Terms &
Conditions

These are the 'Terms & Conditions' ("Terms") of Capital Pillars Pvt. Ltd. (hereinafter referred to as "Capital Pillars") for the engagement of any person (whether a natural person or a juristic person), who is desirous of acting as a 'channel partner' ("Channel Partner") (whether directly or through its Authorized Personnel in case the Channel Partner is a juristic person) for Capital Pillars and who has accepted these terms to access Capital Pillars' proprietary digital platform including its software available at www.capitalpillars.com (the "Platform") and to avail the Services (as defined below).

1. DEFINITIONS

As used in these Terms, the following terms shall have the meanings set forth below:

• 1.1 "Account" means the account created by the Channel Partner on the Platform, using the Credentials to avail the Services.
• 1.2 "Applicable Laws" shall mean any statute, law, rules, regulation, ordinance, notification, order, decree, judgment, rule of common law, government approvals, bye-laws, or other governmental restrictions or any administrative order or notice in effect as of the date of these Terms or anytime thereafter.
• 1.3 "Authorized Personnel" means, in case of a Channel Partner which is a juristic person, such natural person who is employed with the Channel Partner and is duly authorized by such Channel Partner to access the Account and procure the Services on behalf of the Channel Partner.
• 1.4 "Credentials" means the credentials assigned to the Channel Partner including the password, using which the Channel Partner can access the Account.
• 1.5 "Client" means the person/customer for whom the Channel Partner is sourcing the Financial Products through the Platform.
• 1.6 "Financial Products" means loan(s) for which the Channel Partner facilitates/sources the applications to be made to financial institutions/lenders on behalf of the Client.
• 1.7 "Intellectual Property Rights" means all rights in and in relation to all intellectual property rights (including the Platform) subsisting in the products, software, processes, etc. manufactured, developed, being developed, and/or proposed to be developed by Capital Pillars, including all patents, patent applications, moral rights, trademarks, trade names, service marks, service names, brand names, internet domain names and sub-domains, inventions, processes, formulae, copyrights, business and product names, logos, slogans, trade secrets, industrial models, designs, database rights, methodologies, computer programs (including all source codes, technical information, manufacturing, engineering, and technical drawings, know-how, all pending applications for and registrations of patents, entity models, trademarks, service marks, copyrights, designs, and internet domain names and sub-domains) and all other intellectual property or similar proprietary rights of whatever nature (whether registered or not and including applications to register or rights to apply for registration) in each case anywhere in the world.
• 1.8 "Licensed Material" means technical documentation, user manual, and other related materials relating to the Platform and the Services (if any).
• 1.9 "Services" means simplifying the distribution of the Financial Products using different features of the Platform.
• 1.10 "Parties" means Capital Pillars and the Channel Partner collectively referred to.
• 1.11 "Party" means each of Capital Pillars and the Channel Partner individually referred to.
• 1.12 "Terms" means these Terms, its schedules, and exhibits together with all amendments as approved in writing by the Parties from time to time.

2. INTERPRETATION

Unless otherwise required by the context in these Terms:

• 2.1 The Annexures form part of these Terms and shall have effect as if set out in full in the body of these Terms. Any reference to these Terms includes its Annexure.
• 2.2 These Terms are a sub-set of the Terms of Use of the Company available on the Platform ("TOU") especially applicable on Users (as defined in the TOU) who are Channel Partners. The Channel Partners are notified that these Terms, the TOU read along with the privacy policy available on the Platform form the entire understanding between the Parties.
• 2.3 Any expression used in capitalized form which is not defined specifically shall bear the meaning assigned to the same in the TOU or the Privacy Policy.
• 2.4 Clause, Schedule, and paragraph headings shall not affect the interpretation of these Terms.
• 2.5 Unless the context otherwise requires, words in the singular shall include the plural, and in the plural shall include the singular.
• 2.6 Reference to Channel Partner shall include the reference to the Authorized Personnel unless otherwise indicated.
• 2.7 Any words following the terms including, include, in particular, for example, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase, or term preceding those terms.

