This Content License Agreement is between Intellectual Capital Advisory Services (P) Limited with its registered office at 701-B, Churchgate Chambers, 5 New Marine Lines, Mumbai – 400020 (hereinafter referred to as Intellecap which expression shall unless repugnant to the context thereof mean and include its successors and assigns) of the One Part; and the User of the Other Part. Use of the IDG Website signifies your agreement to the terms and conditions of use set forth below in the Agreement

• Intellecap maintains a web portal under the name India Development Gateway "IDG" for the purpose of facilitating a forum for Investors and Entrepreneurs
• To facilitate the IDG forum, Intellecap requires Data from the Users of the IDG portal
• The Users hereby have agreed to provide Content License for the Data provided to Intellecap to copy, cache, store, use, display, distribute, communicate and transmit the Data under this Agreement

Terms unless defined herein, shall have the same definition as provided in the User Agreement
Content License means license provided by the User to Intellecap under this Agreement to copy, cache, store, use, display, distribute, communicate and transmit the Data under this Agreement

Subject to the terms of this Agreement, the Users hereby grant a non-exclusive, worldwide, royalty free license to Intellecap to use and reproduce the Data provided by the Users on the IDG website. All Intellectual property rights relating to the Data, are herby retained by the Users.

The Users shall ensure that the Data supplied by the User is in accordance with requirements of the IDG Website. IDG shall have the right to request the User to modify, amend, delete Data or parts of Data to suit the requirements of IDG website.

Intellecap undertakes:

• That the Data as provided by the Users will be displayed on the IDG website.
• That the Data provided by the Users will not be misused or abused by Intellecap resulting in the diminishing of value of the Data or the reputation of the Users.
• To take reasonable measures to ensure that the Data provided by the Users is not modified or altered in any way and will ensure that no person does so.
• That the Users will be notified if there is any error in the Data provided by the Users. Information to assist in rectifying the defect will also be provided to the Users.
• Copyright and Trademark notices for the Data provided by the Registered Users will be displayed next to the Data.

Users may log into their Accounts to verify, modify, add and delete Data uploaded on to the IDG Website, provided however a request to Intellecap to effect such change is required to be placed. IDG shall at its discretion approve such change or request for modification of the Data if it deems that such Data is not in is in accordance with requirements of the IDG Website.

1. The Users shall at all times be the owners of the Data provided to Intellecap to be displayed on the IDG website.
2. Save and except as provided in Clause 6.2, Intellecap shall retain the ownership of the website, Data and all Intellectual Properties connected to it.

The User hereby represents and warrants that

• If the User is an individual, it represents and warrants to Intellecap, that it is not a minor, is of sound mind, in good standing, and capable of entering into this Content License Agreement.
• If the User is not an individual, it represents and warrants to Intellecap, that it is an entity, which is validly existing and in good standing under the laws of the country in which it has been set up.
• The User hereby represents and warrants that it is the sole, exclusive, unencumbered and absolute owner of all the Data uploaded on the IDG website.
• The User hereby warrants that the data uploaded on to the IDG website does not infringe any intellectual property rights of any third party.
• The User hereby warrants that it would ensure the accuracy of data uploaded on to the IDG website but gives no warranties and makes no representations express or implied regarding the accuracy, quality or completeness of the data or its fitness for any purpose.

Intellecap hereby warrants and represents

• IDG Site acts as an exchange of Data between those who provide Data to the Site and those who wish to use such the Data. Intellecap grants no rights and makes no warranties regarding the use of names, people, trademarks, trade dress, patented or copyrighted designs or works of art or architecture or other forms of intellectual property represented in any Data. While reasonable efforts have been made by IDG, IDG does not warrant the accuracy of such information.
• Intellecap does not represent or warrant that the Data will meet the Users requirements or that its use will be uninterrupted or error free the entire risk as to the quality and performance of the Data is with the user.
• Intellecap hereby warrants that the Data is provided as is’ without representation, warranty or condition of any kind, either express or implied, including, but not limited to the implied representations, warranties or conditions of merchantability, or fitness for a particular purpose.
• That the IDG website does not infringe the intellectual property rights of any third party.

THE DATA IS PROVIDED AS IS WITHOUT REPESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

Each Party recognizes any Data made available by any Party shall be under the sole ownership and title of such disclosing Party and the intellectual property rights attached thereto shall belong to such Party. The receiving Party agrees not to use, employ or attempt to register any marks or trade names, which are similar to those in which the disclosing Party has Intellectual Property Rights, in any manner whatsoever.
The Data on IDG are solely for the purpose of facilitating investment by Investors and cannot be used by the receiving Party for any other purpose. Copying or storing of any Data for reasons other than facilitating investment is expressly prohibited without the prior written permission from the holder of the intellectual property rights.

Intellecap shall not be liable for any information or Data uploaded on IDG, nor shall it be liable for a breach by one User vis-à-vis another User, relating to any transaction or Business Relationship between the Parties concerned. Any disputes arising between two or more Users shall not fall within the scope of this Agreement.
In no event shall Intellecap be liable to any Party for any direct, indirect, special or other consequential damages arising from the use of IDG, or on any other hyperlinked website, including, without limitation, any lost profits, business interruption, loss of programs or other data on information handling system or otherwise, even if expressly advised of the possibility of such damages.

Each User agrees to indemnify, defend and hold Intellecap, and all its officers, directors, owners, employees, affiliates, (collectively, the Indemnified Parties) harmless from and against any and all liability and costs incurred by the Indemnified Parties in connection with any claim arising out of any breach by the User of this Content License Agreement or the foregoing representations, warranties and covenants, including, without limitation, attorneys’ fees and costs. The User shall cooperate as fully as reasonably required in the defense of any claim. Intellecap reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the User and the User shall not in any event settle any matter without the written consent of Intellecap.

The IDG website, including all Data, content, software, functions, materials and information made available on or accessed through the IDG website, is provided 'as is' to the fullest extent permissible by law. Intellecap makes no representation or warranties of any kind whatsoever for the Data on the web site or the materials, information and functions made accessible by the software used on or accessed through the company web site, for any products or services or hypertext links to third parties or for any breach of security associated with the transmission of sensitive information through the IDG web site or any linked site. Further, Intellecap disclaims any express or implied warranties, including, without limitation, non-infringement, merchantability or fitness for a particular purpose. Intellecap does not warrant that the functions contained in the IDG web site or any materials or Data contained therein will be uninterrupted or error free. Intellecap shall not be liable for the information uploaded on the IDG website by users, Groups, Partners and third parties.

This Content License Agreement and the rights and obligations of the Parties shall be governed in accordance with the laws of India.

Any dispute, controversy or claim arising out of or in connection with this Content License Agreement, including the breach, termination or invalidity thereof between any of the Users on the one hand, and Intellecap or IDG on the other hand, shall be referred to and finally settled by binding arbitration under the Arbitration and Conciliation Act, 1996, by a panel of three arbitrators. The disputing User shall appoint one arbitrator and Intellecap shall appoint one arbitrator. The two Party appointed arbitrators shall appoint the presiding arbitrator of the panel. The substantive law of arbitration shall be Indian law.

1. Any amendment or modification in connection with the Content License Agreement will be effective only if done in writing and signed by both the Registered User and Intellecap.
2. Intellecap may not sub license the Data provided by the Registered User, unless it has notified the User of the same
3. The waiver by either party of a breach or default of any provisions of this Content License Agreement by the other party shall not be a waiver of any succeeding breach of the same or other provisions of this Content License Agreement.
4. If a provision of this Content License Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not effect the validity or enforceability in that jurisdiction of any other provision of this Content License Agreement, or the validity or enforceability in other jurisdictions of that or any other provision of this Content License Agreement.
5. The Parties agree that Intellecap shall be entitled to freely assign its rights and benefits under this Content License Agreement.
6. The User shall not assign this Agreement without the Intellecap prior written consent