Terms of Use

"Authorised User" means an individual who is authorised by a Client Company to access and use the Platform on its behalf in accordance with these Terms.

"Applicable law" means any applicable law, statute, ordinance, rule, regulation, notification, circular, guideline, judgment, decree, order, or other legally binding requirement issued by any governmental, statutory, judicial, or regulatory authority having jurisdiction.

"Equilay," "we," "our," or "us" refers to Equilay and, where applicable, its affiliates and authorised representatives directors, officers, employees, representatives, agents, successors, and permitted assigns.

"Content" means any data, information, documents, records, text, images, files, communications, or other materials uploaded, submitted, transmitted, stored, or otherwise made available by the User or the Client Company through the Platform.

"Client Company" means any company, body corporate, partnership, LLP or other legal entity that has engaged Equilay to provide the Services and whose authorised users access the Platform.

"Client Data" means all company, shareholder, employee, financial, valuation, ESOP, cap table, document, personal, and business data uploaded, submitted, generated, processed, transmitted, or stored through the Platform by or on behalf of a Client Company.

"Confidential Information" means any non-public information disclosed by either party, including business, financial, technical, operational, legal, commercial, customer, shareholder, employee, valuation, or strategic information, whether disclosed orally, electronically, visually, or in writing.

"Cookie Policy" means the policy describing how Equilay uses cookies and similar technologies to collect information, understand user behaviour and preferences, improve performance, and allow users to manage their cookie settings.

"User" means any individual or legal entity that accesses or uses the Services or the Platform.

"Platform" means the Equilay website, web application, software platform, dashboards, tools, modules and related digital interfaces through which the Services are provided.

"Privacy Policy" means the Equilay privacy policy available on the Platform as updated from time to time.

"Paid Services" means any subscription, advisory, valuation, implementation, consulting, or other Services for which Equilay charges a fee.

"Personal Data" shall have the meaning assigned to it under applicable data protection laws.

"Services" means Equilay's equity management platform, technology solutions, advisory services, valuation services, cap table management tools, ESOP design and management support, shareholder agreement, M&A advisory, equity succession planning, compliance support and other products, features, or services made available by Equilay from time to time.

"Third Party" means any individual, company, organization, or other legal entity other than the Company, the User, or the Client Company.

By accessing, browsing, registering for, or using the Platform or Services, you confirm that you have read, understood, and agree to be bound by these Terms of Use, the Privacy Policy, Cookie Policy, and any applicable order form, subscription plan, or service agreement. If you do not agree, you must not access or use the Platform or Services.

The use of the Platform is available only to persons who can form legally binding contracts under applicable laws of India. Persons who are "incompetent to contract" within the meaning of the Indian Contract Act, 1872 including minors, un-discharged insolvents etc. are not eligible to use the Platform.

The Equilay reserves the right to terminate your membership and/or refuse to provide you with access to the Platform if it is brought to Equilay notice or if it is discovered that you are less than eighteen (18) years of age. Where an individual accesses the Platform on behalf of a Client Company, such individual represents that they are authorised to act on behalf of and bind the Client Company. Users must be at least eighteen (18) years of age.

To access certain features of the Platform, Users may be required to create an account or be provided with login credentials by Equilay or the Client Company. The User is responsible for:

• maintaining the confidentiality of their username, password, authentication credentials, and account information
• ensuring that account credentials are not shared with unauthorized persons
• all activities conducted through their account, whether authorized or unauthorized, unless caused by Equilay's negligence or security breach
• promptly notifying Equilay of any suspected or actual unauthorized access, security breach, or misuse of their account

Equilay may require Users to reset passwords, enable additional authentication measures, suspend accounts, or take other reasonable security measures where necessary to protect the Platform, Users or Client Companies.

The user may only use the Platform to avail the Services that may be offered on the Platform by Equilay. You agree not to use the Platform for any purpose that is unlawful, illegal or forbidden by the Terms and Conditions, or any applicable laws.

Equilay may at any time and without prior notice or liability, impose additional requirements and restrictions or suspend, terminate or restrict your access to the Platform, if it comes to our notice that you have breached the Terms and Conditions, Privacy Policy and any applicable laws.

