obligations under the T&C at any time or any involve or appoint any third party to satisfy its obligations, without any necessity to notify to the User.

8. Intellectual Property

1. MFIN is the sole and exclusive copyright owners of the Platform and its Contents. MFIN also exclusively own the copyrights, trademarks, service marks, logos, trade names, trade dress and other intellectual and proprietary rights (the "IP Rights") associated with this Platform and MFIN’s Contents, which may be protected by copyright, patent, trademark and other applicable intellectual property and proprietary rights and laws. The User acknowledges that the Services contain original works and have been developed, compiled, prepared, revised, selected, and arranged by the Proprietors and others through the application of methods and standards of judgement developed and applied through the expenditure of substantial time, effort, and money and constitutes valuable intellectual property of Proprietors.

2. The User agrees to protect MFIN's proprietary rights and the proprietary rights of all others having rights in the Services during and after the term of this agreement and to comply with all reasonable written requests made by the Proprietors or the Proprietors ’s suppliers and licensors of content or otherwise to protect their and others' contractual, statutory, and common law rights in the Services. The User acknowledges and agrees that MFIN (or MFIN's licensors) own all legal right, title and interest in and to the Services, including any IP Rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). The User further acknowledges that the Services may contain information which is designated as confidential by MFIN and that User shall not disclose such information without MFIN's prior written consent. Unless the User has received a consent in writing from MFIN, nothing in the T&C gives the User a right to use any of MFIN's trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.

3. The User agrees not to use any framing techniques to enclose any trademark or logo or other proprietary information of MFIN; or remove, conceal or obliterate any copyright or other proprietary notice or source identifier, including without limitation, the size, colour, location or style of any proprietary mark(s). Any infringement shall lead to appropriate legal proceedings against the User at appropriate forum for seeking all available/possible remedies under applicable laws of the country in case of violation of T&C. The User cannot modify, reproduce, publicly display or exploit in any form or manner whatsoever any of the MFIN's Content in whole or in part except as expressly authorized by MFIN.

4. To the fullest extent permitted by applicable law, Proprietors neither warrant nor represent that your use of materials displayed on the Services will not infringe rights of third parties not owned by or affiliated with us. The User agrees to immediately notify us upon becoming aware of any claim that the Services infringe upon any copyright trademark, or other contractual, intellectual, statutory, or common law rights.

9. Transactions and fees

1. All transactions on the platform are non-financial in nature and meant only for generation of mutual interest between User and Counterparty for further negotiations.

2. No fee is chargeable by the Proprietors for use of the Platform. However, Users at their own discretion may engage with Counterparties for specific fee based services outside the Platform on mutual agreement. MFIN will not be liable for any disputes arising out of usage of such services by the Users.

10. General terms

1. Interpretation: The section and subject headings in these Terms are included for reference only and shall not be used to interpret any provisions of these Terms.

2. Entire Agreement and Waiver: The Terms, together with the 'Privacy Policy' and 'Use of Services', shall constitute the entire agreement between User and Proprietors concerning the Services. No failure or delay by the Proprietors in exercising any right, power or privilege under the Terms shall operate as a waiver of such right or acceptance of any variation of the Terms and nor shall any single or partial exercise by either party of any right, power or privilege preclude any further exercise of that right or the exercise of any other right, power or privilege.

3. Severability: If any provision of these Terms is deemed unlawful, invalid, or unenforceable by a judicial court for any reason, then that provision shall be deemed severed from these Terms, and the remaining part of the Terms shall continue in full force and effect.

4. Partnership or Agency: None of the provisions of these Terms shall be deemed to constitute a partnership or agency between the User and Proprietors and User shall have no authority to bind Proprietors in any form or manner, whatsoever.

11. Modification of Terms

The User acknowledges and agrees that MFIN has the right to revise, modify, amend or discontinue any of the Terms from time to time including without limitation to reflect, inter alia, changes in market conditions, technology, requirements, laws, etc. and MFIN shall not be obligated to obtain any approval/consent from either party to this Terms on the revised Terms.

12. Disclaimer of warranties, limitation of liability, and Indemnification

1. Disclaimer of Warranties

   The User acknowledges and agrees that the services are provided "as is" and "as available" and that the User’s use of the services shall be at User’s sole risk. To the fullest extent permitted by applicable law, MFIN, its affiliates and their respective officers, directors, partners, employees, agents, affiliates, branches, subsidiaries, and licensors disclaim all warranties, express or implied, in connection with the services including mobile apps and the User’s use of them. To the fullest extent permitted by applicable law, MFIN Parties make no warranties or representations that the services have been and will be provided with due skill, care and diligence or about the accuracy or completeness of the services' content and assume no responsibility for any (i) errors, mistakes, or inaccuracies of content, (ii) personal injury or property damage, of any nature whatsoever, resulting from User’s access to and use of the services, (iii) any unauthorized access to or use of the Proprietors’ servers and/or any and all personal information stored therein, (iv) any interruption or cessation of transmission to or from the services, (v) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the services through the actions of any third party, (vi) any loss of User’s data or content from the services and/or (vii) any errors or omissions in any content or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available via the services.

