Terms and Conditions

1.1. The Participants: We, the person or legal entity accessing or using the Platform (henceforth referred to as the "User"), and Aarvasa Innovations Pvt. Ltd., a private limited company incorporated under Indian law with its registered office in Bhopal, Madhya Pradesh, India (henceforth referred to as "Aarvasa," "Company," "we," "us," or "our"), have entered into this Agreement.

1.2. Platform: Aarvasa's websites (including all subdomains), mobile applications, software, application programming interfaces (APIs), notifications, and all related services, tools, and content will all be referred to as the "Platform" for the purposes of this Agreement.

1.3. Binding Nature: This Agreement constitutes the whole, comprehensive, and exclusive agreement between you and Aarvasa, together with our Privacy Policy, Investment Risk Disclosure, Fee Schedule, and any other rules or policies published on the Platform. All previous and current written or verbal agreements, proposals, or representations pertaining to its subject matter are superseded by this agreement.

1.4. Consent: By selecting "I Agree," registering, or using the Platform in any other way, you attest that you have read, comprehended, and agree to be bound by all of the terms stated here. You must stop using the Platform right away if you disagree with any part of this agreement.

2.1. Definitions:

• (a) "Affiliate" refers to any other entity that either directly or indirectly controls, is controlled by, or shares control with an entity.
• (b) "AI Insights" refers to the data, analytics, market forecasts, and other information produced by Aarvasa's in-house algorithms and offered solely for informational purposes.
• (c) "AML" stands for Anti-Money Laundering according to the Prevention of Money Laundering Act, 2002 (PMLA).
• (d) "AR/VR Content" refers to the representations of properties in virtual and augmented reality.
• (e) "Confidential Information" is any non-public information that is designated as confidential or that, given the circumstances of disclosure and the nature of the information, should be interpreted as such. This includes information that is communicated verbally or in writing between two parties.
• (f) A "Force Majeure Event" is any event that is beyond a party's reasonable control, such as a pandemic, epidemic, war, terrorism, riot, civil unrest, fire, flood, earthquake, governmental action, utility failure, or an act of God.
• (g) "Intellectual Property Rights" refers to any type of intellectual property rights that are acknowledged in any jurisdiction, including trade secrets, trademarks, copyrights, patents, and moral rights.
• (h) "Investment Services" describes the Platform's facilitation services for real estate investment opportunities, which can be set up as fractional ownership through a Special Purpose Vehicle (SPV) or other legally acceptable methods.
• (i) "KYC" stands for "Know Your Customer," which is the procedure required by Indian law to confirm our users' identities.
• (j) "Leasing Automation" is the set of tools for automating certain parts of the property leasing lifecycle.
• (k) A "Material Breach" is defined as a violation of this Agreement that is so serious that it compromises the entire agreement.
• (l) "property" is a real estate asset listed on the Platform.
• (m) "RERA" refers to The Real Estate (Regulation and Development) Act, 2016 and the regulations of the applicable state authority.
• (n) "SEBI" refers to The Securities and Exchange Board of India.
• (o) "Special Purpose Vehicle" or "SPV" refers to a legal entity, usually a limited liability partnership (LLP) or private limited company, established to hold title to a particular property in order to facilitate fractional investment.
• (p) "User Content" refers to any information that a User uploads, posts, or transmits on the Platform, including text, images, reviews, and other materials.

3.1. Qualifications: According to the Indian Contract Act of 1872, you must either (i) be an individual who is at least eighteen years old and competent to enter into contracts, or (ii) a legally recognized organization (company, limited liability partnership, or trust) that is properly structured and operative under the laws of your jurisdiction. Persons of Indian Origin (PIOs) and Non-Resident Indians (NRIs) are required to abide by the Foreign Exchange Management Act of 1999 (FEMA).

3.2. Account Registration and Security:
(a) During the registration process, you promise to provide true, accurate, complete, and current information, and to keep it updated to ensure its accuracy.
(b) All activities carried out through your account and password security are entirely your responsibility. If you violate this security requirement, Aarvasa cannot and will not be responsible for any loss or damage.
(c) If you suspect or confirm any unauthorized use of your account, you must contact us right away at security@aarvasa.com.

3.3. Warranties and Representations by Users: You certify, warrant, and covenant that:
(a) You are fully authorized by law to enter into and carry out your responsibilities under this agreement.
(b) No applicable law, rule, or ordinance will be broken by your use of the Platform.
(c) Neither an Indian nor an international sanctions list contains your name.
(d) All money invested via the Platform comes from legal sources and isn't the result of illicit activity.

