End User License Agreement

Definitions

• "Applicable Law" means all applicable statutes, rules, regulations, notifications, governmental directions and judicial pronouncements in force in India.
• "Report" means any credit risk assessment, commercial risk report, business intelligence report, due diligence report, analytical opinion, advisory note or other deliverable prepared and issued by VCPL.
• "Services" means the advisory, analytical, research, business intelligence, risk assessment, due diligence and related consulting services provided by VCPL.
• References to the singular include the plural and vice versa. References to any gender include every gender. References to a statute include its amendments, modifications, re-enactments and replacements.

Acceptance and engagement

• By accepting this EULA, you appoint VCPL as an independent professional risk advisor and consultant for the Services, subject to this EULA.
• VCPL is an independent lender, advisory and consulting organisation. VCPL is not a guarantor, insurer, auditor, statutory authority, investigator, valuation agency or Credit Rating Agency. VCPL is a duly licensed NBFC by the Reserve Bank of India.
• VCPL does not issue statutory credit ratings recognized under Applicable Law and does not operate under the Credit Information Companies (Regulation) Act, 2005 in any capacity.
• VCPL does not function as a Data Fiduciary under the Digital Personal Data Protection Act, 2023 while rendering the Services contemplated by this EULA.

Nature of reports and no reliance

• Every Report, opinion, recommendation and assessment issued by VCPL is advisory, indicative and recommendatory only and is based on information available at the relevant time.
• No Report constitutes a guarantee, certification, warranty, representation or assurance regarding the financial condition, repayment capacity, solvency, commercial viability, future conduct or future performance of any person, entity or transaction.
• You must independently evaluate every Report before making any business, commercial, financial, lending, procurement, investment or contractual decision.
• All decisions based wholly or partly on a Report are made solely on your independent judgment. You remain solely responsible for such decisions and their outcomes.
• To the fullest extent permitted by Applicable Law, VCPL shall not be liable for any loss, damage, liability or consequence arising directly or indirectly from your reliance upon any Report or advisory.
• You acknowledge that you enter into this EULA based on your own independent evaluation and judgment and not on any oral statement, representation, assurance, opinion, estimate, projection, correspondence or other communication by VCPL or its personnel, except to the extent expressly incorporated into this EULA or the relevant written Report.
• Pre-contractual discussions, proposals, presentations, demonstrations, marketing materials, correspondence and other communications do not constitute representations or warranties or create liability unless expressly included in this EULA.

Data governance and information

• VCPL will ordinarily obtain, compile, analyse and process lawfully available information from public sources and other information legally accessible without requiring collection of personal data from individuals.
• If processing personal data becomes necessary for the Services, you are responsible for procuring, collecting and providing such personal data after obtaining all notices, consents, permissions and lawful authorisations required under Applicable Law.
• You are solely responsible for ensuring that personal data supplied to VCPL has been lawfully collected and may lawfully be disclosed to and processed by VCPL for the relevant Services.
• Where you supply personal data to VCPL, you shall act as the Data Fiduciary and VCPL shall act solely as a Data Processor, processing such personal data on your documented instructions and only for the limited purpose of providing the Services.
• VCPL shall not determine the purpose or means of processing personal data supplied by you and shall not assume obligations imposed on a Data Fiduciary under Applicable Law.
• VCPL will, where required, obtain fresh information and conduct an independent assessment for each separate request. Reports are prepared for the particular request and shall typically not be recycled, reused or reproduced as substitutes for fresh assessments for subsequent requests or other users, unless available data is recent enough to warrant such action. VCPL shall be the sole arbiter of adequacy/recency of data to determine if fresh information needs to be sought.
• Similarity between Reports concerning similar entities or subject matter does not create any inference regarding the underlying assessment, methodology or conclusion.

Your obligations

• You shall provide complete, accurate, lawful and timely instructions, documents and information reasonably required for the Services.
• You represent that all documents, instructions, information, records and personal data supplied to VCPL have been lawfully obtained and may lawfully be disclosed to and processed by VCPL.
• You shall promptly notify VCPL of any material correction, modification or inaccuracy in information previously supplied.
• You shall use every Report in compliance with Applicable Law and shall not use any Report for an unlawful, fraudulent, misleading or unauthorised purpose.
• You acknowledge that the quality, accuracy and usefulness of a Report depend on the quality and completeness of information available at the relevant time. Subsequent events may materially alter a Report's conclusions, and VCPL is not required to update a Report unless separately engaged to do so.