   Any material downloaded or otherwise obtained through the use of the services is done at User’s own discretion and risk and User will be solely responsible for any damage to User’s computer system or other device or loss of data that results from the download of any such material. Proprietors will not be a party to or in any way be responsible for monitoring any transaction between the User and third-party providers of products or services. The Users are solely responsible for all of their communications and interactions with other users of the services and with other persons with whom the User communicates or interacts as a result of User’s use of the Services. No advice or information, whether oral or written, obtained by the User from MFIN or through or from the services shall create any warranty not expressly stated in the terms. Unless the User has been expressly authorized to do so in writing with MFIN, the User agrees that in using the services, the User will not use any trademark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.

2. Limitation of Liability

   To the fullest extent permitted by applicable law, in no event shall the Proprietors be liable to the User for any loss resulting from any

   1. errors, mistakes, or inaccuracies of content, and/or

   2. personal injury or property damage, of any nature whatsoever, resulting from User’s access to and use of the services, and/or

   3. any unauthorized access to or use of the Proprietors’ servers and/or any and all personal information stored therein, and/or

   4. any interruption or cessation of transmission to or from Proprietors’ servers, and/or

   5. any bugs, viruses, trojan horses, or the like, which may be transmitted to or through the services by any third party, and/or

   6. any loss of User’s data or content from the services, and/or

   7. any errors or omissions in any content or for any loss or damage of any kind incurred as a result of User’s use of any content posted, transmitted, or otherwise made available via the services, whether based on warranty, contract, tort, or any other legal theory, and whether or not the Proprietors are advised of the possibility of such losses, and/or

   8. the disclosure of information pursuant to these terms or our privacy policy, and/or

   9. User’s failure to keep User’s password or account details secure and confidential, and/or

   10. loss of any nature which may be incurred by the User, including but not limited to loss as a result of reliance placed by the User on the completeness, accuracy or existence of any advertising, or as a result of any relationship or transaction between the User and any party, delay or failure in performance resulting from any causes.

   In no event shall the Proprietors be liable to the User for any indirect, incidental, special, punitive, exemplary or consequential damages whatsoever, however caused and under any theory of liability, including but not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, any loss of data suffered, cost of procurement of substitute goods or services, or other intangible loss.

3. Indemnification

   The User agrees to indemnify, defend, and hold harmless the Proprietors from and against any third party claims, damages (actual and/or consequential), actions, proceedings, demands, losses, liabilities, costs and expenses (including reasonable legal fees) suffered or reasonably incurred by the Proprietors arising as a result of, or in connection with:

   1. The User’s Content,

   2. User’s unauthorized use of the Services, or products or services included or advertised in the Services;

   3. User’s access to and use of the Services;

   4. User’s violation of any rights of another party; or

   5. User’s breach of these Terms and Conditions, including, but not limited to, any infringement by User of the copyright or intellectual property rights of any third party.

   The Proprietors retain the exclusive right to settle, compromise and pay, without User’s prior consent, any and all claims or causes of action which are brought against the Proprietors. The Proprietors reserve the right, at User’s expense, to assume the exclusive defence and control of any matter for which User is required to indemnify the Proprietors and the User agrees to cooperate with the Proprietors’ defence of these claims. The User agrees not to settle any matter in which the Proprietors is named as a defendant and/or for which the User has indemnity obligations without the Proprietors’ prior written consent. The Proprietors will use reasonable efforts to notify the User of any such claim, action or proceeding upon becoming aware of it.

13. Termination of Service

In case misconduct by User, MFIN keeps right to terminate the Services without given any prior notice to User. In normal circumstances, MFIN may give sufficient notice to User before termination of Services. At the time of termination of Services, MFIN may delete all information/documents of User available at Platform without keeping copy of these information/documents. Re-installation of Services, on request of User, is based on discretion of MFIN.

14. Governing Law

This Agreement will be governed by and enforced according to the prevailing laws of India.

15. Settlement of Disputes

All disputes and differences, whatsoever, arising between the parties out of or relating to the interpretation, meaning and operation or effect of this Agreement or the breach thereof, will be resolved through mutual consultation and negotiation. In case the matter is not resolved through such mutual consultation and negotiation then the dispute will be referred to and finally resolved by arbitration. The venue of the arbitration will be Gurgaon, Haryana only and the arbitration will be conducted under and in accordance with the Arbitration and Conciliation Act, 1996, with the cost of the arbitration shared between the Parties equally.