User Agreement and Terms of Use

This User Agreement and Terms of Use ("Agreement") governs your access to and use of the Website, and in particular, your submission of any information, data, documents, or materials relating to a startup, business, product, or venture ("Submitted Data") through the Website.

BY ACCESSING THE WEBSITE, CREATING AN ACCOUNT, OR SUBMITTING ANY SUBMITTED DATA, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT IN ITS ENTIRETY, INCLUDING, IN PARTICULAR, CLAUSE 5 (DATA SHARING AND DISCLOSURE), WHICH DESCRIBES THE CIRCUMSTANCES IN WHICH SUBMITTED DATA MAY BE SHARED WITH OUR AFFILIATES, NETWORK, AND THIRD PARTIES. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS THE WEBSITE OR SUBMIT ANY DATA.

1. PARTIES AND INTRODUCTION

1.1 This Agreement is entered into by and between:

• (a) Warmup Ventures LLP, a limited liability partnership organised and existing under the laws of India, having its registered office at [Insert Registered Address] ("Investment Manager", "we", "us", or "our"), acting in its capacity as the investment manager of Warmup Ventures Trust ("Trust"), a trust settled under the Indian Trusts Act, 1882 / registered as a Category II Alternative Investment Fund with the Securities and Exchange Board of India (SEBI) bearing registration number IN/AIF2/24-25/1662, and its scheme, Warmup Ventures II ("Scheme") (the Investment Manager, the Trust, and the Scheme being collectively referred to as "Warmup Ventures", "we", "us", or "our"); and
• (b) You, being any individual, startup founder, company, partnership, LLP, or other entity that accesses the Website, creates an account, or submits any Submitted Data through the Website ("User", "you", or "your").

1.2 The Website is operated for the purpose of, among other things, enabling Users to submit information regarding their startups or business ventures for evaluation by Warmup Ventures for potential investment, partnership, or other engagement, and for onward sharing with Warmup Ventures' network, affiliates, and third parties as described in Clause 5.

1.3 This Agreement, together with any Privacy Policy, Cookie Policy, or other supplementary policy published on the Website (collectively, "Platform Policies"), constitutes the entire agreement between you and Warmup Ventures in relation to your use of the Website and submission of Submitted Data. In the event of any conflict between this Agreement and any Platform Policy, this Agreement shall prevail unless expressly stated otherwise.

2. DEFINITIONS AND INTERPRETATION

2.1 In this Agreement, unless the context otherwise requires, the following terms shall have the meanings set out below:

• "Affiliates" means, in relation to Warmup Ventures, any entity that directly or indirectly controls, is controlled by, or is under common control with Warmup Ventures LLP, the Trust, or the Scheme, including but not limited to group companies, sponsor entities, sister concerns, and other funds or schemes managed or advised by the Investment Manager or its group.
• "Network" means the ecosystem of persons and entities with whom Warmup Ventures maintains a business, advisory, co-investment, or referral relationship from time to time, including but not limited to co-investors, limited partners, venture capital and private equity funds, angel investors, family offices, accelerators, incubators, industry experts, advisors, mentors, service providers, and strategic or corporate partners.
• "Third Party" / "Third Parties" means any person or entity other than Warmup Ventures and its Affiliates, and includes but is not limited to members of the Network, prospective co-investors, acquirers, strategic partners, professional advisors (legal, financial, tax), and any other person to whom Warmup Ventures determines, in its sole discretion, that disclosure of Submitted Data is appropriate for the purposes set out in this Agreement.
• "Submitted Data"means any and all data, information, documents, materials, or content submitted, uploaded, or otherwise provided by a User through the Website, including without limitation know-how, trade secrets, business models, financial information, projections, forecasts, pitch decks, cap tables, product information, technical information, and any personal information of the User or the User's employees, founders, or representatives, as further illustrated in Schedule 1.
• "Website" means the website located at www.warmupventures.com and any associated mobile applications, sub-domains, or platforms operated by or on behalf of Warmup Ventures.
• "Applicable Law" means all applicable statutes, regulations, rules, notifications, circulars, and guidelines in force in India, including without limitation the Indian Contract Act, 1872, the Information Technology Act, 2000 and rules made thereunder, the Digital Personal Data Protection Act, 2023 (to the extent notified and in force), and SEBI (Alternative Investment Funds) Regulations, 2012, as amended from time to time.