3. ELIGIBILITY AND REQUIREMENTS TO ON-BOARD

• 3.1 The Channel Partner acknowledges: (a) In case the Channel Partner is a natural person, that he/she has attained 18 (eighteen) years of age and is a citizen and a resident of India; or (b) In case the Channel Partner is a juristic person, that its Authorized Personnel has attained 18 (eighteen) years of age and is a citizen and a resident of India.
• 3.2 No entry fee is required to be paid for participating in these Terms; however, Capital Pillars may modify/vary these Terms to include such fees as it may deem fit.
• 3.3 The Channel Partner is required to create its Account in order to access the Platform and avail the Services in the manner set in the TOU. The Channel Partner is obligated to maintain confidentiality of the Credentials and for any loss arising to him/her/it on account of any unauthorized access to the Platform using his/her/its Credentials or otherwise.
• 3.4 The Channel Partner shall provide true, accurate, current, and complete information while registering its Account on the Platform and undertakes to update/inform Capital Pillars of any change in the information from time to time as it has a direct bearing on the provision of Services or which has any adverse impact on the Clients.
• 3.5 The Channel Partner consents to the collection, processing, and use of its personal information and also consents to receiving communication in all forms and kinds (including promotional messages) from Capital Pillars including via WhatsApp, Email, SMS, and calls. The Channel Partner consents to waive the do-not-disturb ("DND") protocol for the purpose of the communications stipulated herein in the event he/she/it has subscribed to the same.
• 3.6 Capital Pillars reserves the right to cancel these Terms and/or amend the Terms without notice. Any changes to the Terms, or cancellation of the Terms, will be posted on Capital Pillars' website and it will be the responsibility of the Channel Partner to keep himself/herself/itself apprised of the same. Any continued use of the Platform after such change/amendment will mean that the Channel Partner has consented to such changed terms.
• 3.7 For participating in the Platform, the Channel Partner is required to login using its/his/her Credentials.

4. RELATIONSHIP BETWEEN THE CHANNEL PARTNER AND CAPITAL PILLARS

• 4.1 This Agreement is entered between the Parties on a principal to principal basis. The relationship between the Channel Partner and Capital Pillars shall be governed exclusively by these Terms and notwithstanding any nomenclature used in these Terms, no presumption of any relation in the nature of agency, joint venture, partnership, or functionality shall be presumed or shall exist. Neither Party is acting as a fiduciary for or as an advisor to the other Party in respect of these Terms.
• 4.2 Use of the Company's logo by the Channel Partner is strictly prohibited except for the limited use as required to discharge their obligation under these Terms.
• 4.3 The Channel Partners shall act within the mandate provided by the Company and shall not do an act or omit to do an act or be part of an activity that conflicts with the business interests of the Company or jeopardizes its business or reputation.

5. GRANT OF LICENSE

• 5.1 Capital Pillars hereby grants to the Channel Partner, subject to payment of requisite fee (if any), a non-exclusive, non-assignable, license to access the Platform and use Services made available on the Platform, solely for business purposes and in accordance with the conditions of these Terms and the TOU.
• 5.2 Notwithstanding anything contained in these Terms or TOU, in case of any discrepancy between the terms of these Terms and TOU, the terms of these Terms shall prevail.

6. SOURCING OF THE FINANCIAL PRODUCTS

• 6.1 The Channel Partner shall source Financial Products from the various financial institutions and lenders listed on the Platform and shall ensure that all information provided to such financial institutions and lenders is accurate, complete, and up-to-date.
• 6.2 The Channel Partner shall not misrepresent any information to the Clients or the financial institutions and shall act in good faith throughout the loan application process.
• 6.3 Capital Pillars reserves the right to add or remove any financial institution or lender from the Platform at its sole discretion without prior notice to the Channel Partner.

7. LIMITED LICENSE AND PROHIBITED CONDUCT

• 7.1 The Channel Partner shall not use the Platform for any unlawful purpose or in any manner that could damage, disable, overburden, or impair the Platform or interfere with any other party's use and enjoyment of the Platform.
• 7.2 The Channel Partner shall not attempt to gain unauthorized access to any portion of the Platform, other accounts, computer systems, or networks connected to the Platform through hacking, password mining, or any other means.
• 7.3 The Channel Partner shall not use the Platform to solicit personal information from any Client for purposes other than loan processing as specified in these Terms.

8. OWNERSHIP OF LICENSED MATERIALS AND RESTRICTION

• 8.1 The Channel Partner acknowledges that all Intellectual Property Rights in the Platform and Licensed Materials are and shall remain the exclusive property of Capital Pillars.
• 8.2 The Channel Partner shall not copy, modify, reproduce, reverse engineer, disassemble, or create derivative works based on the Platform or any part thereof.
• 8.3 The Channel Partner shall not remove, alter, or obscure any copyright, trademark, or other proprietary rights notices from the Platform or Licensed Materials.

9. FEE AND CHARGES

• 9.1 Capital Pillars reserves the right to charge fees for certain Services provided through the Platform. Such fees, if any, shall be communicated to the Channel Partner in advance.
• 9.2 The Channel Partner shall be responsible for all taxes, duties, and other governmental charges applicable to the Services provided to the Channel Partner.
• 9.3 Capital Pillars may change the fee structure at any time with prior notice to the Channel Partner.