4.1. Platform Characteristics: According to the Information Technology Act of 2000, Aarvasa is a "intermediary" and a provider of technology services. We offer an impartial platform for bringing together players in the real estate market. Unless otherwise specified in a separate, written agreement, we are not a real estate broker, developer, portfolio manager, or investment advisor.

4.2. Property Listings & Information: Since property listings are supplied by third parties, we have no control over their content. All information, including title, RERA registration, approvals, and physical condition, must be independently verified by users.

4.3. AR/VR Content: For visualization purposes, this content is a digital simulation. It shouldn't be taken as a to-scale or entirely accurate depiction of the finished property. There could be differences in views, colors, finishes, and sizes.

4.4. AI Insights: These computer-generated insights are predicated on past data and presumptions. They do not represent financial advice and are not a predictor of future market performance. Your own knowledgeable financial and legal advisors should be consulted before making any investment decisions.

5.1. Recognition of High Risk: Investing in real estate is speculative and carries a high degree of risk, including the possibility of losing your entire investment and the risk of liquidity. Only experienced users who are prepared to accept these risks are supposed to use the platform.

5.2. No Advisory Services: Aarvasa does not offer tax, legal, or financial advice. No recommendation, solicitation, or offer to purchase or sell any security or investment is made by the information on the Platform. Your investment choices are entirely up to you.

5.3. Investment Structure: Generally, investments made possible by the Platform are set up as fractional ownership through an SPV. In this model:
(a) You purchase securities in an SPV, such as shares or a partnership interest.
(b) The underlying property's legal title is held by the SPV.
(c) Through the SPV, you have indirect ownership.
(d) You must carefully review the specific shareholders' agreement, LLP agreement, and private placement memorandum ("Offer Documents") for that SPV as they will govern all rights, obligations, and terms pertaining to the investment. The Offer Documents take precedence over this Agreement.

5.4. Required Compliance with KYC/AML:
(a) Before making any investments, you must successfully finish our KYC and AML verification process. Government-issued identification (such as an Aadhaar card or PAN card) must be presented for this.
(b) If we suspect any non-compliance with AML regulations, we reserve the right to refuse or suspend your account and to request more information at any time.

5.5. Funds Flow: To guarantee that funds are utilized for the intended purpose of purchasing real estate, all investment funds will be transferred via a legally compliant mechanism, such as a designated escrow account or a nodal account overseen by a third-party trustee.

5.6. You Are Responsible for Due Diligence: Aarvasa may offer specific due diligence reports from outside legal or technical firms. The sole purpose of these reports is to provide information. To confirm every facet of an investment opportunity, you must either hire your own advisors or perform your own independent due diligence.

6.1. Overarching Duties: You are expected to use the Platform responsibly, ethically, and professionally.

6.2. Content Standards: No User Content that is:
(a) Fraudulent, deceptive, or false may be posted, uploaded, or transmitted.
(b) Violates the intellectual property rights or privacy/publicity rights of any third party.
(c) Is hateful, discriminatory, pornographic, obscene, libelous, or defamatory.
(d) Qualifies as "spam" or an unapproved commercial advertisement.

6.3. System Integrity: You are not allowed to:
(a) Gather data from the Platform using any automated methods (such as spiders, bots, or scrapers).
(b) Make an effort to decompile, reverse engineer, or otherwise find the Platform's source code.
(c) Willfully introduce malware, viruses, or other harmful code.
(d) Engage in any activity that places an unjustifiably high burden on our infrastructure.
(e) Ignore any security measures that we have implemented.

7.1. Fee Schedule: You consent to pay all relevant fees listed in our Fee Schedule, which may include fees for premium services, platform access, and investment transaction fees. GST and other applicable taxes are not included in any fees.

7.2. Invoicing and Payment: Depending on the circumstances, fees must be paid at the time of the transaction or upon invoice. Interest on late payments may be assessed at the maximum rate allowed by law, or at a rate of 1.5% per month.

7.3. No Refunds: Unless we decide otherwise or as required by law, all fees paid to Aarvasa are final and non-refundable.

8.1. Ownership: The Platform and all related intellectual property rights are owned by Aarvasa and its licensors. You do not acquire any ownership rights under this agreement. Our registered trademarks are the name "Aarvasa" and its logo.