2.2 Headings are for convenience only and shall not affect interpretation. Words importing the singular include the plural and vice versa. References to "including" or "includes" shall be construed as "including, without limitation".

3. ELIGIBILITY AND ACCOUNT REGISTRATION

3.1 You represent that you are at least 18 years of age and possess the legal capacity and authority (including, where you are submitting Submitted Data on behalf of a startup or company, due corporate/board authorisation) to enter into this Agreement and to submit the relevant Submitted Data.

3.2 You may be required to register an account on the Website by providing certain information, which may include your name, email address, phone number, and details of the startup or entity you represent. You agree to provide accurate, current, and complete information and to promptly update such information as necessary.

3.3 You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorised use of your account.

4. NATURE OF SUBMITTED DATA AND PURPOSE OF COLLECTION

4.1 In the course of using the Website, you may submit Submitted Data that is commercially sensitive, confidential, or proprietary in nature, including but not limited to your startup's know-how, business model, technology, financial statements, projections and forecasts, customer and vendor information, and strategic plans. An illustrative (non-exhaustive) list of categories of Submitted Data is set out in Schedule 1.

4.2 You acknowledge and agree that Submitted Data is collected and used by Warmup Ventures for the following purposes ("Purpose"):

• evaluating the Submitted Data for the purposes of considering potential investment, funding, partnership, or other engagement by Warmup Ventures, the Trust, or the Scheme;
• conducting due diligence, analysis, benchmarking, and internal assessment of the startup or venture described in the Submitted Data;
• sharing the Submitted Data with Warmup Ventures' Affiliates, Network, and Third Parties, for the purpose of, among other things, sourcing co-investment opportunities, seeking expert opinion, facilitating introductions, syndication, or enabling further evaluation, processing, or engagement in relation to the Submitted Data, as further described in Clause 5;
• maintaining internal records, analytics, and reporting; and
• complying with Applicable Law, regulatory requests, or the legitimate business requirements of Warmup Ventures, its Affiliates, the Trust, and/or the Scheme.

4.3 By submitting Submitted Data, you expressly acknowledge that such data may be used for the Purpose, including onward sharing as set out in Clause 5, and that such use is not limited solely to internal evaluation by Warmup Ventures.

5. DATA SHARING AND DISCLOSURE

5.1 You expressly authorise, consent to, and grant Warmup Ventures the right to share, disclose, transfer, and provide access to the Submitted Data with and to:

• its Affiliates, for any purpose connected with the Purpose;
• members of its Network, including co-investors, other investment funds, family offices, accelerators, advisors, and strategic partners, for the purpose of evaluation, syndication, referral, or facilitating potential engagement with the startup or venture described in the Submitted Data; and
• any other Third Party, where Warmup Ventures determines, in its sole and absolute discretion, that such disclosure is appropriate, useful, or beneficial for the Purpose, or for the further processing, evaluation, or commercial exploitation of opportunities connected with the Submitted Data.

5.2 You acknowledge and agree that:

• Warmup Ventures is not obligated to seek your specific, transaction-by-transaction consent prior to each instance of sharing the Submitted Data with an Affiliate, Network member, or Third Party under Clause 5.1;
• the recipients of Submitted Data under this Clause 5 may be located within or outside India, and the Submitted Data may accordingly be transferred outside India;
• Warmup Ventures does not control, and shall not be responsible for, the subsequent use, storage, retention, or further disclosure of Submitted Data by any Affiliate, Network member, or Third Party once shared, save that Warmup Ventures shall use reasonable efforts, where practicable, to share Submitted Data with recipients on a need-to-know basis for the Purpose; and
• this Clause 5 survives evaluation, rejection, or non-selection of your startup or venture for investment, and continues to apply to any Submitted Data already shared prior to such rejection or non-selection.

5.3 Nothing in this Clause 5 shall be construed as permitting Warmup Ventures to sell Submitted Data to unrelated third parties purely as a data product for consideration unconnected with the Purpose; disclosures under this Clause 5 are made in furtherance of the Purpose described in Clause 4.

6. CONFIDENTIALITY — SCOPE AND LIMITATIONS

6.1 Given the sharing rights described in Clause 5, Warmup Ventures does not represent or warrant that Submitted Data will be kept confidential from its Affiliates, Network, or Third Parties. You should not submit any Submitted Data that you are not prepared to have shared in accordance with Clause 5.

6.2 Notwithstanding Clause 6.1, Warmup Ventures agrees that it shall:

• not publicly publish or display Submitted Data on the Website or elsewhere without your consent, save for aggregated or anonymised information used for internal analytics, marketing, or reporting purposes;
• maintain reasonable administrative, technical, and organisational access controls over Submitted Data stored on its systems, consistent with Clause 13; and
• not disclose Submitted Data to a direct, named business competitor of the startup identified in the Submitted Data solely for the purpose of harming the startup's competitive position, provided that this shall not restrict disclosure to Network members or Third Parties who may independently invest in, evaluate, or engage with multiple startups in similar sectors in the ordinary course of their business.

6.3 This Clause 6 does not create, and shall not be construed as creating, a separate non-disclosure agreement or confidentiality undertaking beyond what is expressly stated in this Clause 6, and is subject in all respects to the sharing rights granted under Clause 5.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 As between you and Warmup Ventures, you retain ownership of all intellectual property rights subsisting in the Submitted Data, save for the license granted under Clause 8.

7.2 All content on the Website, including text, graphics, logos, the Warmup Ventures name and marks, and the design and structure of the Website, is the property of Warmup Ventures or its licensors and is protected under applicable intellectual property laws. Nothing in this Agreement grants you any right or license to use Warmup Ventures' trademarks, logos, or branding without prior written consent.

8. GRANT OF LICENSE BY USER

8.1 You hereby grant to Warmup Ventures a worldwide, royalty-free, non-exclusive, sub-licensable (in accordance with Clause 5) license to access, use, reproduce, store, process, analyse, and share the Submitted Data for the Purpose during the term of this Agreement and thereafter to the extent reasonably necessary for record-keeping, legal, or regulatory purposes.

8.2 The license granted under this Clause 8 is limited to the Purpose and does not transfer ownership of the Submitted Data or of any underlying intellectual property to Warmup Ventures.

9. NO OBLIGATION TO INVEST; NO GUARANTEE OF CONFIDENTIALITY BEYOND STATED TERMS

9.1 Submission of Submitted Data does not create any obligation on the part of Warmup Ventures, the Trust, or the Scheme to invest in, fund, partner with, or otherwise engage with you or the startup/venture described in the Submitted Data. All decisions regarding investment or engagement remain at the sole discretion of Warmup Ventures.

9.2 You acknowledge that no assurance, representation, or guarantee is given by Warmup Ventures that submission of Submitted Data will result in any investment, funding, term sheet, or definitive agreement, and Warmup Ventures shall not be liable for any loss or damage arising from a decision not to proceed with any proposed engagement.

9.3 You further acknowledge that the protections afforded to Submitted Data are limited to those expressly set out in Clause 6, and no broader duty of confidentiality is assumed by Warmup Ventures beyond what is stated therein.

10. USER REPRESENTATIONS AND WARRANTIES

10.1 You represent and warrant that:

• you have full right, title, authority, and, where applicable, corporate/board authorisation to submit the Submitted Data and to grant the rights described in Clauses 5 and 8;
• the Submitted Data does not infringe, misappropriate, or violate any third party's intellectual property rights, confidentiality obligations, or other rights;
• the Submitted Data is accurate, complete, and not misleading in any material respect as of the date of submission;
• submission of the Submitted Data, and its onward sharing in accordance with Clause 5, does not violate any confidentiality obligation, non-disclosure agreement, employment agreement, or other contractual restriction binding upon you or the startup you represent; and
• you will comply with all Applicable Law in connection with your use of the Website.

10.2 You agree to indemnify Warmup Ventures in accordance with Clause 16 for any breach of the representations and warranties set out in this Clause 10.

11. PROHIBITED CONDUCT

11.1 You shall not:

• submit any Submitted Data that is unlawful, defamatory, fraudulent, or that infringes the rights of any third party;
• misrepresent your identity or affiliation with any startup or entity;
• attempt to gain unauthorised access to the Website, its systems, or the data of other Users;
• use the Website to submit data relating to a third-party startup without appropriate authorisation from that startup; or
• reverse-engineer, scrape, or extract data from the Website except as expressly permitted.

12. DATA RETENTION AND DELETION

12.1 Warmup Ventures may retain Submitted Data for such period as is reasonably necessary for the Purpose, for record-keeping, legal, regulatory, or archival purposes, or as required under Applicable Law, even where Submitted Data has already been shared with Affiliates, Network members, or Third Parties in accordance with Clause 5.

12.2 You may request deletion of your account and Submitted Data by writing to the contact details in Clause 24, provided that Warmup Ventures shall not be able to effect deletion of Submitted Data already shared with and retained by third parties under Clause 5, and may retain copies as required for legal, regulatory, audit, or dispute-resolution purposes.

13. SECURITY

13.1 Warmup Ventures shall implement reasonable technical and organisational measures designed to protect Submitted Data stored on its systems from unauthorised access, loss, or misuse, consistent with industry practice for platforms of a similar nature.

13.2 No method of electronic storage or transmission is completely secure. While Warmup Ventures endeavours to protect Submitted Data, it cannot guarantee absolute security, and you submit Submitted Data at your own risk.

14. DISCLAIMER OF WARRANTIES

14.1 THE WEBSITE AND ALL SERVICES PROVIDED THROUGH IT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

15. LIMITATION OF LIABILITY

15.1 To the maximum extent permitted under Applicable Law, in no event shall Warmup Ventures, its Affiliates, partners, directors, officers, or employees be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or business opportunity, arising out of or in connection with your use of the Website or this Agreement, whether based in contract, tort, or otherwise, even if advised of the possibility of such damages.

15.2 The aggregate liability of Warmup Ventures arising out of or in connection with this Agreement shall not exceed [Insert Amount, e.g., INR 10,000 (Rupees Ten Thousand only)], save in respect of liability arising from Warmup Ventures' fraud or wilful misconduct, which cannot be excluded under Applicable Law.

16. INDEMNIFICATION

16.1 You agree to indemnify, defend, and hold harmless Warmup Ventures, its Affiliates, and their respective partners, directors, officers, and employees from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in connection with: (a) your breach of this Agreement; (b) your breach of any representation or warranty under Clause 10; or (c) any claim by a third party that the Submitted Data infringes such third party's rights.

17. TERM AND TERMINATION

17.1 This Agreement commences on the date you first access the Website or submit any Submitted Data, whichever is earlier, and continues until terminated in accordance with this Clause 17.

17.2 Warmup Ventures may suspend or terminate your access to the Website at any time, with or without cause, and with or without notice, including where it reasonably believes you have breached this Agreement.

17.3 You may terminate this Agreement by ceasing to use the Website and requesting closure of your account. Clauses 5, 6, 7, 8, 9, 12, 14, 15, 16, 20, and 21 shall survive termination of this Agreement.

18. MODIFICATIONS TO THIS AGREEMENT

18.1 Warmup Ventures may amend this Agreement from time to time by posting the revised version on the Website with an updated "Last Updated" date. Material changes will, where reasonably practicable, be notified to registered Users by email or through a notice on the Website.