Acceptance or decline of requests

• VCPL is not obligated to accept every request for Services.
• VCPL may accept, decline, suspend, defer or discontinue any request, with or without assigning a reason, including where information is unavailable or inadequate, legal or regulatory concerns arise, a conflict of interest exists, internal policies require it, or for other commercial, operational or risk-management considerations.
• Rejection, suspension or discontinuance of a request does not constitute a breach of this EULA and does not entitle you to compensation, damages or other remedy, except that VCPL shall refund fees received exclusively for a request VCPL elects not to undertake and also where no Services pertaining to the specific request have been performed.

Confidentiality and restricted use

• Each party shall keep confidential information received from the other party and shall protect it with at least reasonable care and no less care than it uses for its own information of a similar nature.
• Every Report, including its contents, analysis, observations, conclusions, recommendations, scoring, methodology, format and presentation, is confidential and proprietary information of VCPL.
• VCPL grants you only a limited, non-exclusive, non-transferable and revocable licence to use each Report solely for your own internal business evaluation, credit assessment, commercial due diligence, procurement evaluation, vendor assessment, investment evaluation, risk management and related internal decision-making.
• Except where disclosure is required by Applicable Law or an order of a competent court or statutory authority, you shall not, without VCPL's prior written consent, publish, circulate, disclose, reproduce, distribute, transmit, upload, display, assign, sublicense, commercialise, sell, licence, copy, modify, translate, adapt, extract, incorporate into a database or otherwise provide access to any Report or part thereof to any third party.
• You shall restrict access to Reports to your directors, officers and employees who have a legitimate business need to know the contents and who are subject to confidentiality obligations no less stringent than those in this EULA.
• Unauthorised disclosure, reproduction, dissemination, publication, commercial exploitation or other misuse of a Report is a material breach and entitles VCPL, without prejudice to other available remedies, to terminate this EULA, suspend or discontinue Services, refuse pending or future requests and seek appropriate injunctive or other legal relief.

Intellectual property

• All databases, compilations, report formats, templates, analytical frameworks, scoring systems, algorithms, methodologies, research outputs, data structures, derivative works, proprietary know-how and Reports prepared by VCPL, together with associated intellectual property rights, remain the sole and exclusive property of VCPL.
• All present and future intellectual property rights, including copyrights, database rights, trade secrets, confidential information, proprietary methodologies, analytical models, compilations, derivative works, software, documentation, report formats and associated goodwill, shall vest solely and exclusively in VCPL.
• Nothing in this EULA assigns or transfers ownership or grants any licence except the limited right to use Reports as expressly permitted by this EULA.
• Except to the extent required by mandatory Applicable Law, you shall not challenge, dispute, question, contest, seek disclosure of, reverse engineer, decompile, analyse for replication, or initiate or support proceedings concerning VCPL's proprietary data sources, methodologies, algorithms, scoring systems, models, research techniques or intellectual property rights.
• You shall not create derivative works from any Report or use any Report to develop, train, validate or improve a competing product, database, software application, artificial intelligence model, machine learning system or analytical service.

Fees and payment

• Unless otherwise expressly agreed by VCPL in writing, Services are provided on a pay-per-report basis.
• VCPL may offer subscription plans, prepaid packages, enterprise arrangements or other commercial models on terms determined by VCPL.
• Quotations, pricing and commercial terms remain subject to revision until accepted by VCPL.
• Invoices are immediately due and payable upon receipt without deduction, withholding, counterclaim, adjustment or set-off.
• Amounts unpaid beyond the invoice date shall carry interest at 18% per annum calculated daily until actual realisation, unless a different rate is expressly specified in the relevant invoice, in which case that rate shall prevail.
• You shall reimburse applicable taxes, duties, levies and governmental charges in accordance with Applicable Law.
• If any amount remains outstanding, VCPL may immediately suspend, withhold or discontinue Services, decline new requests, set-off against amounts due to you, withhold Reports or terminate the commercial relationship, without liability to you.
• Suspension or discontinuance does not affect VCPL's right to recover outstanding fees, interest, legal costs and other amounts lawfully payable.
• Acceptance of delayed or partial payment does not waive any VCPL right.