The User shall provide complete, accurate and up-to-date financial, corporate, business and personal information wherever required for the provision of the Services. Equilay shall be entitled to rely on the accuracy of such information and shall not be liable for any consequences arising from incomplete, inaccurate or misleading information provided by the User or the Client Company.

The User agrees:

• Not to use the services for any illegal, fraudulent or unauthorized purposes
• To comply with all applicable laws and regulations while availing the services
• To make timely payments of all applicable fees, charges, or dues
• Not to copy, reproduce, or misuse any documents, deliverables, software or intellectual property provided by the Equilay
• To cooperate with the Equilay by providing necessary documents, approvals and inputs required for execution of services
• Shall not upload false ownership records, misrepresent shareholder information, upload data without authority, interfere with platform operations, reverse engineer, hacking, introducing malware, scraping data, bypassing security, using bots, attempting unauthorized access
• In relation to services, the User shall ensure that all instructions, content and materials provided to the Equilay do not violate any law or third-party rights

Client Content License

The User grants Equilay a worldwide, non-exclusive, royalty-free licence to host, store, reproduce, process, transmit and use the Content solely for the purpose of providing the Services.

Equilay may update, modify, improve, suspend or discontinue any part of the Platform or Services from time to time for operational, technical, legal, security or business reasons. Where reasonably practicable, Equilay may provide prior notice of material changes affecting core functionality or paid Services.

Service Availability and Maintenance

Equilay will use commercially reasonable efforts to make the Platform and Services available. However, uninterrupted, error-free, or continuous availability is not guaranteed. Equilay may temporarily suspend or limit access to any part of Platform or any Services for:

• Scheduled maintenance, emergency maintenance, security updates
• Software upgrades, infrastructure improvements
• Compliance with applicable laws
• Circumstances beyond Equilay's reasonable control

Where reasonably practicable, Equilay will provide advance notice of scheduled maintenance that is expected to materially affect the availability of the Platform or services. Equilay shall not be liable for temporary interruptions or downtime resulting from such maintenance or other events beyond its reasonable control.

Equilay acknowledges that, in the course of providing the Services, it may receive confidential and proprietary information relating to the User or the Client Company, including without limitation financial information, capitalization tables, shareholder records, employee information, valuation reports, agreements, business strategies and other commercially sensitive information ("Confidential Information").

Each party agrees to maintain the confidentiality of such Confidential Information and shall not disclose it to any third party except:

• (a) where required by Applicable Law or any court or regulatory authority
• (b) to its employees, consultants, professional advisers, auditors, or service providers on a need-to-know basis and subject to appropriate confidentiality obligations; or
• (c) with the prior written consent of the disclosing party

Confidential Information does not include information that (a) becomes publicly available; (b) is required by law; (c) was already known; (d) is independently developed; (e) is disclosed with consent.

The obligations under this clause shall survive the termination or expiration of this Terms and Conditions.

Services offered through the Platform may be subject to subscription fees or other charges. The applicable fees, billing terms, payment schedule and Scope of Services shall be communicated through the relevant subscription plan, quotation, order form, proposal or separate written agreement.

Unless otherwise agreed in writing:

• all fees are payable in accordance with the applicable invoice or subscription plan
• all fees are exclusive of applicable taxes, duties, levies, or governmental charges, including Goods and Services Tax (GST), which shall be borne by the User or client company where applicable
• the User or Client Company shall ensure timely payment of all applicable fees

Equilay reserves the right to suspend or restrict access to the Platform or Paid Services if any undisputed payment remains overdue after providing reasonable notice, until all outstanding amounts are paid.

Unless otherwise expressly agreed in writing, fees paid for subscription access, advisory services, valuation services, implementation services, or other Paid Services are non-refundable. Any refund, credit, or waiver shall be at Equilay's sole discretion or as otherwise required under applicable law. Where applicable, subscription plans may automatically renew for successive subscription periods unless cancelled.