10. CONFIDENTIALITY INFORMATION

• 10.1 The Channel Partner agrees to maintain the confidentiality of all non-public information obtained from Capital Pillars, including but not limited to business strategies, client lists, technical information, and trade secrets.
• 10.2 The Channel Partner shall not disclose such confidential information to any third party without prior written consent from Capital Pillars, except as required by law.
• 10.3 The confidentiality obligations shall survive the termination of these Terms.

11. DATA AND PRIVACY

• 11.1 The Channel Partner agrees to comply with all applicable data protection laws and regulations in handling Client data.
• 11.2 The Channel Partner shall ensure that all Client data is collected, processed, and stored in accordance with the Privacy Policy of Capital Pillars and applicable laws.
• 11.3 The Channel Partner shall not use Client data for any purpose other than facilitating loan applications as specified in these Terms.

12. INDEMNIFICATION

• 12.1 The Channel Partner agrees to indemnify and hold harmless Capital Pillars, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including legal fees) arising out of or related to the Channel Partner's breach of these Terms or misuse of the Platform.
• 12.2 Capital Pillars agrees to indemnify and hold harmless the Channel Partner from any claims arising out of Capital Pillars' breach of these Terms or infringement of any intellectual property rights.

13. INTELLECTUAL PROPERTY RIGHTS

• 13.1 The Channel Partner acknowledges that all Intellectual Property Rights in the Platform, Licensed Materials, and Services are and shall remain the exclusive property of Capital Pillars.
• 13.2 The Channel Partner shall not acquire any rights in any Intellectual Property Rights by virtue of these Terms except as expressly granted herein.
• 13.3 The Channel Partner shall not challenge the validity of any Intellectual Property Rights owned by Capital Pillars.

14. TERM, TERMINATION, AND VIOLATION

• 14.1 These Terms shall remain in effect until terminated by either Party in accordance with these Terms.
• 14.2 Capital Pillars may terminate these Terms immediately without notice if the Channel Partner breaches any provision of these Terms.
• 14.3 The Channel Partner may terminate these Terms by providing 30 days' written notice to Capital Pillars.
• 14.4 Upon termination, the Channel Partner shall cease using the Platform and return or destroy all Licensed Materials and confidential information in its possession.

15. REPRESENTATION AND WARRANTIES

• 15.1 The Channel Partner represents and warrants that: (a) it has the legal capacity to enter into these Terms; (b) it will comply with all applicable laws and regulations; (c) the information provided to Capital Pillars is accurate and complete; and (d) it will not use the Platform for any illegal purpose.
• 15.2 Capital Pillars represents and warrants that it has the right to grant the license and provide the Services as specified in these Terms.

16. LIMITATION OF LIABILITY

• 16.1 In no event shall Capital Pillars be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from the Channel Partner's use or inability to use the Platform.
• 16.2 Capital Pillars' total liability to the Channel Partner under these Terms shall not exceed the fees paid by the Channel Partner to Capital Pillars in the twelve months preceding the claim.

17. EXCLUSIVITY

• 17.1 The Channel Partner is not required to work exclusively with Capital Pillars and may engage with other similar platforms or financial institutions.
• 17.2 However, the Channel Partner shall not use any confidential information obtained from Capital Pillars to benefit competitors.

18. ARBITRATION

• 18.1 Any dispute arising out of or in connection with these Terms shall be referred to arbitration in accordance with the Arbitration and Conciliation Act, 1996.
• 18.2 The arbitration shall be conducted by a sole arbitrator appointed by mutual agreement of the Parties.
• 18.3 The seat of arbitration shall be New Delhi, India, and the language of arbitration shall be English.

19. GOVERNING LAW AND JURISDICTION

• 19.1 These Terms shall be governed by and construed in accordance with the laws of India.
• 19.2 Subject to the arbitration clause, any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts in New Delhi, India.

20. FORCE MAJEURE

• 20.1 Neither Party shall be liable for any failure or delay in performance under these Terms if such failure or delay is caused by events beyond the reasonable control of the affected Party, including but not limited to acts of God, war, terrorism, strikes, or government actions.
• 20.2 The affected Party shall notify the other Party in writing of such force majeure event and use reasonable efforts to resume performance as soon as practicable.

21. NOTICES

• 21.1 All notices under these Terms shall be in writing and delivered to the addresses specified below or such other address as either Party may designate by written notice.
• 21.2 Notices to Capital Pillars shall be sent to: care.capitalpillar@gmail.com
• 21.3 Notices to the Channel Partner shall be sent to the email address provided during registration.

22. MISCELLANEOUS PROVISIONS

• 22.1 These Terms constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior agreements, understandings, and negotiations.
• 22.2 No waiver of any provision of these Terms shall be effective unless in writing and signed by the Party against whom the waiver is sought.
• 22.3 If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
• 22.4 The Channel Partner may not assign or transfer these Terms without prior written consent from Capital Pillars.
• 22.5 These Terms shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.