Indemnity

You irrevocably, absolutely and unconditionally agree to indemnify, defend and hold harmless VCPL, its holding companies, subsidiaries, affiliates, directors, officers, employees, consultants, agents, successors and permitted assigns from and against all claims, demands, proceedings, investigations, regulatory actions, notices, penalties, fines, liabilities, damages, losses, costs, expenses and legal fees arising directly or indirectly from or in connection with:

• your use, misuse or reliance upon any Report;
• any business, lending, investment, procurement, commercial or contractual decision taken by you or any third party;
• unauthorised disclosure, dissemination or reproduction of any Report;
• your breach of this EULA;
• your breach of Applicable Law;
• inaccurate, misleading, incomplete or unlawfully obtained information supplied by you;
• allegations relating to privacy, confidentiality, data protection, intellectual property or misuse of information arising from materials supplied by you; or
• any claim, action or proceeding by a third party or governmental authority arising from your acts or omissions.

This indemnity is continuing, applies upon demand and survives expiry, rescission or termination of this EULA.

Term and termination

• This EULA becomes effective when you accept it electronically and continues unless terminated in accordance with its terms.
• VCPL may terminate this EULA, suspend Services or refuse future engagements at any time, with or without assigning a reason and without prior notice, with such action taking immediate effect.
• You may terminate this EULA by written notice after discharging all outstanding financial obligations owed to VCPL.
• Termination, expiry or suspension does not prejudice rights, remedies or obligations accrued before termination.
• Outstanding fees, interest, reimbursement obligations, indemnities, confidentiality obligations, intellectual property protections, payment obligations, dispute-resolution provisions and provisions intended by their nature to survive shall survive termination or expiry.

This EULA shall survive:

• any change in the name, status, constitution, ownership, management, control, name or legal character of the User, including its insolvency, liquidation, winding-up, dissolution, merger, amalgamation, demerger, reconstruction, reorganisation, conversion or succession;
• any change in the name, constitution, ownership, management, control, name or legal character of VCPL, including any change in its name, shareholders, directors, constitution, registered office, merger, amalgamation, demerger, reconstruction, reorganisation, conversion or succession.

Limitation of liability

• To the fullest extent permitted by Applicable Law, VCPL's aggregate and maximum liability arising out of or relating to the Services or this EULA, whether in contract, tort, negligence, strict liability, statute or otherwise, shall not exceed the actual amount paid by you to VCPL during the one-month period immediately preceding the event giving rise to the claim, provided that such one-month period falls within the six months immediately preceding the date on which the claim is first asserted.
• This limitation applies only while this EULA remains valid and in force. Upon expiry or termination for any reason, VCPL's aggregate liability shall be nil, to the fullest extent permitted by Applicable Law.
• VCPL shall not be liable for indirect, consequential, incidental, exemplary, punitive or special damages or losses, including loss of profits, revenue, anticipated savings, business opportunity, goodwill, reputation, business interruption, contracts, data or similar commercial or economic loss, whether or not foreseeable.
• You acknowledge that the fees charged by VCPL reflect the limitations of liability, disclaimers and allocation of risk contained in this EULA.

Stamp duty and expenses

You shall bear applicable stamp duty, registration charges, governmental levies, duties, execution costs and statutory charges payable in connection with the execution, stamping, registration or enforcement of this EULA. If VCPL pays any such amount on your behalf, you shall reimburse VCPL upon demand together with applicable taxes, interest, penalties and incidental expenses.

Successors and assigns

• This EULA binds and benefits the parties and their respective successors, legal representatives and permitted assigns.
• You shall not assign, novate or transfer your rights or obligations under this EULA without VCPL's prior written consent.
• VCPL may assign, transfer, novate or delegate its rights or obligations to an affiliate, successor or entity acquiring substantially all of its business relating to the Services without your prior consent.

Force majeure

VCPL shall not be liable for delay, interruption or failure in performing the Services caused by circumstances beyond its reasonable control, including acts of God, natural disasters, flood, fire, epidemic, pandemic, war, terrorism, civil disturbance, governmental action, judicial orders, labour disputes, strikes, lockouts, power failures, communication failures, internet disruption, cyber incidents, failure of third-party service providers, failure or unavailability of public information sources or other causes beyond VCPL's reasonable control. During such event, VCPL's affected obligations shall remain suspended to the extent affected.