The Platform, its Services, software, source code, designs, trademarks, logos, trade names, documentation, reports, templates and all other materials developed or owned by Equilay are and shall remain the exclusive intellectual property of Equilay. Nothing contained in this Terms and Conditions shall be construed as granting the User any ownership rights in such intellectual property, except for a limited, non-exclusive, non-transferable and revocable licence to access and use the Platform and Services in accordance with these Terms and Conditions.

The User shall retain ownership of all Content uploaded or submitted to the Platform. The User grants Equilay the limited licence set out under the "Client Content and Licence" clause solely for the purpose of providing the Services.

Any feedback, suggestions, ideas or recommendations submitted by a User may be used by Equilay to improve the Platform and Services without any obligation to compensate the User.

Equilay may suspend or terminate a User's or Client Company's access to the Platform or Services, in whole or in part, with or without prior notice where permitted by applicable law, if:

• these Terms are breached
• applicable fees remain unpaid
• the Platform is used in violation of applicable law
• fraudulent, unauthorised, or harmful activity is suspected
• continued access may expose Equilay, its Users, or third parties to legal, operational, or security risks

A User or Client Company may discontinue use of the Platform or terminate its subscription in accordance with the applicable subscription plan or any separate written agreement.

Upon termination or expiry:

• the User's right to access and use of the Platform shall immediately cease
• Equilay may suspend or deactivate user accounts
• any outstanding payment obligations shall remain payable
• Client Data may be retained, returned or deleted in accordance with Equilay's Privacy Policy, applicable law and any separate written agreement between the parties

Prior to account termination, Customers may export their available data using the provided export features. Following account closure, Equilay may permanently delete Customer data in accordance with its Privacy Policy.

Equilay may collect, use, store, disclose and process personal information in accordance with its Privacy Policy, Cookie Policy, the Digital Personal Data Protection Act, 2023, the Digital Personal Data Protection Rules, 2025 and other applicable laws. By accessing or using the Platform and Services, the User consents to such collection and use of information. Users are advised to review the Privacy Policy available on the Equilay Platform for detailed information on how their data is handled.

The User expressly understands and agrees that Equilay and its directors, officers, employees, representatives and agents shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, goodwill, data, business opportunities, or other intangible losses arising out of or in connection with the use of, or inability to use, the Platform or the Services, any interruption or delay in the Services, reliance on any information or advisory provided by Equilay, technical failures, or any unauthorized access or security breach beyond Equilay's reasonable control.

Where the User accesses or uses the Services under a free trial or without payment of any fees, Equilay shall have no monetary liability to such User to the maximum extent permitted by Applicable Law.

The User agrees to indemnify and hold harmless the Equilay and its directors, officers and employees from any claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of or in connection with the User's use of the Services, violation of these Terms, infringement of any third-party rights or submission of any inaccurate or misleading information.

Equilay shall not be liable for any delay or failure in the performance of its obligations under these Terms and Conditions where such delay or failure results from events beyond its reasonable control, including but not limited to acts of God, natural disasters, epidemics, pandemics, war, terrorism, civil unrest, labour disputes, governmental actions, internet failures, power outages, cyberattacks, failures of third-party service providers, or other similar events. Performance of the affected obligations shall be suspended for the duration of the Force Majeure event.

The Terms and Conditions are governed by and construed in accordance with the laws of India. By using the Equilay Platform you hereby irrevocably consent to the jurisdiction of competent courts in Hyderabad, India, in the event of any disputes arising out of or in relation to your access to and use of the Platform.

The Services and the Platform are provided on an 'as is' and 'as available' basis, without any representations or warranties of any kind, whether express or implied. Equilay does not warrant that any outputs, reports, dashboards, valuation references, compliance workflows, or advisory materials provided through the Platform will be error-free, complete or suitable for every specific business, legal, tax, regulatory, investment, or accounting purpose.

The accuracy and reliability of such outputs may depend on the completeness, accuracy, timeliness, and quality of the information provided by the User or Client Company, as well as any assumptions, methodologies, or third-party information used in preparing them.

If you have any questions, concerns, or require any clarification regarding these Terms and Conditions or the Services, you may contact the Company at: