Terms of Use

These Terms of Use (“Terms”) are a binding agreement between you and Ripl Media, [a sole proprietorship] having its place of business at [registered address], India (“Ripl Media”, “we”, “us”). They govern your use of RiplCap, a software platform that Ripl Media owns and operates.

1.1 RiplCap includes RiplCap for Investors, RiplCap for Startups, our websites, applications, pitch links, emails and related services (together, the “Platform”).

1.2 By creating an account, using a Pitch Link, submitting a pitch or otherwise using the Platform, you accept these Terms and our Privacy Policy. If you accept for an organisation, you confirm that you have authority to bind it.

1.3 If you do not agree to these Terms, do not use the Platform.

1.4 These Terms are an electronic record under the Information Technology Act, 2000 and the rules made under it. They do not need a physical or digital signature.

1.5 If you and Ripl Media sign a separate order form or agreement, that document prevails over these Terms to the extent of any conflict.

Investor: a person or entity that uses the Platform to receive pitches, manage deal flow or monitor investments. This includes angel investors, fund managers and general partners, family offices and corporate investors.

Startup: a company, founder or team that submits a pitch or documents through the Platform or a Pitch Link.

Portfolio Company: a company in which an Investor holds, or is evaluating, an investment and whose information is held on the Platform.

Pitch Link: a dedicated link created for an Investor through which Startups can submit pitches.

Content: anything uploaded, submitted or entered on the Platform, including pitch decks, financial statements, MIS, quarterly and annual reports, cap tables, shareholder agreements, documents, notes, discussion logs and rights data.

Output: anything the Platform generates from Content, including summaries, extracted data, financial analysis, metrics such as MOIC, XIRR and ROI, reminders, and draft documents such as term sheets.

Automated Communications: emails or messages that the Platform sends on an Investor’s behalf, including document requests and follow ups for MIS and reports.

Subscription: the paid plan under which an Investor uses the Platform.

User: any Investor, Startup or other person who uses the Platform, including team members added to an account.

3.1 RiplCap helps Investors manage deal flow and portfolios in one place. For Investors, it provides a Pitch Link, pitch summaries, deck viewing and download, a pipeline with document requests and automated follow ups, tracking of investor rights and financial performance, term sheet drafting, portfolio and valuation overview, discussion logs, investment and exit records, performance metrics, target tracking, and a calendar of board and shareholder meetings.

3.2 For Startups, the Platform lets them submit pitches and documents to an Investor and respond to that Investor’s document requests.

3.3 Ripl Media is a technology provider only. We are not an investment adviser, broker, dealer, portfolio manager, placement agent, merchant banker, fundraising or crowdfunding intermediary, or a law, tax or accounting firm.

3.4 We do not solicit, offer, recommend, arrange or negotiate any investment. We are not a party to any investment, and we do not earn fees that depend on whether an investment is made. [Confirm that this stays accurate for every feature before launch.]

3.5 Sections 5 and 6 add terms for Investors and Startups. If a section conflicts with another section, the more specific one prevails for that type of User.

4.1 You must be at least 18 years old and able to enter a binding contract under Indian law. The Platform is for business and professional use.

4.2 You must give accurate and current information when you register, and keep it updated.

4.3 You are responsible for your login credentials and for everything done through your account, including by team members you add. Tell us promptly at [support email] if you suspect unauthorised use.

4.4 If you use the Platform for an entity, you confirm that you have authority to act for it and to give the permissions in these Terms.

4.5 You must follow all laws that apply to you, including securities, foreign exchange, anti money laundering, know your customer, sanctions and data protection laws. We do not verify any User’s identity, status or credentials, including whether a person is an accredited, eligible or qualified investor.

5.1 No advice. The Platform and Outputs are tools to help you organise and review information. They are not investment, legal, tax or accounting advice, and nothing on the Platform is a recommendation to make or avoid any investment.

5.2 Your own diligence. You alone decide whether to invest, on what terms, and when to exit. Startups supply the information in pitches, and we do not verify it. You must carry out your own diligence.

5.3 Your regulatory position. You are responsible for any registration, approval, filing, reporting or disclosure that applies to your investing activity, for example under the SEBI (Alternative Investment Funds) Regulations, 2012, the Companies Act, 2013, or the foreign exchange laws. Using the Platform does not make Ripl Media responsible for these.