Governing law and dispute resolution

• This EULA shall be governed by and construed in accordance with the laws of India.
• The parties shall first endeavour to resolve any dispute, controversy or claim arising out of or relating to this EULA through good-faith discussions and negotiations.
• If a dispute is not resolved within 30 days after written communication of the dispute, it shall be finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, as amended.
• The arbitral tribunal shall consist of one arbitrator mutually appointed by the parties.
• If the parties do not mutually appoint the arbitrator within 30 days after a written request for arbitration is received, appointment shall be made in accordance with Section 11 of the Arbitration and Conciliation Act, 1996, as amended.
• The seat and legal place of arbitration shall be: Mumbai, Maharashtra.
• The venue shall ordinarily be the same as the seat unless otherwise mutually agreed.
• Arbitration proceedings shall be conducted in English.
• The arbitral award shall be final and binding on the parties.
• Subject to the arbitration provisions, courts having jurisdiction over the agreed seat of arbitration shall have exclusive jurisdiction over proceedings arising out of or relating to this EULA, including applications under the Arbitration and Conciliation Act, 1996.

Severability

If any provision of this EULA is held invalid, illegal or unenforceable by a competent court or arbitral tribunal, it shall be modified only to the minimum extent necessary to make it valid and enforceable. If modification is not possible, it shall be severed. The remaining provisions shall continue in full force.

Entire agreement

This EULA constitutes the complete and exclusive agreement between VCPL and you concerning its subject matter and supersedes prior negotiations, discussions, communications, proposals, representations, understandings and agreements relating to that subject matter. You acknowledge that you have not relied upon any representation, statement, promise or assurance not expressly contained in this EULA.

Amendments

No amendment, modification, variation or supplement to this EULA shall be valid or binding unless made in writing by VCPL in accordance with its applicable contractual process.

Waiver

• No failure, omission or delay by VCPL in exercising any right, remedy or power under this EULA constitutes a waiver.
• A waiver is effective only if expressly made in writing by VCPL.
• A waiver on one occasion does not constitute a waiver of a subsequent breach or any other provision.

Electronic acceptance and records

• You agree that electronic acceptance of this EULA, including by checking an acceptance checkbox and submitting the relevant electronic form, constitutes your acceptance of this EULA.
• You acknowledge that the electronic record of your acceptance may be retained by VCPL as evidence of acceptance.
• This EULA may be accepted electronically and shall have effect to the extent permitted by Applicable Law.
• The User acknowledges and agrees that any electronic acceptance, submission, instruction, request or communication made through the User's account, registered credentials or the electronic systems made available by VCPL shall constitute an electronic record attributable to the User. The User shall not deny or repudiate such acceptance, submission, instruction, request or communication solely on the ground that it was made electronically. VCPL's electronic records, system logs, timestamps, IP address records and other transaction records may be retained and solely relied upon as evidence of such electronic activity, subject to Applicable Law.

Relationship of the parties

Nothing in this EULA creates a partnership, joint venture, agency, fiduciary relationship, employment relationship or association between VCPL and you. VCPL acts solely as an independent contractor and has no authority to bind or incur obligations on your behalf.

No third-party rights

Except as expressly provided for persons indemnified under this EULA, no person other than the parties has any right to enforce any provision of this EULA.

Further assurances

Each party shall execute or provide such further documents and perform such further acts as may reasonably be required to give full effect to this EULA.

Acceptance

By checking the checkbox labelled "I Accept the EULA" and completing the applicable acceptance process, you confirm that:

• you have read and understood this EULA;
• you agree to be legally bound by it;
• the information you provide to VCPL is accurate and lawful;
• if you accept this EULA on behalf of an entity, you are authorised to bind that entity; and
• your electronic acceptance is intended to have the same contractual effect as your express acceptance of this EULA through an electronic record.

The User acknowledges and agrees that any electronic acceptance, submission, instruction, request or communication made through the User's account, registered credentials or the electronic systems made available by VCPL shall constitute an electronic record attributable to the User. The User shall not deny or repudiate such acceptance, submission, instruction, request or communication solely on the ground that it was made electronically. VCPL's electronic records, system logs, timestamps, IP address records and other transaction records may be retained and relied upon as evidence of such electronic activity, subject to Applicable Law.