8.2. User Content License: In order to run and advertise the Platform, you give Aarvasa a perpetual, worldwide, non-exclusive, royalty-free, sublicensable license to use, reproduce, alter, display, and distribute your User Content.

8.3. Feedback: You consent to us using any ideas, suggestions, or feedback you give us for any reason without requiring payment or acknowledgment from you.

8.4 Confidentiality: You pledge to keep all Aarvasa confidential information private and not share it with outside parties. You will take the same level of care to protect such information as you do for your own private information, but you will never take less care than is reasonable.

9.1 WARRANTY DISCLAIMER: ALL SERVICES AND THE PLATFORM ARE GIVEN "AS IS" AND "AS AVAILABLE." AARVASA DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, AND STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND QUIET ENJOYMENT. WE DO NOT GUARANTEE THAT THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT ANY INFORMATION (INCLUDING PROPERTY LISTINGS AND AI INSIGHTS) WILL BE ACCURATE OR RELIABLE.

9.2 LIABILITY LIMITATION:
(a) Exclusion of Indirect Damages: Whether or not we have been informed of the possibility of such damages, AARVASA or its affiliates shall not be liable for any lost profits, lost data, loss of goodwill, or any indirect, consequential, exclusionary, incidental, special, or punitive damages arising from or related to this agreement or your use of the platform.
(b) Liability Cap: Regardless of the mode of action, our total cumulative liability to you for any and all claims arising out of or related to this agreement or the platform will not exceed (I) the total amount of money you paid to AarvASA during the three (3) months prior to the claim, or (II) ten thousand Indian Rupees (₹10,000).
(c) Particular Exclusions: This comprehensive limitation of liability covers all damages, including but not restricted to those resulting from unsuccessful transactions, disputes with other users, or losses on investments.

9.3. Indemnity: You agree to defend, indemnify, and hold harmless Aarvasa, its Affiliates, and their respective officers, directors, employees, and agents from and against any and all third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees on a full indemnity basis) that arise out of or are related in any way to (a) your use of the Platform or access to it; (b) your User Content; (c) your breach of this Agreement; or (d) your violation of any law or third-party rights.

10.1. Governing Law: The laws of India shall govern and be interpreted in the interpretation of this Agreement.

10.2. Jurisdiction: For any dispute arising from this Agreement that is not subject to arbitration, the courts in Bhopal, Madhya Pradesh, India, shall have sole and exclusive jurisdiction.

10.3 Dispute Settlement Process:
(a) Informal Negotiation: Prior to starting arbitration, the parties agree to try to resolve any disagreement amicably for at least thirty (30) days.
(b) Binding Arbitration: Under the Indian Arbitration and Conciliation Act of 1996, any dispute or claim must be resolved by binding arbitration if negotiations are unsuccessful. A single arbitrator chosen by both parties will preside over the arbitration. Bhopal, Madhya Pradesh, will serve as the arbitration's seat and location. English will be the arbitration's language. The arbitrator's decision will be final and enforceable.

11.1. Officer for Grievances: The name and contact information of the Grievance Officer are listed below in compliance with the Information Technology Act of 2000 and its regulations:

After receiving the complaint, the grievance officer has 24 hours to acknowledge it and 15 days to resolve it.

12.1. Term and Termination: This Agreement takes effect when you use the Platform for the first time and lasts until it is terminated. At our sole discretion and without prior notice, we may suspend or terminate this Agreement and your account for any reason, including a Material Breach. Every clause that should, by definition, endure termination will.

12.2 Assignment: Without our prior written consent, you are not permitted to transfer or assign your rights or obligations under this agreement. We are free to assign this agreement.

12.3. No Waiver: We shall not be deemed to have waived any of our rights or obligations under this Agreement if we fail to exercise or enforce any of them.

12.4. Severability: Should any clause be determined to be unenforceable or invalid, it will be reduced or removed to the bare minimum required to maintain the full force and effect of this agreement.

12.5. Notices: All correspondence with Aarvasa must be sent to legal@aarvasa.com and to our registered office address via registered mail. You will receive notifications at the email address linked to your account.

12.6. Terms and Conditions: We reserve the right to change this agreement at any time. Any significant changes will be communicated to you via email or by posting the updated terms on the Platform. You agree to the changes if you keep using the Platform after receiving this notice.

12.7. Whole Agreement: This agreement replaces all previous agreements on the subject matter and represents the parties' final, comprehensive understanding.