5.4 Authority over data you add. You confirm that you may store Portfolio Company and Startup information on the Platform and have it processed by us and our service providers, including by automated tools. This includes meeting any confidentiality duty in your investment documents.

5.5 Metrics and valuations. Metrics such as MOIC, XIRR and ROI, and any valuation shown, depend on the data and assumptions you enter. The Platform does not determine fair value. Review all figures before you use them in any report or filing.

5.6 Your Pitch Link. You decide who receives your Pitch Link and can disable it at any time. You are responsible for how you share it and for how you handle the pitches it brings in.

6.1 Voluntary pitch. Submitting a pitch is your choice. It does not create any investment, engagement, exclusivity or obligation on Ripl Media or any Investor. An Investor may ignore, reject or keep your pitch without giving reasons.

6.2 Accuracy and rights. You confirm that the information you submit is true, accurate and not misleading, and that you have the right to share it. This includes any third party confidential information, intellectual property and personal data in your materials.

6.3 Your fundraising. Your pitch is a private communication to the Investor whose Pitch Link you use. It is not a public offer. You are responsible for following the laws that apply to your fundraising, including the private placement rules under the Companies Act, 2013 and the foreign exchange laws. We do not check this.

6.4 Who sees your pitch. The Investor and the team members they authorise can view, download and share your pitch inside their organisation. We are not responsible for what an Investor does with it. These Terms do not create a non disclosure agreement between you and any Investor. If you want one, agree it directly with them.

6.5 Requests and reminders. You may receive document requests and reminders sent on an Investor’s behalf. You do not have to respond to them, and you can ask to stop receiving them as set out in section 11.

7.1 You own your Content. As between you and Ripl Media, you keep all rights in your Content. We do not claim ownership of it.

7.2 Licence to us. You give Ripl Media a non exclusive, worldwide, royalty free licence to host, store, copy, process, analyse (including with automated tools and artificial intelligence), display and transmit your Content. We use this licence only to provide, secure, support and improve the Platform for you, and as our Privacy Policy describes.

7.3 Our commitments. We do not sell your Content. [Confirm: we do not use identifiable Content to train artificial intelligence models for other customers or third parties.]

7.4 Aggregated data. We may use usage data and de identified, aggregated statistics that cannot reasonably identify you or any person, to operate and improve the Platform.

7.5 Your responsibility. You are responsible for your Content and for having every right and permission needed to upload it. We may remove Content that breaches these Terms or the law.

7.6 Feedback. If you give us feedback or suggestions, we may use them without restriction or payment.

7.7 Backups. Keep your own copies of important Content. Section 18 explains how you can export your Content.

8.1 The Platform uses automated tools, including artificial intelligence, to summarise pitches, extract data, analyse financial information, calculate metrics, draft documents and schedule follow ups.

8.2 Outputs can be incomplete, inaccurate or out of date. A tool may misread a document, miss a clause or extract a figure wrongly, especially from scanned files or unusual formats.

8.3 You must check Outputs against the source documents before you rely on them or share them. You remain responsible for every decision and communication that uses an Output.

8.4 Outputs are not professional advice. We do not review Outputs by hand unless we say so.

8.5 We may change, replace or improve the models and providers we use, and the way Outputs are produced, at any time. [Describe the calculation method for MOIC, XIRR and ROI in the product help and link it here.]

9.1 The Platform can generate draft term sheets, document request lists and summaries of investor rights taken from agreements such as shareholders’ agreements. These are drafts to help you work faster.

9.2 They are not legal advice, and no lawyer client relationship arises between you and Ripl Media or its proprietor through them. Have a qualified lawyer review any document before you rely on it or sign it.

9.3 A summary of rights may leave out conditions, exceptions or later amendments. The signed agreement always prevails over any Output.

9.4 We are not a party to any negotiation, agreement or transaction between Users. Stamp duty, registration, filings and execution formalities are your responsibility.

10.1 Our duty. We treat your Content as confidential. We give access only to personnel and service providers who need it to run the Platform and who are bound by confidentiality duties. We use Content only as these Terms and the Privacy Policy permit.