18.2 Your continued use of the Website following any such amendment constitutes your acceptance of the revised Agreement. If you do not agree to the revised terms, you must discontinue use of the Website.

19. THIRD-PARTY LINKS AND SERVICES

19.1 The Website may contain links to third-party websites or services that are not owned or controlled by Warmup Ventures. Warmup Ventures assumes no responsibility for the content, privacy policies, or practices of any third-party websites or services.

20. GOVERNING LAW AND JURISDICTION

20.1 This Agreement shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law principles.

20.2 Subject to Clause 21, the courts at [Insert City, e.g., Mumbai / Ahmedabad / Bengaluru], India, shall have exclusive jurisdiction over any disputes arising out of or in connection with this Agreement.

21. DISPUTE RESOLUTION

21.1 In the event of any dispute, controversy, or claim arising out of or in connection with this Agreement, the parties shall first attempt to resolve the matter through good-faith negotiation within thirty (30) days of written notice of the dispute.

21.2 If the dispute is not resolved through negotiation, it shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996, by a sole arbitrator appointed by mutual agreement of the parties (or, failing agreement, in accordance with the said Act). The seat and venue of arbitration shall be [Insert City], India, and the language of arbitration shall be English.

22. NOTICES

22.1 All notices under this Agreement shall be in writing and delivered by email to the addresses provided during registration (for Users) and to [Insert Official Email] (for Warmup Ventures), and shall be deemed received on the date of successful transmission.

23. MISCELLANEOUS / GENERAL PROVISIONS

23.1 Entire Agreement: This Agreement, together with the Platform Policies, constitutes the entire agreement between the parties and supersedes all prior discussions, negotiations, and agreements, whether written or oral, relating to its subject matter.

23.2 Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be deemed modified to the minimum extent necessary to make it enforceable.

23.3 Waiver: No failure or delay by Warmup Ventures in exercising any right under this Agreement shall operate as a waiver of such right.

23.4 Assignment: You may not assign or transfer this Agreement without the prior written consent of Warmup Ventures. Warmup Ventures may assign this Agreement to any Affiliate or successor entity without your consent.

23.5 Relationship of Parties: Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between you and Warmup Ventures.

23.6 Force Majeure: Warmup Ventures shall not be liable for any failure or delay in performance due to causes beyond its reasonable control.

24. CONTACT AND GRIEVANCE

24.1 For any questions, concerns, or grievances regarding this Agreement or the handling of your Submitted Data, you may contact us at:

Warmup Ventures LLP
LLPIN: ACA-9301
Address: G-250, RIICO Industrial Area, Mansarovar, Jaipur, Rajasthan, India, 302020
Email Id: partner@warmupventures.com
Mobile No: 9413959416
Website: www.warmupventures.com

SCHEDULE 1

Illustrative Categories of Submitted Data

Without limiting the definition of "Submitted Data", the following is an illustrative, non-exhaustive list of the types of information that may be submitted through the Website:

• Company/founder details: legal name, incorporation details, founder and team bios, contact information;
• Business model information: revenue model, go-to-market strategy, target customer segments, competitive positioning;
• Know-how and technology: proprietary processes, technical architecture, product roadmaps, algorithms, and trade secrets;
• Financial information: historical financial statements, unit economics, burn rate, and capitalisation table;
• Projections: revenue forecasts, growth projections, fundraising plans, and use-of-funds statements;
• Supporting documents: pitch decks, product demonstrations, term sheets, letters of intent, and due diligence materials.

SCHEDULE 2

Consent Acknowledgement (Clickwrap Text)

The following text (or a substantially similar form) is recommended to be displayed to Users as a mandatory checkbox at the point of account registration and/or immediately prior to submission of any Submitted Data, so as to record affirmative, informed consent:

"I have read and agree to the User Agreement and Terms of Use, including Clause 5 (Data Sharing and Disclosure), and I expressly consent to the information I submit being shared by Warmup Ventures with its Affiliates, Network, and third parties as described therein. I confirm that I have the authority to submit this information and to grant the rights described in the Agreement."

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