10.2 Separation. One Investor’s pipeline, portfolio and Content are not shown to any other Investor.

10.3 Exceptions. We may disclose Content where the law, a court or a regulator requires it. Where the law allows, we will tell you first.

10.4 Between Users. These Terms do not create confidentiality duties between Investors and Startups. They should agree these directly. Each User must respect any confidentiality duty it has accepted, and must not use the Platform to share another person’s confidential information beyond what that duty allows.

11.1 Sent on the Investor’s behalf. The Platform can send Automated Communications to Startup and Portfolio Company contacts, such as document requests and reminders for MIS, quarterly and annual reports. They are sent at the Investor’s instruction, may name the Investor, and may repeat until the document is received or the Investor stops them.

11.2 Investor responsibilities. The Investor decides the recipients, content and frequency, and confirms it has a lawful reason to contact each recipient. The Investor must follow all anti spam, telemarketing and electronic communication laws that apply.

11.3 Our role. We send Automated Communications as a service provider. We do not guarantee delivery, and we may limit or pause sending to protect our systems and sender reputation.

11.4 Stopping messages. Every recipient can ask to stop by using the link or instruction in the message, or by writing to [privacy email]. We will stop Automated Communications to that recipient. The Investor remains responsible for any other way it contacts them.

11.5 Investor controls. Investors can pause, edit or stop any follow up sequence at any time in the Platform.

12.1 Subscription. Fees are set out on our pricing page or in your order form, and may depend on your plan, number of users and number of portfolio companies. Unless agreed otherwise, they are billed annually in advance in [US dollars].

12.2 Taxes. Fees do not include taxes. You pay GST or any other tax that applies. If the law requires you to withhold tax, you pay the extra amount needed so that we receive the full fee [confirm].

12.3 Renewal. Subscriptions renew every year for the same term unless you cancel at least [30] days before the renewal date. We will give you at least [30] days’ notice of any fee change before renewal.

12.4 Refunds. Fees are non refundable except where these Terms or the law require a refund [or during any trial or refund window stated in your order form].

12.5 Late payment. If a payment is overdue, we may suspend access after notice until it is paid.

12.6 Payment providers. Payments are handled by third party payment providers. We do not store full card or bank details.

12.7 Early access. [If a trial or discounted early access plan is offered, its terms will be stated in the offer and apply on top of these Terms.]

You must not, and must not help others to:

• break any law, or use the Platform for fraud, money laundering, sanctions evasion or any misleading activity
• upload Content you have no right to use, or that infringes another person’s rights
• upload malware, or try to disrupt, overload or damage the Platform
• gain unauthorised access to accounts, systems or data, or test the Platform’s security without our written permission
• scrape, copy, reverse engineer or extract source code, models or data from the Platform, except as the law allows
• resell, sublicense, white label or give access to the Platform to others without our written consent
• use the Platform or Outputs to build a competing product
• send spam or unlawful messages through Automated Communications
• impersonate another person or misrepresent who you are
• upload identity numbers, bank login details, health data or other sensitive personal data that the Platform does not need

We may use automated checks to detect abuse. We may remove Content or suspend access when we reasonably believe these rules are broken.

14.1 Ripl Media and its licensors own the Platform, including its software, design, templates, models and documentation, and the names “RiplCap” and “Ripl Media”. These Terms do not transfer any of those rights to you.

14.2 While you have a valid account, we give you a limited, non exclusive, non transferable, revocable licence to use the Platform for your internal business purposes under these Terms.

14.3 As between you and us, you own the Outputs created from your Content, subject to our rights in the Platform and templates used to create them.

14.4 You may not use our names or logos without our written permission.

15.1 The Platform and Outputs are provided “as is” and “as available”. To the fullest extent the law allows, we give no warranty of any kind, including for merchantability, fitness for a particular purpose, accuracy, non infringement, or uninterrupted or error free operation.

15.2 We do not promise any investment return, fundraising result, valuation or business outcome.

15.3 We do not verify the identity, credentials, status or claims of any User, or the accuracy of any pitch, document or data submitted by a Startup.

15.4 Third party services we use, such as hosting, email and artificial intelligence providers, are outside our control, and we are not responsible for their failures.

15.5 Features marked beta or early access may change or stop without notice.

16.1 To the fullest extent the law allows, Ripl Media is not liable for any indirect, incidental, special, consequential or punitive loss, or for loss of profit, revenue, goodwill, data, business opportunity or investment value, however it arises.

16.2 Ripl Media is not liable for any loss caused by an investment, fundraising or business decision made using the Platform or Outputs.

16.3 Our total liability for all claims connected with the Platform is limited to the fees you paid us for the Platform in the twelve months before the event that gave rise to the claim. If you paid no fees, it is limited to [INR 10,000 / USD 100].

16.4 Nothing in these Terms limits liability that cannot be limited by law, including liability for fraud or wilful misconduct.

16.5 The limits in this section reflect an agreed allocation of risk and the fees charged.

17.1 You will defend and indemnify Ripl Media, its proprietor, personnel, affiliates and service providers against third party claims, and the resulting losses, damages, costs and reasonable legal fees, arising from:

• your Content, including any claim that it infringes rights or breaches a confidentiality duty
• your breach of these Terms or any law
• Automated Communications sent at your direction
• your investment or fundraising activity

17.2 We will tell you promptly about any claim, let you control its defence (subject to our right to approve any settlement that admits fault for us), and give reasonable help at your cost.

18.1 By you. You may stop using the Platform and close your account at any time. Fees already paid are not refunded unless section 12 or the law says so.

18.2 By us. We may suspend or end your access immediately if you materially breach these Terms, fail to pay, create a security or legal risk, or if the law requires it. We may also end the Platform or a plan on at least [30] days’ notice, and will refund prepaid fees for the unused period.

18.3 Export. After termination you may export your Content in standard formats for [30] days. After that we delete or de identify Content as the Privacy Policy describes, except where the law requires us to keep it. [Confirm export formats before launch.]

18.4 Content already shared. We cannot recall a pitch or document that was downloaded or shared with an Investor before termination.

18.5 Survival. Sections on confidentiality, intellectual property, disclaimers, liability, indemnity, governing law, unpaid fees, and anything meant to survive, continue after termination.

19.1 These Terms are governed by the laws of India.

19.2 Talk first. If a dispute arises, the parties will first try to resolve it in good faith. Send written notice to the other party and allow [30] days for discussion.

19.3 Arbitration. If the dispute is not resolved, it will be finally settled by arbitration under the Arbitration and Conciliation Act, 1996, before a sole arbitrator appointed by mutual agreement or, failing agreement, by [name an institution or the court]. The seat and venue will be [city], India, and the language will be English.

19.4 Courts. Subject to 19.3, the courts at [city], India have exclusive jurisdiction for interim relief, enforcement and any matter that cannot be arbitrated. Either party may seek urgent injunctive relief from a court to protect confidential information or intellectual property.

19.5 If you use the Platform for personal and not business purposes, any mandatory consumer rights in your country continue to apply.

20.1 Changes. We may update these Terms. For material changes, we will give at least [30] days’ notice by email or in the Platform. Using the Platform after the change takes effect means you accept it. If you do not accept it, stop using the Platform before then.

20.2 Notices. We will send notices to the email on your account. Send notices to us at [legal notices email] and [postal address].

20.3 Annual reminder. We will remind Users of these Terms and the Privacy Policy at least once a year.

20.4 Grievance Officer. In line with the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 [confirm these rules apply to the Platform], complaints about Content or the Platform can be sent to: [Name], Grievance Officer, Ripl Media, [address], [email]. We will acknowledge complaints within 24 hours and aim to resolve them within 15 days.

20.5 Privacy requests. Requests about personal data are handled as the Privacy Policy describes.

21.1 Entire agreement. These Terms, the Privacy Policy and any order form are the whole agreement about the Platform and replace earlier discussions.

21.2 Severability and waiver. If a part of these Terms is unenforceable, the rest stays in effect. Not enforcing a right is not a waiver of it.

21.3 Assignment. You may not transfer your rights under these Terms without our written consent. We may transfer ours to an affiliate or to a successor, including on a change in the form or ownership of the business, such as converting Ripl Media into a company.

21.4 Force majeure. Neither party is liable for failure caused by events beyond its reasonable control.

21.5 Relationship. Nothing in these Terms makes the parties partners, agents or joint venturers, and no third party has rights under them.

21.6 Language. These Terms are in English, and the English version prevails over any translation.